DEF 14A of Epsilon Energy Ltd.
Filed Apr 17, 2026 · FY20250001104659-26-044767
PROPOSAL 2: ELECTION OF DIRECTORS
PROPOSAL 2: ELECTION OF DIRECTORS At the Meeting, our shareholders will be asked to elect eight (8) directors for a one-year term expiring at the next annual meeting of shareholders. Each director will hold office until his or her successor has been elected and qualified or until the director’s earlier death, resignation, or removal.
Nominees for Election to the Board of Directors
Nominees for Election to the Board of Directors The names of the nominees for election to the Board of Directors and certain information about such nominees, including their ages, are set forth below. For information concerning the number of common shares beneficially owned by each nominee, see “Security Ownership of Certain Beneficial Owners and Management.”
Nominees for Election to the Board of Directors
| Name | Age | Position | | John Lovoi | 65 | Director, Chairman of the Board | | Jason Stabell | 51 | Director, Chief Executive Officer | | Jason Stankowski | 56 | Director | | Tracy Stephens | 65 | Director | | David Winn | 63 | Director | | Nicola Maddox | 70 | Director | | Bryan Lawrence | 83 | Director | | Jack Vaughn | 80 | Director |
Nominees for Election to the Board of Directors
| | Position | Principal Occupation | Number and | | Name | and | During the Past | Percentage of | | Municipality of Residence | Term | Five Years | Common Shares | | John Lovoi(1)(2) Houston, TX USA | Chairman of the Board since July 2013 | Managing partner of JVL Advisors, LLC, a private oil and gas investment advisor, Director of Helix Energy Solutions Group, an operator of offshore oil and gas properties and production facilities and Chairman of Innovex International, a provider of products and services to the global oil and gas industry. | 305,853 (1.01%) | | Jason Stabell Houston, TX USA | Chief Executive Officer and Director since July 2022 | Chief Executive Officer of Epsilon since July 2022 and for 24 years previously in various positions in the energy industry with a focus on upstream E&P. Previously served as President and CEO of a privately held E&P company with domestic and international assets. | 841,906 (2.78%) | | Tracy Stephens(2)(3) Houston, TX USA | Director since May 2017 | Founder and Chief Executive Officer of Westminster Advisors, a CEO advisory services company, since January 2017. Previously Chief Operating Officer of Resources Global Professionals, a large business consulting company. | 74,493 (<1%) | | David Winn(1) Houston, TX USA | Director since Jan 2021 | Retired from a 36-year career in public accounting, most recently was an Audit Partner for Grant Thornton LLP, an independent audit, tax, and advisory firm. Previously a Director for PricewaterhouseCoopers LLP. | 45,593 (<1%) | | Jason Stankowski(1)(3) Berkeley, CA USA | Director since Jan 2021 | Founder, partner and portfolio manager for Clayton Partners, LLC. Previously, in structured finance, in various roles with CMA Capital Management. He became designated as a Chartered Financial Analyst in 2003. | 393,354 (1.3%) | | Nicola Maddox(2)(3) Houston, TX USA | Director since May 2023 | Self-employed energy advisor specializing in contract analysis, strategic planning, and negotiation. Previously she was a President at Merlon International, LLC. | 17,371 (<1%) | | Bryan Lawrence(2)(3) New York, NY USA | Director since Nov 2025 | Founder and managing member Yorktown Energy Partners, which for over 25 years has managed private equity partnerships that have made investments in companies engaged in the energy industry. | 6,617,272 (21.88%) | | Jack Vaughn(3) Durango, CO USA | Director since Nov 2025 | Founder, Chairman of the board of directors, and the CEO of Peak E&P since its formation in March 2011 until acquired by Epsilon in Nov 2025. Mr. Vaughn has almost 50 years of experience in the exploration and production industry. | 29,886 (<1%) |
Nominees for Election to the Board of Directors
Notes: (1)Current and proposed member of the Audit Committee.
Nominees for Election to the Board of Directors
| (2) Current and proposed member of the Compensation, Nominating and Corporate Governance Committee. |
Nominees for Election to the Board of Directors
| (3) Current and proposed member of the Conflicts Committee. |
Nominees for Election to the Board of Directors
As of April 17, 2026, the directors and officers of the Corporation owned, directly or indirectly, or exercised control or direction over 8,595,331 common shares, or 28.42% of the outstanding common shares. John Lovoi. Mr. Lovoi has been Chairman of our Board of Directors since July 2013. Mr. Lovoi has been the managing partner of JVL Advisors, LLC, a private natural gas and oil investment advisor, since November 2002. He is a Director of Helix Energy Solutions Group, an operator of offshore natural gas and oil properties and production facilities, the Chairman of Innovex International, a leading provider of a broad range of products and services to the global oil and gas industry. We believe that Mr. Lovoi is qualified to serve as a member of our Board of Directors as a result of his background in investment banking, equity research, and asset management, with an emphasis on the global natural gas and oil practice. Jason Stabell. Mr. Stabell has served as chief executive officer and a director for Epsilon Energy Ltd. since July 2022. He has worked in the energy industry since 1998 with a focus on upstream E&P. Previously he served as President and CEO of Merlon International, LLC, a privately held company with assets in the Western Desert of Egypt and US Gulf Coast which was sold in 2019 to a publicly listed UK company where he served as an advisor until 2021. Previous to that, he served as CFO and ultimately President of privately held Merlon Petroleum Company, which had assets in the US Gulf Coast and Egypt and was sold in 2006. He has a BA in Economics from Williams College. We believe that Mr. Stabell is qualified to serve as a member of our board of directors as a result of his experience in the natural gas and oil industry. Tracy Stephens. Mr. Stephens has been a director since May 2017. He has also been a member of our Compensation, Nominating and Corporate Governance Committee, and Conflicts Committee since February 2019. He is the founder of Westminster Advisors, a CEO advisory services company, and served as its Chief Executive Officer from January 2018. He was previously employed by Resources Global Professionals, a large business consulting company, from July 2001 to December 2016, and was the Chief Operating Officer the last three years. We believe that Mr. Stephens is qualified to serve as a member of our Board of Directors as a result of his extensive experience with public companies. David Winn. Mr. Winn has been a director and member of the Audit Committee since January 2021. Mr. Winn recently retired from a 36-year career in public accounting that involved extensive board interaction. From 2003 until July 2020, Mr. Winn was an Audit Partner for Grant Thornton LLP, which is an independent audit, tax, and advisory firm and the U.S. member firm of Grant Thornton International Ltd. During his tenure, Mr. Winn served as audit department head, industry program leader, an engagement partner, quality control reviewer, and was a relationship partner to large clients. Mr. Winn has extensive Securities and Exchange Commission reporting experience with registration statements and annual and quarterly filings. Previously Mr. Winn served as a Director for PricewaterhouseCoopers LLP and previously as a Partner with Arthur Andersen LLP. We believe that Mr. Winn is qualified to serve as a member of our Board of Directors because of his experience in public accounting and public company reporting. Jason Stankowski. Mr. Stankowski has been a director and member of the Audit Committee since January 2021. Mr. Stankowski is the founder and a partner and portfolio manager for Clayton Partners, LLC. He began his career at Prudential Securities in San Francisco and spent eight years in structured finance at CMA Capital Management, where he acted in a number of roles, including specializing in corporate retirement planning, structuring complex investment and financing structures for Fortune 1000 companies. He became designated as a Chartered Financial Analyst in 2003. We believe that Mr. Stankowski is qualified to serve as a member of our Board of Directors based on his corporate finance and experience in public equity markets. Nicola Maddox. Ms. Maddox has been a director and member of the Compensation, Nominating and Corporate Governance Committee, and Conflicts Committee since May 2023. Ms. Maddox has over forty years’ experience in the oil and gas industry. After receiving her BA in Communications, she was employed by Exxon Minerals starting as an Associate Landman, eventually ending in Executive Management positions starting in 1993. She was a co-founder of Centurion Exploration Company in 2004, initially serving as an EVP and then becoming its President, CEO and Chairman of the Board from 2007 to 2009. At Merlon International, LLC, Ms. Maddox was SVP in charge of its Texas subsidiary. She advanced to EVP and ultimately President after Merlon sold its Egyptian subsidiary in 2019. Since 2022, she has been a self-employed energy advisor specializing in contract analysis, strategic planning, and negotiation strategies. We believe that Ms. Maddox is qualified to serve as a member of our Board of Directors because of her significant industry experience in upstream oil and gas. Bryan H. Lawrence. Mr. Lawrence is the founder and managing member Yorktown Energy Partners, which for over 25 years has managed private equity partnerships that have made investments in companies engaged in the energy industry. Mr. Lawrence was employed with the investment firm of Dillon, Read & Co. Inc. (“Dillon Read”) from 1966 to 1997, serving most recently as a Managing Director until Dillon Read merged with SCB Warburg in September 1997. Mr. Lawrence also serves as a director of the following publicly traded companies: Ramaco Resources, Inc., Riley Exploration Permian, Inc., Hallador Energy Company and Kestrel Heat LLC, the general partner of Star Group, L.P., as well as other non-public companies in the energy industry in which Yorktown holds equity interests. Mr. Lawrence is a graduate of Hamilton College and holds an M.B.A. from Columbia University. We believe that Mr. Lawrence is qualified to serve as a member of our Board of Directors because of his significant industry experience in upstream oil and gas.
Nominees for Election to the Board of Directors
Jack E. Vaughn. Mr. Vaughn is the founder of Peak E&P and has served as the Chairman of the board of directors and the Chief Executive Officer of Peak E&P since its formation in March 2011. Mr. Vaughn has almost 50 years of experience in the exploration and production industry. From 2002 to 2011, Mr. Vaughn was the Chairman of the board of directors and Chief Executive Officer for three prior iterations of Peak E&P with projects in the Granite Wash in the Texas Panhandle, the Barnett Shale in the Ft. Worth Basin, and in the Bakken Formation in the Williston Basin of North Dakota. Prior to forming Peak E&P, Mr. Vaughn served as the Vice President–Rocky Mountain Division for EnerVest Management Partners Ltd. from 1996 to 2002. Mr. Vaughn also managed a successful San Juan Basin coal bed methane project owned by an EnerVest Management Partners Ltd. and GE Capital Oil & Gas partnership and later sold to Texaco Inc. in November 2001. Before that, Mr. Vaughn was an Executive Project Manager for the Hillman Company Energy Group, where he managed the development of a successful CBM project in the San Juan Basin from 1989 to 2002. Prior to that time, Mr. Vaughn worked as a consultant in drilling and completion operations and project management throughout the Rockies, East Texas, and the Mid-Continent for a number of independents. Mr. Vaughn started his career in 1968 with Amoco Oil Company. Mr. Vaughn also served as member of the board of directors for Bonanza Creek Energy, Inc., the predecessor of Civitas Resources, Inc., from April 2017 until its acquisition by Civitas in April 2021. Mr. Vaughn holds a B.S. in Petroleum Engineering from the University of Texas at Austin. We believe that Mr. Vaughn is qualified to serve as a member of our Board of Directors because of his significant industry experience in upstream oil and gas. There is no family relationship, as defined by Item 401 of Regulation S-K (§ 229.401), between any director, executive officer, or person nominated or chosen by us to become a director or executive officer.
Summary Compensation Table
Summary Compensation Table The following table sets out information concerning the compensation paid to each person serving, during 2025, as our chief executive officer, chief financial officer, and our other most highly compensated executive officers for the three years ended December 31, 2025, 2024 and 2023. Compensation amounts in the following table are in U.S. dollars.
Summary Compensation Table
| | | | | Share-Based | Other | Total | | Name, Principal Position | Year | Salary | Bonuses | Awards | Compensation (4) | Compensation | | Jason Stabell, CEO (1) | 2025 | $331,000 | $237,000 | $796,998 | $16,760 | $1,381,758 | | | 2024 | $322,000 | $164,000 | $552,001 | $18,446 | $1,056,447 | | | 2023 | $311,000 | $184,000 | $851,003 | $7,350 | $1,353,353 | | Henry N. Clanton, COO (2) | 2025 | $290,000 | $178,000 | $237,002 | $15,042 | $720,044 | | | 2024 | $282,000 | $123,000 | $164,000 | $19,341 | $588,341 | | | 2023 | $272,000 | $92,000 | $92,004 | $15,752 | $471,756 | | Andrew Williamson, CFO (3) | 2025 | $271,000 | $214,000 | $340,001 | $14,058 | $839,059 | | | 2024 | $264,000 | $139,000 | $221,001 | $17,469 | $641,470 | | | 2023 | $239,000 | $138,000 | $355,006 | $12,448 | $744,454 |
Summary Compensation Table
| (1) Mr. Stabell was hired as our Chief Executive Officer in July 2022. His 2025 base salary was $331,000. |
Summary Compensation Table
2025—Share award of 166,736 common shares valued at $4.78 per share, the 30-day volume weighted average price ending on the grant date of December 31, 2025, which vests evenly over a three year period. Share award of 20,007 dividend equivalent rights common shares valued at $4.64 per share, market price on the grant date of December 31, 2025, which vested immediately. 2024—Share award of 88,889 common shares valued at $6.21 per share, market price on the grant date of December 31, 2024, which vests evenly over a three-year period. 2023—Share award of 108,465 common shares valued at $5.08 per share, market price on the grant date of December 31, 2023, which vests evenly over a three-year period. Share award of 56,180 common shares valued at $5.34 per share, market price on the grant date of July 1, 2023. This stub grant, although awarded in 2023, was based on 2022 performance. The grant vests evenly over a three-year period.
Summary Compensation Table
| (2) Mr. Henry Clanton was hired as our Chief Operating Officer in January 2018. His 2025 base salary was $290,000. |
Summary Compensation Table
2025—Share award of 49,582 common shares valued at $4.78 per share, the 30-day volume weighted average price ending on the grant date of December 31, 2025, which vests evenly over a three year period. Share award of 2,946 dividend equivalent rights common shares valued at $4.64 per share, market price on the grant date of December 31, 2025, which vested immediately. 2024—Share award of 26,409 common shares valued at $6.21 per share, market price on the grant date of December 31, 2024, which vest evenly over a three-year period. 2023—Share award of 18,111 common shares valued at $5.08 per share, market price on the grant date of December 31, 2023, which vest evenly over a three-year period.
Summary Compensation Table
| (3) Mr. Andrew Williamson was hired as our Chief Financial Officer in July 2022. His 2025 base salary was $271,000. |
Summary Compensation Table
2025—Share award of 71,130 common shares valued at $4.78 per share, the 30-day volume weighted average price ending on the grant date of December 31, 2025, which vests evenly over a three year period. Share award of 8,315 dividend equivalent rights common shares valued at $4.64 per share, market price on the grant date of December 31, 2025, which vested immediately. 2024—Share award of 35,588 valued at $6.21 per share, market price on the grant date of December 31, 2024, which grants vest evenly over a three-year period. 2023—Share award of 45,276 valued at $5.08 per share, market price on the grant date of December 31, 2023, which grants vest evenly over a three-year period. Share award of 23,409 common shares valued at $5.34 per share, market price on the grant date of July 1, 2023. This stub grant, although awarded in 2023, was based on 2022 performance. The grant vests evenly over a three-year period.
Summary Compensation Table
| (4) As a Company policy, Epsilon matches on 401K contributions up to 5%. |
Summary Compensation Table
Effective on January 15, 2026, the Board of Directors approved a 3% increase to the base salary of the Chief Executive Officer, Chief Operating Officer, and Chief Financial Officer.
Pay Versus Performance
Pay Versus Performance The following table sets forth certain information with respect to the Corporation’s financial performance and the compensation paid to our principal executive officer (“PEO”) and our non-PEO named executive officers (or “NEOs”) for our fiscal years ending in 2025 and 2024.
Pay Versus Performance
| | | | Average Summary | Average | Value of Initial Fixed | Value of Initial Fixed | | | Summary | Compensation | Compensation | Compensation | $100 Investment | $100 Investment | | | Compensation | Actually | Table Total | Actually Paid | Based on | Based on | | | Table Total | Paid to | for Non-PEO | to Non-PEO | Total Shareholder | Total Shareholder | | Year | for PEO (1)(2) | PEO (1)(2) | NEOs (1)(2) | NEOs (1)(2) | Return (3) | Return (3) | | 2025 | $1,381,758 | $951,278 | $779,552 | $617,015 | $80.50 | $(5,798,863) | | 2024 | $1,056,447 | $1,686,980 | $614,906 | $733,083 | $102.23 | $1,927,800 |
Pay Versus Performance
| (1) The PEO is Jason Stabell, the Corporation’s Chief Executive Officer. Our non-PEO NEOs are Henry Clanton, the Chief Operating Officer, and Andrew Williamson, the Chief Financial Officer. |
Pay Versus Performance
| (2) A reconciliation of Total Compensation from the Summary Compensation Table to Compensation Actually Paid to our PEO and our non-PEO NEOs (as an average) is shown below. |
Pay Versus Performance
| (3) Total Shareholder Return illustrates the value, as of the last day of each period indicated of a $100 investment in the common shares of the Corporation as of December 31, 2022, assuming reinvestment of all dividends. |
Pay Versus Performance
| | PEO | | Average of Non-PEO NEOs | | | Year | 2025 | 2024 | 2025 | 2024 | | Summary Compensation Table Total | $1,381,758 | $1,056,447 | $779,552 | $614,906 | | Adjustment for equity-based award: | | | | | | Deduct: Stock award amounts presented in the SCT | (796,998) | (552,001) | (288,502) | (192,501) | | Add: Fair value of awards granted during the year that remain unvested at year-end | 773,655 | 552,001 | 280,052 | 192,501 | | Add: Fair value of awards granted during the year that vested during the year | — | — | — | — | | Add/Deduct: Year-over-year change in fair value of awards granted in any prior fiscal year that are unvested | (322,633) | 568,083 | (66,571) | 136,023 | | Add/Deduct: Change in fair value from prior year end to vesting date of awards granted in prior fiscal years that vested during the year | (84,504) | 62,450 | (87,516) | (17,846) | | Deduct: Fair value of awards granted in prior fiscal years that were forfeited during the current fiscal year | — | — | — | — | | Compensation Actually Paid | $951,278 | $1,686,980 | $617,015 | $733,083 |
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION The following table sets out compensation earned in the year ended December 31, 2025, by persons that served as directors during the year:
DIRECTOR COMPENSATION
| | | Share-Based | | | Name | Fees Earned | Awards | Total | | John Lovoi | $95,000 | $65,000 | $160,000 | | Tracy Stephens | $65,000 | $65,000 | $130,000 | | David Winn | $70,000 | $65,000 | $135,000 | | Jason Stankowski | $55,000 | $65,000 | $120,000 | | Nicola Maddox | $55,000 | $65,000 | $120,000 |
DIRECTOR COMPENSATION
On a quarterly basis, we compensate each director for services rendered (unless a director elects not to receive payment) and reimburse reasonable out-of-pocket travel expenses when incurred. As of January 1, 2023, Board member compensation is fixed at an annual fee of $55,000 paid in cash quarterly and $65,000 as a share-based award valued at the 30-day volume weighted average share price ending on the grant date (vesting evenly over a three-year period). The Chairman of the Board receives an additional $40,000 annual cash fee, the Chairman of the Audit Committee receives an additional $15,000 annual cash fee, and the Chairman of the Compensation, Nominating, and Corporate Governance Committee receives an additional $10,000 annual cash fee.
Directors and Officers Liability Insurance
Directors and Officers Liability Insurance We maintain directors’ and officers’ liability insurance for the protection of our directors and officers against liability incurred by them in their capacities as our directors and officers. The policy provides an aggregate limit of liability of $35,000,000 with a retention held by the Corporation of $1,500,000. The current annual premium for the Directors’ and Officers’ liability insurance is approximately $350,000 and is re-bid annually. The premium is not allocated between Directors and Officers as separate groups.