DEF 14A of Evolution Petroleum Corp
Filed Oct 23, 2025 · FY20250001104659-25-101832
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS
The Board of Directors
The Board of Directors Our directors are elected annually by the stockholders to serve until the next annual meeting of stockholders or until their successors are duly elected and qualified. The minimum number of directors is set forth in the Company’s bylaws and may be increased by a majority vote of the Board. Currently, the Board has established the number of directors at six. Assuming the presence of a quorum, a majority of the votes cast in person or by proxy at the annual meeting is required for the election of each director.
Director Nominees
Director Nominees Our six nominees are currently serving as directors of the Company and are standing for re-election. We have determined that, of the incumbent directors, Mss. Bierria and Hargrave and Messrs. DiPaolo, Dozier and Herlin are “independent” directors as defined in the listing standards of the NYSE American. There are no familial relationships between any of our directors and executive officers. As discussed in more detail under the heading “Nominating and Corporate Governance Committee” in this proxy statement, the Board considers qualifications and other factors when evaluating individual directors, as well as the composition of the Board as a whole. As part of this process, the Board and its Nominating and Corporate Governance Committee review the particular experiences, qualifications, attributes or skills of each of the nominees. The nominees for director are:
Director Nominees
| Myra C. Bierria, age 53, has served as a director of Evolution since September 2022 and is Chair of the Sustainability Committee and a member of the Audit and Nominating and Corporate Governance Committees. Ms. Bierria currently serves as the Senior Vice President and Chief Administrative Officer at Southern Company Gas, a subsidiary of Southern Company. From 2016 until October 2024, she was the Vice President and Corporate Secretary for Southern Company, a holding company for electric operating and natural gas distribution companies. In September 2023, she was appointed President of Southern Company’s Charitable Foundation. Prior to this, she was Vice President and Corporate Secretary for Southern Company Gas and served as a business and technology attorney specializing in securities offerings, venture capital transactions, and general corporate matters at Brobeck, Phleger & Harrison LLP. Ms. Bierria holds a JD from Georgetown University Law Center and a BA from the University of California at Berkeley. She is a member of the New York State Bar. Ms. Bierria’s qualifications include her expertise in corporate governance, legal frameworks, executive leadership, and mergers and acquisition experience in the energy industry, contributing meaningfully to Evolution’s oversight and governance practices. Her knowledge of complex regulatory and operational environments, combined with her deep understanding of legal and strategic issues, are of great value to the Board. |
Director Nominees
| Edward J. DiPaolo, age 72, has served as a director for Evolution since 2004. He is the Lead Independent Director, Chair of our Nominating and Corporate Governance Committee, and a member of our Audit and Compensation Committees. Mr. DiPaolo was a senior energy advisor at Kroll/ Duff & Phelps Securities, LLC from 2011 to 2023. Prior to this, he was an Energy Partner at Growth Capital Partners, L.P. and spent more than 25 years at Halliburton Company in various positions, including senior leadership. He has served on the boards of various public and private companies, including Deep Well Services, Seventy Seven Energy, Inc. and Boots and Coots, Inc., as well as the Advisory Board for West Virginia University College of Engineering. Mr. DiPaolo received his undergraduate degree in Agricultural Engineering in 1976 and an honorary Doctorate Degree from West Virginia University in 2013. Mr. DiPaolo’s qualifications include executive leadership, financial acumen, mergers and acquisitions, and energy sector expertise. His extensive leadership in corporate advisory roles and energy services, knowledge of risk management and legal frameworks, as well as his involvement with outside board leadership adds a multidimensional perspective to the Board and enhances Evolution’s strategic direction and governance, making him well-suited to serve as Lead Independent Director. |
Director Nominees
| William E. Dozier, age 73, has served as a director for Evolution since 2005. He is the Chair of both the Compensation and Reserves Committees and a member of the Investment Committee. Mr. Dozier has over 48 years of oil and gas industry experience. He has been President of Extex Consulting, Inc., an independent oil and gas consulting firm, since 2005. Prior to that, he held various senior roles at Vintage Petroleum and Santa Fe Minerals, and he began his career with Amoco Production Company in 1975. Mr. Dozier has previously served on several private and charitable boards, as well as the External Advisory Committee for The University of Texas Cockrell School of Engineering Department of Petroleum and Geosystems Engineering. Mr. Dozier is a Registered Petroleum Engineer in the State of Texas with a B.S. in Petroleum Engineering from The University of Texas at Austin. He is also a member of the National Association of Corporate Directors. Mr. Dozier’s qualifications include his extensive background in engineering, operations management, energy sector development, and mergers and acquisitions experience within the energy industry. Further, his expertise in executive leadership, financial decision-making, cybersecurity knowledge, and outside board service is highly valuable to the Board. |
Director Nominees
| Marjorie A. Hargrave, age 61, has served as a director of Evolution since March 2021. She is Chair of the Audit Committee and a member of the Compensation and Nominating and Corporate Governance Committees. Ms. Hargrave served as Chief Financial Officer of Hallador Energy Company, a publicly traded independent power producer from 2024 to 2025. Prior to joining Hallador in 2024, she was the Chief Financial Officer of Leanin’ Tree, Inc., and has previously held executive and senior financial roles at companies such as Enservco Corporation, CTAP, and High Sierra Energy, LP. Ms. Hargrave’s previous experience also includes management and associate roles with Black Hills Corporation, Xcel Energy, and Merrill Lynch & Co. Ms. Hargrave holds a Bachelor’s degree in economics from Boston University and a Master’s degree in economics from New York University. Ms. Hargrave’s qualifications include extensive experience in executive leadership, financial oversight, risk management, cybersecurity, human capital management, and corporate strategy. Her expertise greatly contributes to Evolution’s fiscal management and audit functions. Her deep understanding of mergers and acquisitions, along with a strong background in investment banking, corporate governance, and financial management in public companies within the energy sector makes her perspective extremely valuable to the Board. |
Director Nominees
| Robert S. Herlin, age 70, the founder of Evolution, has been a director since the Company’s inception in September 2003 and has been as Chairman of the Board since January 2009. He also serves as a member of the Investment, Reserves, and Sustainability Committees. Mr. Herlin served as the Company’s interim Chief Executive Officer from June 2018 to July 2019, Chief Executive Officer from 2003 until December 2015, and President from 2003 through September 2014. Mr. Herlin has over 40 years of experience in engineering, energy transactions, operations, and finance with small independents, larger independents, and major integrated oil companies. Mr. Herlin currently serves as director and a member of the audit and compensation committees for Enservco Corporation, a publicly traded company specializing in well enhancement and fluids logistics for E&P operators in the U.S., and as a director of Well Lift, Inc., a privately held company partially owned by our Company that applies the well enhancement technology developed in part by the Company. Mr. Herlin also served on the Board of Directors of Boots and Coots, Inc., an oil field services company, from 2003 until its sale to Halliburton Company in September 2010. Mr. Herlin is the President and owner of AVL Resources, LLC, a privately held investment company. Prior to 2003, Mr. Herlin served in various officer capacities for upstream and midstream oil and gas and telecom companies, both private and public. Mr. Herlin served on the Engineering Advisory Board for the Brown School of Engineering at Rice University and the Centennial Council for Chemical and Biomolecular Engineering. Mr. Herlin graduated with honors from Rice University with B.S. and M.E. degrees in chemical engineering and earned an MBA from Harvard University. Mr. Herlin’s qualifications include executive leadership, energy industry expertise, mergers & acquisitions, and financial oversight. His founding role and extensive background in managing both technical, field and financial operations within the energy industry, as well as his experience in guiding corporate development and leading the company through several industry downturns, are instrumental to Evolution’s strategic initiatives and are of significant value to the Board. |
Director Nominees
| Kelly W. Loyd, age 51, has served as a director of Evolution since 2008 and has served as President and Chief Executive Officer since October 2022, after serving as interim President and Chief Executive Officer from June to October 2022. He is also Chair of the Investment Committee and a member of the Sustainability and Reserves Committees. Before joining Evolution, Mr. Loyd was involved in private energy investments through Petralis Energy Partners, LLC and JVL Advisors, LLC since 2004. His prior experience includes roles in the energy corporate finance investment banking group at RBC Capital Markets, Howard Frazier Barker Elliot, and was a founder and controller of L.A.B. Sports and Entertainment. He began his career as an analyst in the energy corporate finance investment banking group at Jefferies and Company, Inc. Mr. Loyd holds a B.S. in Economics with Finance Applications from Southern Methodist University and an MBA from Rice University. Mr. Loyd’s qualifications include executive leadership, financial expertise, energy sector experience, and mergers and acquisitions. His extensive background in energy investments and corporate finance enables him to drive Evolution’s growth and financial strategy, along with his leadership skills and current role as CEO, making his perspective valued by the Board. |
Director Nominees
We believe that the nominees will be available and able to serve as directors. In the event that a nominee is unable to serve, the proxy holders will vote the proxies for such other nominee as they may determine. The Board of Directors unanimously recommends that the stockholders vote “FOR” the election of each of the director nominees listed above. PROPOSAL TO RATIFY THE APPOINTMENT OF BAKER TILLY US, LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR ENDING JUNE 30, 2026 The Audit Committee of our Board of Directors has appointed the firm of Baker Tilly US, LLP as the Company’s independent registered public accounting firm to audit our consolidated financial statements for the fiscal year ending June 30, 2026. We are not required to seek stockholder approval for the appointment of our independent registered public accountant; however, the Audit Committee and the Board of Directors believe it to be sound corporate governance to seek such approval. If the appointment is not ratified, the Audit Committee will investigate the reasons for stockholder rejection and will re-consider the appointment. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of a different independent registered public accountant at any time during the year if it determines that such a change would be in the best interests of our company and our stockholders. The Company has invited a representative from Baker Tilly US, LLP to be present at the 2026 annual meeting. In the event that a representative of Baker Tilly US, LLP is present at the annual meeting, they will have an opportunity to make a statement, if they so desire, and will be available to respond to appropriate questions.
Board of Directors
Board of Directors The property, affairs and business of our company are under the general supervision of our Board of Directors as provided by the laws of the State of Nevada and our bylaws. We have separately designated standing Audit, Compensation, Investment, Nominating and Corporate Governance, Reserves, and Sustainability Committees of the Board of Directors. During fiscal year 2025, the Board of Directors met seven times. Each director, during the period for which he or she was a director in fiscal year 2025, attended 100% of the meetings of the Board of Directors and of the meetings held by all committees of the Board on which such director served.
COMPENSATION OF DIRECTORS
COMPENSATION OF DIRECTORS We believe that attracting and retaining qualified non-employee directors is critical to our future value, growth and governance and that providing a competitive total compensation package is necessary to accomplish that objective. Our Board of Directors also believes that a substantial portion of the compensation package for our non-employee directors should be equity-based to align the interests of our directors with our stockholders. Our non-employee directors receive compensation for serving on the Board and for serving as committee members. The compensation plan for our non-employee directors constitutes a cash base retainer of $50,000 per year, plus meeting fees of $1,500 per day for Board and committee meetings attended in person and $1,000 per day for those meetings attended by video or telephone, capped by a maximum of two meetings fees per day. Additional cash retainers are paid per annum for committee chairs as follows:
COMPENSATION OF DIRECTORS
| Chairman of the Board | $55,000 | | Audit Committee Chair | $18,000 | | Compensation Committee Chair | $12,000 | | Nominating & Corporate Governance Committee Chair | $12,000 | | Investment Committee Chair | $12,000 | | Sustainability Committee Chair | $12,000 | | Reserves Committee Chair | $6,000 |
COMPENSATION OF DIRECTORS
In addition to the cash retainers and fees, the outside directors receive a payment of restricted stock with a fair market value of approximately $100,000 per annum awarded as of the date of each annual stockholders meeting. These shares of restricted stock usually vest at the earlier of one year from the date of grant or the date of the next annual meeting. Directors first elected other than at an annual meeting receive a prorated cash retainer and stock grant. We also reimburse our non-employee directors for direct expenses they incur in their capacity as directors, generally limited to training and travel costs related to attending Board and committee meetings. The following table provides information concerning the compensation of our non-employee directors for the fiscal year ended June 30, 2025.
COMPENSATION OF DIRECTORS
| | Fees Earned | | | | | | or Paid in | Stock | All Other | | | Name | Cash (1) | Awards (2) | Compensation (3) | Total | | Myra C. Bierria | $83,000 | $99,303 | $8,311 | $190,614 | | Edward J. DiPaolo | 83,500 | 99,303 | 8,311 | 191,114 | | William E. Dozier | 96,871 | 99,303 | 8,311 | 204,485 | | Marjorie A. Hargrave | 94,090 | 99,303 | 8,311 | 201,704 | | Robert S. Herlin(4) | 123,076 | 99,303 | 8,311 | 230,690 |
COMPENSATION OF DIRECTORS
| (1) Includes annual cash retainer fee, Board and committee meeting fees, committee chair fees, and reimbursed expenses for each non-employee director during fiscal year 2025. The following table outlines the number of meetings held during the fiscal year 2025: |
COMPENSATION OF DIRECTORS
| Meetings held in fiscal year 2025 | | | Board of Directors | 7 | | Audit Committee | 4 | | Compensation Committee | 3 | | Nominating & Corporate Governance Committee | 2 | | Investment Committee | 3 | | Sustainability Committee | 2 | | Reserves Committee | 4 |
COMPENSATION OF DIRECTORS
| (2) Reflects the aggregate grant date fair value of restricted stock awards, subject to vesting, granted under our stock plan to each of our directors for service as a director during fiscal year 2025 computed in accordance with FASB ASC Topic 718. See Note 11, “Stockholders’ Equity,” to our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended June 30, 2025 for additional details. Generally, the full grant date fair value is the amount that we would expense in our financial statements over the award’s vesting schedule. These amounts reflect our accounting expense, and do not correspond to the actual value that will be recognized by our directors upon vesting. |
COMPENSATION OF DIRECTORS
| (3) Represents cash dividends paid on unvested restricted stock beneficially owned. |
COMPENSATION OF DIRECTORS
| (4) Mr. Herlin joined the Reserves Committee in December 2024. |
Director Outstanding Equity Awards at Fiscal Year End 2025
Director Outstanding Equity Awards at Fiscal Year End 2025
Director Outstanding Equity Awards at Fiscal Year End 2025
| | Stock Awards | | | Director | Number of shares that have not vested (#)(1) | Market value of shares that have not vested ($) (2) | | Myra C. Bierria | 17,483 | $82,170 | | Edward J. DiPaolo | 17,483 | 82,170 | | William E. Dozier | 17,483 | 82,170 | | Robert S. Herlin | 17,483 | 82,170 | | Marjorie A. Hargrave | 17,483 | 82,170 |
Director Outstanding Equity Awards at Fiscal Year End 2025
| (1) These awards of time-vested restricted stock vest in full on the earlier of December 5, 2025, or the date of the 2025 annual meeting of stockholders of the Company, scheduled for December 4, 2025. |
Director Outstanding Equity Awards at Fiscal Year End 2025
| (2) Represents the fair market value of equity awards not currently vested as of June 30, 2025, using a closing stock price of $4.70 per share on June 30, 2025. |
COMPENSATION DISCUSSION AND ANALYSIS
| VI. | Severance Arrangements |
III. Roles in the Decision-Making Process
III. Roles in the Decision-Making Process The primary participants in the decision-making process in matters involving executive compensation are the Compensation Committee, the Board of Directors and the CEO. The CEO makes recommendations to the Compensation Committee regarding the compensation for the named executive officers, other than himself. However, the Compensation Committee makes the final determination on all compensation recommendations to the Board of Directors. The Compensation Committee may from time to time engage compensation consultants, who provide benchmark data regarding competitive levels of executive pay as well as compensation trends and best practices within our industry. Additionally, the committee may use other external resources to gather data, such as SEC filings of other publicly traded oil and natural gas companies included in our peer group. Since the Company is unusual in that it does not have the same complexity of drilling and field operations as most of the peer companies, the Compensation Committee uses the peer group comparison data as one factor among many others that it considers. As described in its charter, the Compensation Committee is tasked with reviewing and making recommendations to the Board of Directors regarding executive compensation and benefit plans and programs. For the named executive officers, the Compensation Committee makes the final determination as to levels of base salary, annual incentive program targets and payouts, and long-term incentive program targets and grants, subject to Board of Directors approval.
IV. Items the Compensation Committee Considers When Making Compensation Decisions
IV. Items the Compensation Committee Considers When Making Compensation Decisions When making compensation decisions that affect the named executive officers, the Compensation Committee takes a number of items into consideration, which are discussed below. In addition, the Compensation Committee may also find it necessary from time to time to consider other items not specifically listed below. Market Practices On a periodic basis, the Compensation Committee reviews trends in executive compensation, both within a group of comparable exploration and production companies (our “peer group”) and in the broader energy industry. In addition, the Compensation Committee also considers the relative amount of compensation paid to similar executives within the peer group to establish median levels. Once selected, the peer group for a specific fiscal year is not later revised for that fiscal year. However, the Compensation Committee seeks to maintain a robust peer group for comparison purposes. As a result, in subsequent fiscal years, new peer companies will occasionally be added as existing peers are removed due to material changes to their business. In evaluating which peer companies to include, the Compensation Committee reviewed: 1) other companies of similar size; 2) other companies in the oil and gas exploration and production industry; and 3) companies with similar strategies regarding acquisitions and shareholder returns. The Compensation Committee then analyzed each company based on, but not limited to:
IV. Items the Compensation Committee Considers When Making Compensation Decisions
Business Environment As a public company engaged in the acquisition, exploitation and development of oil and natural gas properties we operate in an extremely cyclical industry. In an effort to combat this volatile environment, the Company maintains an experienced management team that has grown share value through a series of acquisitions of oil and natural gas properties without taking on burdensome debt that could constrain future operations. However, financial success is and will continue to be heavily impacted by commodity prices, which have experienced extreme volatility in recent years. As discussed in “Elements of Our Compensation Program for Fiscal Year 2025,” annual short-term and long-term incentive compensation include objective performance metrics that can be measured in numerical and/or operational terms. However, the Compensation Committee has exercised, and will continue to exercise, a degree of discretion in administering the compensation programs for the named executive officers in order to retain flexibility to take into account and adjust for special or unusual factors, such as commodity price volatility, as well as other factors, including the fact that all of the Company revenue is dependent on the activities of third-party operators. The Compensation Committee believes that this is necessary in order to retain and reward management for efforts that may not immediately translate to specific performance metrics, but that the Committee believes will ultimately drive long-term, sustainable increases in stockholder value. The Compensation Committee recommended to the Board and received approval to revise the compensation structure to become more quantitative and performance-based beginning in fiscal year 2015 with a significant portion of compensation at risk, particularly as to long-term incentive pay. This trend has continued into fiscal year 2025 and is expected to continue for the foreseeable future. Consideration of Risk Our compensation programs are constructed to provide the named executive officers with incentives to increase stockholder value over the long term, while avoiding excessive risk-taking in the short term. A significant portion of all employees’ compensation has been and will continue to be paid out through equity grants vesting over multi-year periods. In establishing performance goals for compensation programs, the Compensation Committee utilizes a mix of financial, operational, strategic, and sustainability metrics to avoid excessive weight on any single criterion. The Compensation Committee believes that the Company’s executive compensation practices are appropriate (i) to encourage our named executive officers to take appropriate levels of risk; (ii) to create sustained stockholder value over time; and (iii) based on our size and market capitalization. Review of Say on Pay Advisory Vote At the Company’s 2024 annual stockholder meeting, the Company’s stockholders had the opportunity to provide an advisory vote on the compensation paid to the named executive officers. Over 94% of the total shares voted at the 2024 annual meeting were cast in favor of the compensation provided to the named executive officers. Accordingly, the Compensation Committee believes these results affirmed broad stockholder support for its approach to executive compensation and did not believe it was necessary to make changes to the named executive officer compensation program for 2025 specifically in response to the prior year advisory vote.
V. Elements of Our Compensation Program for Fiscal Year 2025
| • | short-term incentive pay (“STIP”), comprised of performance-based cash incentive awards; |
V. Elements of Our Compensation Program for Fiscal Year 2025
| • | long-term incentive pay (“LTIP”), comprised of equity-based compensation including: |
V. Elements of Our Compensation Program for Fiscal Year 2025
| ◦ | Performance-based restricted common stock awards that vest if Company performance relative to defined peer groups meet predetermined targets, which are eligible for dividends prior to vesting; and |
V. Elements of Our Compensation Program for Fiscal Year 2025
| ◦ | Performance-based contingent share units that vest if Company performance relative to defined peer groups meet predetermined outperform targets, which are not eligible for dividends prior to vesting; and |
V. Elements of Our Compensation Program for Fiscal Year 2025
In any metric category, if the Threshold is achieved, 50% of weighting is earned. If the Target is achieved, 100% of weighting is earned. If the Outperform is achieved, 150% of weighting is earned. If the Threshold is not achieved in a metric category, no credit is earned. The Outperform level is a cap in that no additional award is earned for performance in excess of the Outperform level. For fiscal year 2025, the Compensation Committee approved the performance metrics (as set forth in the tables below):
V. Elements of Our Compensation Program for Fiscal Year 2025
The Compensation Committee determined the Company performance metrics were achieved at 95% of target resulting in the fiscal 2025 STIP award set forth in the “Non-equity incentive compensation” column of the Summary Compensation Table below. Long-Term Incentive Pay (“LTIP”) We utilize an LTIP program to award restricted common shares and restricted common units as a compensation vehicle that we believe aligns the interests of our officers and all other employees with stockholders. The Compensation Committee believes that delivering a significant portion of total compensation in the form of long-term incentives that vest over a period of several years and the achievement of performance objectives acts to retain our management team over the long-term and motivate them to engage in activities that will promote sustainable increases in the value of our company and the price of our common stock. Primarily through long-term incentive grants, our named executive officers have accumulated significant share ownership, with beneficial ownership as of September 30, 2025 totaling approximately 3.0% of outstanding common shares. In addition, all employees, including the named executive officers, are more fully aligned with stockholders as a result of our stock retention policy, which is described in more detail in the section “Other Compensation Policies Affecting the Named Executive Officers.” All employees of the Company are generally granted time-vested restricted common stock and performance-based restricted common stock on an annual basis, following completion and acceptance of the annual independent engineering reserve report and year-end financial statement audit. In general, the size of the restricted share grants for all employees, including the named executive officers, is determined utilizing individual LTIP targets that are based on a percentage of each employee’s base salary. For fiscal year 2025, the Compensation Committee and the Board approved an LTIP structure that is weighted towards performance-based targets (66.7%), with the balance based on time-based vesting targets (33.3%). Performance-based awards The Company has granted performance-based restricted common stock and performance-based contingent share units that are earned based on the three-year trailing total stockholder return (“TSR”) of the Company’s common stock compared to the peer group set forth above. Vesting of awards occurs at the end of predetermined TSR measurement periods, typically three years. For fiscal year 2025, the performance-based restricted common stock vests in full if over the three-year measurement period ending June 30, 2027, the combination of Relative TSR is in the top half (50-100%). For computing Relative TSR, if any company in the peer group declares bankruptcy or becomes insolvent, it remains in the peer group with a TSR of negative 100%. Any company that merges resulting in a change of control or is sold remains in the peer group with a TSR computed on the final merger or sale value. Paid dividends are included in calculations of stockholder return. Performance-based contingent share units vest in full if the combination of the Relative TSR is in the top quartile (75-100%), which would be considered outperform, over the three-year measurement period ending June 30, 2027. Time-Vested Restricted Common Stock For fiscal year 2025, 33.33% of the LTIP award shares for each named executive officer is time-vested restricted common stock that is based on continuous employment over the next three years from date of grant, vesting in equal installments on September 1st. The following table sets forth the total target LTIP awards granted to each of the named executive officers during fiscal year 2025:
V. Elements of Our Compensation Program for Fiscal Year 2025
| Named Executive Officer | Target % of FY25 Base Pay | Individual LTIP Grant | Number of Target Time-Vested Restricted Shares (1) | Maximum Number of Total Performance-Based Restricted Shares (2) (3) | | Kelly W. Loyd | 150 % | $562,500 | 34,787 | 69,573 | | President and Chief Executive Officer | | | | | | J. Mark Bunch | 100 % | 305,000 | 18,862 | 37,725 | | Chief Operating Officer | | | | | | Ryan Stash | 100 % | 292,200 | 18,071 | 36,141 | | Senior Vice President, Chief Financial Officer & Treasurer | | | | |
V. Elements of Our Compensation Program for Fiscal Year 2025
| (2) Performance-based restricted shares may vest only after satisfying achievement of various performance metrics discussed above. |
V. Elements of Our Compensation Program for Fiscal Year 2025
| Fiscal Year | Sign-on Stock Awards | Stock Options | Stock Awards (1) | Total Awards (2) | Common Shares Outstanding (3) | | 2025 | 5,000 | — | 513,744 | 518,744 | 34,647,751 | | 2024 | — | — | 396,246 | 396,246 | 33,606,532 |
V. Elements of Our Compensation Program for Fiscal Year 2025
| (1) Reflects target time-vested restricted stock, performance-based restricted stock awards and performance-based contingent share units awarded for the fiscal years ended June 30, 2025 and 2024. |
V. Elements of Our Compensation Program for Fiscal Year 2025
| (1) Includes performance-based restricted stock awards and performance-based contingent stock units. |
VI. Severance Arrangements
VI. Severance Arrangements Change in Control Policy All of our employees, including the named executive officers, are covered by the Evolution Petroleum Corporation Severance Policy for Change in Control Events (“CIC Policy”), which was adopted by the Compensation Committee in August 2010 and amended and restated in May 2023. In the event a named executive officer is entitled to benefits under an employment agreement and the CIC Policy, the greater benefit will prevail. Under the terms of the CIC Policy, a change in control event is defined as (i) the sale of all, or substantially all, of the Company’s assets; (ii) approval by the Company’s stockholders of a merger or sale of the corporation with or into another entity in which the majority of the Board of Directors will change; or (iii) one or more affiliated entities or persons acquire common stock sufficient to collectively own or control forty percent (40%) or more of the outstanding common stock. The CIC Policy provides that upon termination of employment within one year following a change in control all unvested stock options, warrants and restricted stock held by employees and directors will fully vest, provided that awards with performance criteria will vest based on performance achieved as of the date of the change in control. In addition, employees terminated within one year of the change in control event receive severance pay in the amount of one year of base pay and targeted annual discretionary bonus, plus one-year continuation of the Company’s subsidy of health insurance benefits. The following table shows, as of June 30, 2025, the estimated potential payments and benefits that would be received by our named executive officers based upon a hypothetical termination of employment in each of the circumstances indicated in the table.
VI. Severance Arrangements
| Named Executive Officer | Severance Plan Payment (1) | Other Benefits (2) | Fair Market Value of Accelerated Equity Compensation (3) | Total Value | | Kelly W. Loyd | | | | | | Change in Control | $750,000 | $29,300 | $844,567 | $1,623,867 | | Death or Disability | — | — | 350,855 | 350,855 | | J. Mark Bunch | | | | | | Change in Control | 533,750 | 32,056 | 505,720 | 1,071,526 | | Death or Disability | — | — | 238,017 | 238,017 | | Ryan Stash | | | | | | Change in Control | 511,350 | 31,151 | 315,741 | 858,242 | | Death or Disability | — | — | 238,017 | 238,017 |
VI. Severance Arrangements
| (1) Represents one year of salary and one year of short-term incentive bonus, based on the officer’s target incentive. |
VI. Severance Arrangements
| (2) Represents an estimate of the cost to reimburse the executive’s contribution to the cost of one year of health insurance benefits provided to the named executive officer based on coverage and contribution rates in effect at June 30, 2025. |
VI. Severance Arrangements
| (3) For change in control, the fair market value of accelerated equity awards includes only those awards that were not currently vested, if performance would have been met in accordance with the CIC policy, as of June 30, 2025, using a closing stock price of $4.70 per share on such date. For death or disability, the fair market value of accelerated equity awards includes only those awards that were not currently vested and would be permitted to vest in accordance with each individual grant’s terms, as of June 30, 2025, using a closing stock price of $4.70 per share on such date. |
VII. Other Compensation Policies Affecting the Named Executive Officers
VII. Other Compensation Policies Affecting the Named Executive Officers Stock Retention Policy In May 2023, the Board of Directors revised the Evolution Petroleum Corporation Stock Retention Policy for Directors and Employees (the “stock retention policy”). The stock retention policy requires all directors and employees, including the named executive officers, to retain share ownership at specified levels, depending on level of responsibility. The named executive officers must retain a number of shares of Common Stock equal to 60% of the total number of award shares granted to such officer through the Company’s equity incentive plan, short-term incentive plan or any similar or successor plans that have vested during the trailing thirty-six (36) month period. Other corporate officers and managers are subject to similar requirements, except the look-back period is twenty-four (24) months. For all other employees, the look-back period is twelve (12) months. In addition, each non-employee director must retain a number of shares or equivalent equity awards equal to 60% of the total number of share awards received through the Company’s equity incentive plan, short-term incentive plan or any similar or successor plans that have vested during the trailing thirty-six (36) months, excluding stock awards received in lieu of a cash retainer. Employees and directors have the later of two years from the initial date of employment or appointment or the date of adoption of this policy to comply with the stock retention policy. As a result of our substantial reliance on long-term incentives historically, coupled with the stock retention policy, our directors and named executive officers beneficially owned approximately 10.5% of the Company’s common stock as of September 30, 2025. Based on stock ownership reports filed with the SEC, all directors and executive officers were in compliance with this stock retention policy as of September 30, 2025. Timing of Grants and Release of Material Non-Public Information In May 2023, the Board adopted the Evolution Petroleum Corporation Equity-Based Incentive Grant Policy for Directors and Employees (the “Equity-based grant policy”). Equity-based grants are made in connection with the Board meeting in which the grants are approved or at the market close of the second full trading day on the principal market upon which the Company’s common stock is listed or quoted following the disclosure of quarterly or annual financial results for the Company if the date of the meeting is not in a trading window (as set forth in the Company’s Insider Trading Policy). In approving equity-based grants, the Board or Compensation Committee shall make appropriate inquiries as to the existence of material non-public information relating to the Company and analyze the timing of such grants relative to the release of material non-public information by the Company. In accordance with the equity-based grant policy, award grants will not be approved during a time while members of the Board or Compensation Committee are aware of the existence of material non-public information with respect to the Company and for a period ending on the second full trading date after such material non-public information has been release to the public. Financial Restatement and Incentive Compensation Recoupment In September 2023, the Board of Directors of the Company approved and adopted an Incentive Compensation Recoupment Policy intended to meet the requirements of newly adopted Section 811 of the NYSE American Company Guide and new Rule 10D-1 of the Securities Exchange Act of 1934, as amended. The Company adopted the policy in advance of the deadline mandated by Section 811. As required by Section 811, the Company’s policy provides for the recovery of incentive compensation from current or former executive officers in the event of an accounting restatement. If the Company is required to prepare a Restatement, the Board of Directors shall, unless the Compensation Committee determines it to be impracticable, take reasonably prompt action to recoup all recoverable compensation from any covered person, as defined in the policy. Trading in the Company’s Stock and Derivatives In May 2023, the Board of Directors of the Company approved and adopted the revised Evolution Petroleum Corporation Insider Trading Policy which governs all transactions in the Company’s securities by all members of the Company’s Board of Directors, and all employees of the Company. Under the policy, no employee or director is permitted to execute open market transactions in the Company’s securities during any blackout period except as prearranged through an approved 10b5-1 sales trading plan. In addition, the Company believes that none of its named executive officers or directors have entered into derivative transactions linked to the Company’s securities. A copy of our Insider Trading Policy was filed as Exhibit 19.1 to our Annual Report on Form 10-K for the fiscal year ended June 30, 2025. Executive Officers of the Company Set forth below is information regarding our executive officers, including their ages, positions with our company and principal occupations and employers for at least the last five years. For information concerning executive officers’ ownership of our common stock, see the table and related information provided under the caption “Security Ownership of Certain Beneficial Owners and Management.”
VII. Other Compensation Policies Affecting the Named Executive Officers
| Kelly W. Loyd, age 51, has served as a director of Evolution since 2008 and has served as President and Chief Executive Officer since October 2022, after serving as interim President and Chief Executive Officer from June to October 2022. He is also Chair of the Investment Committee and a member of the Sustainability and Reserves Committees. Before joining Evolution, Mr. Loyd was involved in private energy investments through Petralis Energy Partners, LLC and JVL Advisors, LLC since 2004. His prior experience includes roles in the energy corporate finance investment banking group at RBC Capital Markets, Howard Frazier Barker Elliot, and was a founder and controller of L.A.B. Sports and Entertainment. He began his career as an analyst in the energy corporate finance investment banking group at Jefferies and Company, Inc. Mr. Loyd holds a B.S. in Economics with Finance Applications from Southern Methodist University and an MBA from Rice University. |
VII. Other Compensation Policies Affecting the Named Executive Officers
| J. Mark Bunch, age 66, was appointed by the Board of Directors to serve as Chief Operating Officer on February 21, 2023. Mr. Bunch had been providing consulting services to the Company since 2016. From 2020 until he joined the Company, Mr. Bunch was a Senior Vice President and founding partner with Alamo Resources III, LLC. Since 2016, Mr. Bunch has also provided consulting services to upstream energy companies through his wholly-owned firm, Dantoria Energy, LLC. In 2017, he was associated with Camber Energy, Inc. as Senior Vice President, Engineering and Operations. From 2012 to 2016, he was Asset Manager for Davis Petroleum Corp. From 2007 to 2012, he was Chief Operating Officer and founding partner of Mecom Oil, LLC. From 1999 to 2007, he was Vice President for Huddleston & Co., Inc. From 1993 to 1999, he was Engineering Manager for Petrocorp Inc. Prior to 1992, Mr. Bunch was employed by Arco Oil and Gas Company. Mr. Bunch is a registered professional engineer in Texas and earned a B.S. in Petroleum Engineering from Texas A&M University. |
VII. Other Compensation Policies Affecting the Named Executive Officers
| Ryan Stash, age 49, was appointed by the Board of Directors to serve as Senior Vice President, Chief Financial Officer, Treasurer, and Corporate Secretary November 18, 2020. Mr. Stash previously served as Vice President and Chief Financial Officer of Harvest Oil & Gas Corp from October 2018 to November 2020. Prior to joining Harvest Mr. Stash served as a Managing Director at Regions Securities focused on the energy sector. Prior to that, he spent eleven years in the Energy Investment Banking Group for Wells Fargo Securities in Houston rising to the level of Director. Previously, Mr. Stash was an auditor for Hewlett-Packard and Ernst & Young, LLP. He is a Certified Public Accountant in the State of Texas and received an MBA from the McCombs School of Business, a Masters in Professional Accounting and a Bachelor of Business Administration, from the University of Texas at Austin. |
Summary Compensation Table
Summary Compensation Table The following Summary Compensation Table (“SCT”) sets forth a summary of executive compensation for our named executive officers for the fiscal years indicated.
Summary Compensation Table
| | Fiscal | | Non-Equity Incentive | Stock | All Other | | | Name and Principal Position | Year | Salary | Compensation (1) | Awards (2)(3) | Compensation (4) | SCT Total | | Kelly W. Loyd | 2025 | $375,000 | $356,250 | $534,672 | $49,782 | $1,315,704 | | President & Chief Executive Officer | 2024 | 375,000 | 225,000 | 422,604 | 57,957 | 1,080,561 | | J. Mark Bunch | 2025 | 305,000 | 217,313 | 289,914 | 48,156 | 860,382 | | Chief Operating Officer | 2024 | 305,000 | 137,250 | 229,142 | 45,631 | 717,023 | | Ryan Stash | 2025 | 292,200 | 208,193 | 277,747 | 50,610 | 828,749 | | Senior Vice President, Chief Financial Officer & Treasurer | 2024 | 299,175 | 131,490 | 219,528 | 47,125 | 697,318 |
Summary Compensation Table
| (1) Non-equity Incentive Compensation reflect STIP amounts earned based on performance for the fiscal year indicated and accrued into such fiscal year for accounting and income tax purposes. Non-equity incentive compensation bonuses are typically paid in September of the subsequent fiscal year. |
Summary Compensation Table
| (2) Represents the grant-date fair value of time-vested and performance-based restricted common stock awards granted during the fiscal year indicated, calculated in accordance with FASB ASC Topic 718, and does not reflect the actual value that may be received by the executive. The assumptions used in calculating these values can be found in the notes to the Company’s audited consolidated financial statements included in our Annual Reports on Form 10-K for the fiscal years ended June 30, 2025 and 2024, respectively. The amounts in the table above are generally based on target stock award amounts for each executive, and potentially vest over the next three years. |
Summary Compensation Table
| (3) The grant-date fair value associated with performance-based award units contingent on achieving outperform targets, which were considered not probable of achievement at issuance, were excluded from “Stock Awards” for each officer. If these performance-based contingent share units were considered probable of vesting, then the grant-date fair value of the awards would be as follows: |
Summary Compensation Table
| | Fiscal Year Ended | | | | | | 2025 | | 2024 | | | | | Grant Date | | Grant Date | | Name | Units | Fair Value | Units | Fair Value | | Kelly W. Loyd | 52,180 | $139,321 | 39,447 | $76,922 | | J. Mark Bunch | 28,294 | 75,545 | 21,389 | 41,709 | | Ryan Stash | 27,106 | 72,373 | 20,491 | 39,957 |
Summary Compensation Table
| (4) Represents amounts for (i) matching contributions to the 401(k) Plan on each named executive officers’ behalf and (ii) health, life, accidental death, dismemberment and short-term disability insurance premiums paid by the Company on each named executive’s officer’s behalf. The Company does not reimburse executives for membership in social clubs or other similar perquisites. Dividends paid during the fiscal year on unvested restricted stock beneficially owned by each officer as outlined in the table below, were excluded from “All Other Compensation” as the valuation of the stock awards calculated in accordance with FASB ASC Topic 718 took into account the receipt of dividends. |
Summary Compensation Table
| | Fiscal Year Ended | | | Name | 2025 | 2024 | | Kelly W. Loyd | $136,971 | $106,831 | | J. Mark Bunch | 74,476 | 59,919 | | Ryan Stash | 58,876 | 68,381 |
Pay Versus Performance
Pay Versus Performance The following tables are provided to link the relationship between the pay of our Principal Executive Officer (“PEO”) and our non-PEO Named Executive Officer (“NEOs”) to certain of our financial performance measures in accordance with Item 402(v) of Regulation S-K and Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act. For the tables below, Compensation Actually Paid (“CAP”) is calculated in accordance with the disclosure requirements of the SEC rules and does not necessarily reflect actual amounts earned and/or paid to our PEO or Non-PEO NEOs or how performance is evaluated for each executive during the years covered. For additional information regarding our Compensation Committee strategy for executive compensation, please review our “Compensation Discussion and Analysis” section.
Pay Versus Performance
| | SCT Total | | Average SCT | Average CAP | Total | | | Fiscal | for | CAP to | Total for | to Non-PEO | Shareholder | Net income (loss) | | Year | PEO (1) | PEO (1)(2) | Non-PEO NEOs (3) | NEOs (3)(4)) | Return (5) | (in thousands) (6) | | 2025 | $1,315,704 | $1,255,647 | $844,566 | $816,476 | $109.35 | $1,473 | | 2024 | 1,080,561 | 610,200 | 707,171 | 443,562 | 130.66 | 4,080 | | 2023 | 1,987,354 | 2,104,263 | 756,431 | 1,149,262 | 184.95 | 35,217 |
Pay Versus Performance
| (1) Mr. Loyd served as our PEO for all fiscal years presented. |
Pay Versus Performance
| (2) CAP to our PEO was calculated in accordance with FASB ASC Topic 718 using valuation assumptions not materially different from those at the time of grant. Adjustments to stock-based compensation from the fair value at the time of grant are as follows: |
Pay Versus Performance
| | | | | | Year-over-year | | | | | | Deduction | Year-end | Vesting Date | Change in Fair | Change in Fair | | | | | for Amounts | Fair Value of | Fair Value of | Value of | Value of Vested | | | | SCT Total | under Stock | Unvested | Vested Awards | Unvested | Awards Granted | | | Fiscal | for | Awards Column | Awards Granted | Granted During | Awards Granted | in Prior | | | Year | PEO | in SCT | During the Year | the Year(a) | in Prior Year(s) | Year(s)(a) | CAP Total(b) | | 2025 | $1,315,704 | $(534,672) | $441,791 | $50,093 | $(98,692) | $81,423 | $1,255,647 | | 2024 | 1,080,561 | (422,604) | 281,649 | 37,869 | (401,636) | 34,361 | 610,200 | | 2023 | 1,987,354 | (1,325,285) | 1,364,352 | 61,281 | — | 16,561(c) | 2,104,263 |
Pay Versus Performance
| a. | Includes cash dividends paid during the fiscal years presented on unvested restricted stock awards beneficially owned. |
Pay Versus Performance
| b. | The fair values associated with performance-based award units contingent on achieving outperform targets, which were considered not probable of achievement at issuance, were excluded from the computation of CAP for the table above. If these performance-based contingent share units were considered probable of vesting, then the CAP fair value of the awards would be as follows: |
Pay Versus Performance
| | | Year-over-year | Fair Value | | | | Year-end | Change in Fair | at Prior | | | | Fair Value of | Value of | Year-end of | | | | Unvested | Unvested | Awards | | | Fiscal | Awards Granted | Awards Granted | Forfeited | | | Year | During the Year | in Prior Year(s) | During the Year | CAP Adjustment | | 2025 | $109,056 | ($28,007) | $(48,925) | $32,124 | | 2024 | 33,135 | (79,825) | — | (46,690) | | 2023 | 128,750 | — | — | 128,750 |
Pay Versus Performance
| c. | Awards of time-vested restricted stock were granted to Mr. Loyd in connection with his compensation as a board member during the fiscal year 2022. These awards vested in full on December 8, 2022, the date of the prior year’s annual meeting of stockholders of the Company. |
Pay Versus Performance
| (3) For all fiscal years presented, our non-PEO NEOs include Mr. Bunch and Mr. Stash. Mr. Bunch was appointed Chief Operating Officer on February 21, 2023. Averages for all fiscal years presented were calculated using a straight average of amounts earned, if any, for each category by Mr. Bunch and Mr. Stash during the years. |
Pay Versus Performance
| (4) Average CAP to our non-PEO NEOs was calculated in accordance with FASB ASC Topic 718 using valuation assumptions not materially different from those at the time of grant. Adjustments to stock-based compensation from the fair value at the time of grant are as follows: |
Pay Versus Performance
| | | | | | Year-over-year | | | | | Average | Deduction | Year-end | Vesting Date | Change in Fair | Change in Fair | | | | SCT Total | for Amounts | Fair Value of | Fair Value of | Value of | Value of Vested | | | | for | under Stock | Unvested | Vested Awards | Unvested | Awards Granted | | | Fiscal | Non-PEO | Awards Column | Awards Granted | Granted During | Awards Granted | in Prior | | | Year | NEOs | in SCT | During the Year | the Year(a) | in Prior Year(s) | Year(s)(a) | CAP Total(b) | | 2025 | $844,566 | $(283,831) | $234,525 | $26,592 | $(47,829) | $42,453 | $816,476 | | 2024 | 707,171 | (224,335) | 149,510 | 20,102 | (187,022) | (21,864) | 443,562 | | 2023 | 756,431 | (421,101) | 514,471 | 19,565 | 140,751 | 139,145 | 1,149,262 |
Pay Versus Performance
| a. | Includes cash dividends paid during the fiscal years presented on unvested restricted stock awards beneficially owned. |
Pay Versus Performance
| b. | The fair values associated with performance-based award units contingent on achieving outperform targets, which were considered not probable of achievement at issuance, were excluded from the computation of CAP for the table above. If these performance-based contingent share units were considered probable of vesting, then the CAP fair value of the awards would be as follows: |
Pay Versus Performance
| | | Year-over-year | Fair Value | | | | Year-end | Change in Fair | at Prior | | | | Fair Value of | Value of | Year-end of | | | | Unvested | Unvested | Awards | | | Fiscal | Awards Granted | Awards Granted | Forfeited | | | Year | During the Year | in Prior Year(s) | During the Year | CAP Adjustment | | 2025 | $57,893 | $(14,867) | $(16,826) | $26,200 | | 2024 | 17,590 | (27,452) | (99,697) | (109,559) | | 2023 | 44,278 | 50,734 | — | 95,012 |
Pay Versus Performance
| (5) The Company’s Total Shareholder Return for each period presented is calculated cumulatively as an initial fixed $100 investment at the applicable measurement point with dividends reinvested for each measurement in accordance with Item 201(e) of Regulation S-K. |
Pay Versus Performance
| (6) Represents Net Income (Loss) as reported in the Company’s audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal years ended June 30, 2025, 2024 and 2023. |
Relationship Between CAP and Performance Measures
Relationship Between CAP and Performance Measures The relationship between Compensation Actually Paid, as calculated in accordance with SEC rules, and performance measures presented in the Pay Versus Performance table above are depicted in the following graphs.
Fiscal Year 2025 Grants of Plan-Based Awards
Fiscal Year 2025 Grants of Plan-Based Awards The following table sets forth information concerning annual incentive awards granted during fiscal year 2025 to each of our named executive officers.
Fiscal Year 2025 Grants of Plan-Based Awards
| | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | | | | Named Executive Officer | Grant Date | Threshold (#) | Target (#) | Maximum (#) | All Other Stock Awards; Number of Shares (#) | Grant Date Fair Value of Stock Awards ($) (1) | | Kelly W. Loyd | 9/17/2024 | —(2) | 69,573(2) | 69,573(2) | — | $335,342 | | Kelly W. Loyd | 9/17/2024 | — | 34,787(3) | — | — | 199,330 | | Kelly W. Loyd | 9/17/2024 | — | — | 52,180(4) | — | — | | J. Mark Bunch | 9/17/2024 | —(2) | 37,725(2) | 37,725(2) | — | 181,835 | | J. Mark Bunch | 9/17/2024 | — | 18,862(3) | — | — | 108,079 | | J. Mark Bunch | 9/17/2024 | — | — | 28,294(4) | — | — | | Ryan Stash | 9/17/2024 | —(2) | 36,141(2) | 36,141(2) | — | 174,200 | | Ryan Stash | 9/17/2024 | — | 18,071(3) | — | — | 103,547 | | Ryan Stash | 9/17/2024 | — | — | 27,106(4) | — | — |
Fiscal Year 2025 Grants of Plan-Based Awards
| (1) Represents the grant date fair value of time-vested and performance-based restricted stock awards calculated in accordance with FASB ASC Topic 718, “Stock Compensation” and is based on the closing price of our common stock on the day prior to the date of grant or other valuation methods as disclosed in Note 11, “Stockholders’ Equity,” to our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended June 30, 2025. |
Fiscal Year 2025 Grants of Plan-Based Awards
| (2) Represents performance-based restricted stock awards based on the trailing three-year annual TSR compared to peer group. The performance period for these performance grants is the three-year measurement period ended June 30, 2027. Shares that ultimately vest at the end of the three-year measurement period could be less than the Threshold noted above. |
Fiscal Year 2025 Grants of Plan-Based Awards
| (3) Represents an award of time-vested restricted common stock, that vests in three equal annual installments beginning on September 1, 2025, assuming continuous employment throughout the term. |
Fiscal Year 2025 Grants of Plan-Based Awards
| (4) Represents performance-based contingent share unit awards that have vesting conditions for outperform targets that are based on a combination of the trailing three-year annual TSR compared to peer group. The performance period for these performance grants is the three-year measurement period ended June 30, 2027. The grant-date fair value of these awards is not included in the table as achieving the performance targets was considered not probable of achievement at issuance. If these performance-based contingent share units were to vest, the grant-date fair value of the awards would be $139,321, $75,545, and $72,373 for Messrs. Loyd, Bunch, and Stash, respectively. |
Outstanding Equity Awards at 2025 Fiscal Year-End
Outstanding Equity Awards at 2025 Fiscal Year-End The following table sets forth information regarding unvested securities outstanding for each named executive officer as of June 30, 2025.
Outstanding Equity Awards at 2025 Fiscal Year-End
| | Stock awards | | | | | Name | Number of shares or units that have not vested (#) (1) | Market value of shares or units of stock that have not vested (#) (2) | Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#) (3) | Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($) (2) | | Kelly W. Loyd | 232,290 | $1,091,763 | 91,627 | $430,647 | | J. Mark Bunch | 136,118 | 639,755 | 49,683 | 233,510 | | Ryan Stash | 94,500 | 444,150 | 47,597 | 223,706 |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (1) Unvested time-vested restricted shares vest on each of the subsequent three or four anniversaries from the date of grant. Unvested performance-based restricted shares may vest based on the achievement of TSR-based targets, as well as the average absolute return of the Company’s common stock. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (2) The values were calculated based upon the closing price of our common stock on June 30, 2025, which was $4.70 per share. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (3) Unvested performance-based contingent share units may vest based on the achievement of outperform TSR-based targets together with average absolute return of the Company’s common stock. |
Option Exercises and Stock Vested During Fiscal Year End 2025
Option Exercises and Stock Vested During Fiscal Year End 2025 The following table provides information about the value realized by the named executive officers on option exercises, vesting of restricted stock, and award payouts during fiscal year 2025.
Option Exercises and Stock Vested During Fiscal Year End 2025
| | Stock Awards | | | Name | Number of Shares Acquired on Vesting | Value Realized on Vesting | | Kelly W. Loyd | 88,385 | $434,115 | | J. Mark Bunch | 35,301 | 177,332 | | Ryan Stash | 58,086 | 303,921 |
SEC RULES CONCERNING THE ELECTION OF DIRECTORS
SEC RULES CONCERNING THE ELECTION OF DIRECTORS Your broker is not permitted to vote on your behalf on the election of directors unless you provide specific instructions by completing and returning the proxy card. For your vote to be counted, you will need to communicate your voting decisions to your broker, bank or other financial institution before the date of the stockholder meeting.