DEF 14A of Riley Exploration Permian, Inc.
Filed Apr 22, 2024 · FY20230001140361-24-021085
TABLE OF CONTENTS
| Potential Payments upon Termination or Change of Control | 27 | | Pay Versus Performance | 28 | | Director Compensation Table | 30 | | Director Retainer/Fees and Equity Compensation | 30 | | CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 31 | | Policies and Procedures | 31 | | Related Party Transactions | 31 | | Other Affiliate Matters | 32 | | Familial Relationships | 32 | | Involvement in Certain Legal Proceedings | 33 | | PROPOSAL 2 – RATIFICATION OF APPOINTMENT OF BDO USA, P.C. | 33 | | Principal Accountant Fees and Services | 33 | | Vote Required and Board Recommendation | 34 | | PROPOSAL 3 – ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION | 35 | | Vote Required and Board Recommendation | 35 | | AUDIT COMMITTEE REPORT | 36 | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 37 | | DELINQUENT SECTION 16(A) REPORTS | 39 | | STOCKHOLDER PROPOSALS FOR THE 2025 ANNUAL MEETING | 39 | | OTHER BUSINESS | 39 | | SAMPLE PROXY CARD | 40 |
What vote is required to approve the election of directors (Item 1 on the proxy card)?
What vote is required to approve the election of directors (Item 1 on the proxy card)? Directors are elected by a plurality of the votes cast at the Annual Meeting (that is the six (6) director nominees receiving the greatest number of votes cast will be elected). Broker non-votes will not have an effect on the outcome since they do not count as a vote cast under the plurality standard. What vote is required to approve the ratification of the selection of BDO USA, P.C. as our independent registered public accounting firm (Item 2 on the proxy card)? Under our Bylaws, the ratification of the selection of BDO USA, P.C. as our independent registered public accounting firm requires a majority of the shares present or represented by proxy and entitled to vote on the matter vote “for” the proposal. If you “abstain” from voting, it will have the same effect as an “against” vote because abstentions are treated as shares entitled to vote under Delaware state law.
Director Nominees and Board Recommendation
Director Nominees and Board Recommendation
Director Nominees and Board Recommendation
| ✓ | Our Board unanimously recommends that you vote “FOR” the election of each of the director nominees named below. |
Director Nominees and Board Recommendation
| Bobby D. Riley, 68 | | | Director Since: February 2021 | Chairman of the Board and Chief Executive Officer |
Director Nominees and Board Recommendation
Mr. Riley was appointed as the Chairman (the “Chairman”) of the Board of Riley Permian upon the closing of our merger with Riley Exploration-Permian, LLC (“REP LLC”) in February 2021. Previously, he served as a member of the board of managers, President and Chief Executive Officer of REP LLC since June 2016. Mr. Riley also served as the Chief Executive Officer of Riley Exploration Group, Inc. (“REG”) from when it was founded in 2012 to May 1, 2018. Prior to joining the Company, Mr. Riley was the Chairman and Chief Executive Officer of Riley Exploration, LLC (“REX”), since he founded REX in 2007 through 2012. Mr. Riley has nearly 40 years of experience in the independent oil and gas sector, in North America, South America, Europe, Africa and Asia. He has an extensive background in all aspects of oil and gas management and operations, including drilling, completion, work-over and production. In addition to his management and operational expertise, he has designed and patented specialized completion equipment that was licensed to Baker-Hughes and participated in the design, development and testing of Intelligent Well Bore Systems, which was sold to Weatherford International in 2000. In 2009, Mr. Riley created a joint venture with a private equity group to invest in unconventional oil and gas plays and deployed over $350 million of debt and equity capital in the Eagle Ford Shale and the Permian Basin. The joint venture acquired approximately 50,000 acres of prime leasehold acreage, drilled and completed over 40 wells and reached peak production of 4,000 BOE/d. From 2005 to 2007 Mr. Riley was Vice President of Operations at Activa Resources, Inc., or Activa, a publicly-traded exploration and production company. From 2002 to 2005, he was Managing Partner of Tuleta Energy Partners, LLC, a privately-held exploration and production company, until it was acquired by Activa Resources, Inc. From 1991 to 2001 Mr. Riley was President of an oil and gas service company specializing in well design and reservoir data acquisition, that was active in Nigeria, Venezuela, and Norway. He founded his first independent exploration and production company, Durango Energy, Inc., in 1984, and operated up to 150 wells in Oklahoma. Prior to that he was District Manager of Monitoring Systems Inc., a drilling and well control instrumentation company, installing equipment on jack-up rigs and semi-submersibles in the U.S., Brazil and Korea. Mr. Riley began his oil and gas career with Cameron Iron Works in Houston, Texas, in 1974. Mr. Riley has a bachelor’s degree in Business, Accounting and Finance from the University of Science & Arts of Oklahoma and completed the Advanced Drilling Operations and Well Control program at Murchison Drilling Schools. He is a member of the American Petroleum Institute and the Society of Professional Engineers and is IADC / MMS Well-Cap Certified.
Director Nominees and Board Recommendation
| Qualifications & Skills: | Mr. Riley brings to the Board over 45 years of experience in the oil and gas exploration and production industry and, as our Chief Executive Officer, a deep understanding of our business, operations and long term strategic objectives and challenges. His service on our Board creates an important connection between management and the Board. |
Director Nominees and Board Recommendation
| Bryan H. Lawrence, 81 | | Independent Director Since: February 2021 |
Director Nominees and Board Recommendation
Mr. Lawrence was appointed as an independent director on the Board of Riley Permian upon the closing of our merger with REP LLC in February 2021. Previously, Mr. Lawrence served as a member of the board of managers of REP LLC since 2016. Mr. Lawrence is a founder and senior manager of Yorktown Partners LLC, the investment manager of the Yorktown Partners group of investment funds, which make investments in companies engaged in the energy industry and has served in such positions since 1983. The Yorktown Partners investment funds were formerly affiliated with the investment firm of Dillon, Read & Co. Inc. where Mr. Lawrence had been employed since 1966, serving as a Managing Director until the merger of Dillon Read with SBC Warburg in September 1997. Mr. Lawrence also serves as a director of Hallador Energy Company, Ramaco Resources, Inc. and the general partner of Star Group, L.P. (each a United States publicly traded company) and certain non-public companies in the energy industry in which Yorktown Partners investment funds hold equity interests. Mr. Lawrence is a graduate of Hamilton College and also has an M.B.A. from Columbia University.
Director Nominees and Board Recommendation
| Qualification & Skills: | Mr. Lawrence’s over 50 years of experience in structuring and managing investments in public and private companies, including companies in the oil and gas industry, and extensive leadership roles (including serving on the board of directors for other public companies) are key attributes that make him well qualified to serve as a Director of the Company. |
Director Nominees and Board Recommendation
| Brent Arriaga, 50 | | | Independent Director Since: February 2021 | Committees: Audit (Chair), Compensation, Nominating and Corporate Governance |
Director Nominees and Board Recommendation
Mr. Arriaga was appointed as an independent director on the Board of Riley Permian upon the closing of our merger with REP LLC in February 2021. Mr. Arriaga has served as the Corporate Controller of Helix Energy Solutions Group, Inc., an offshore energy service company, (“Helix”) since 2018 and its Chief Accounting Officer since 2022. Mr. Arriaga has over 25 years of experience in finance and accounting in the energy and financial services industries spanning several continents. Prior to his role at Helix, Mr. Arriaga held roles in financial accounting and controllership at Weatherford International from 2015 to 2017, Citigroup, Inc. from 2006 to 2015, and Credit Suisse Group from 2004 to 2006. Mr. Arriaga began his career as an auditor at KPMG LLP in 1997. Mr. Arriaga holds a Bachelor of Business Administration in Accounting from the University of Texas at Austin and a Master of Business Administration from Rice University, Jesse H. Jones Graduate School of Business, where he was a Jones Scholar. Mr. Arriaga is a Certified Public Accountant in the State of Texas and is a Chartered Financial Analyst.
Director Nominees and Board Recommendation
| Qualifications & Skills: | Mr. Arriaga has comprehensive knowledge of the financial and operational sides of the exploration and production business and experience as an accounting executive and Certified Public Accountant, which is of considerable value in his service as Chairperson of the Audit Committee. |
Director Nominees and Board Recommendation
| Rebecca Bayless, 54 | | | Independent Director Since: January 2022 | Committees: Nominating and Corporate Governance (Chair), Audit, Compensation |
Director Nominees and Board Recommendation
Ms. Bayless was appointed as an independent director on January 25, 2022. Ms. Bayless has over 25 years of experience in the oil and gas industry and currently serves as Chief Financial Officer of Daytona Resources LLC. Ms. Bayless has been an integral part of three start-up private equity company management teams in the roles of CFO, CAO and Controller. Within these roles, she also took each of these companies to their liquidity exits through either asset sales, IPO or merger into a public company. These include serving as the CAO of Indigo Natural Resources LLC from 2016 to 2021, CFO of Indigo Minerals LLC from 2007 to 2016, Controller of Energy Resource Technology, a subsidiary of Helix Energy Solutions, from 2004 – 2006, and Controller of Prize Energy Company from 1999 – 2002. Additionally, Ms. Bayless has also served in various accounting roles with other public and private companies that include Pioneer Natural Resources and Merit Energy Company. Ms. Bayless holds a B.S. Degree in Accounting from Arkansas State University and is a licensed CPA in the State of Texas. Ms. Bayless serves on the Board of Trustees for The John Cooper School, The Club at Carlton Woods, The Houston Producers Forum, as their 2022 President, and as an Independent Advisor, Corporate Governance and Policies for Circon Energy. Within these organizations she also leads or serves on the finance committees for each of them. Ms. Bayless is a member of the Texas Society of Certified Public Accountants.
Director Nominees and Board Recommendation
| Qualifications & Skills: | Ms. Bayless brings over 25 years of experience in the oil and gas industry and extensive leadership roles in corporate finance, accounting, and treasury are key attributes that make her well qualified to serve as a director on our Board and as a member of the Audit Committee. |
Director Nominees and Board Recommendation
| E. Wayne Nordberg, 85 | | | Independent Director Since: February 2021 | Committees: Compensation (Chair), Audit, Nominating and Corporate Governance |
Director Nominees and Board Recommendation
E. Wayne Nordberg was appointed as an independent director on the Board of Riley Permian upon the closing of our merger with REP LLC in February 2021. Mr. Nordberg is currently the Chairman and Chief Investment Officer of Hollow Brook Wealth Management, LLC, a private investment management firm serving family offices, foundations, charities and pensions, and has served in such position since 1995. He has over 50 years of experience in investment research and portfolio management. From 2003 to 2007, Mr. Nordberg was a Senior Director at Ingalls & Snyder LLC, a privately owned registered investment advisor. He also formerly served on the Board of Directors of Lord, Abbett & Co., a mutual fund family, from 1988 to 1998. Mr. Nordberg also serves as an independent director of The Reeves Utility Income Fund, a $1 billion closed end investment trust listed on the NYSE, specializing in energy companies.
Director Nominees and Board Recommendation
| Qualifications & Skills: | Mr. Nordberg has decades of experience in leadership roles with private equity and investment management firms in the energy sector, which provides him with a comprehensive understanding of the Company’s business, finance and operations. Additionally, Mr. Nordberg has served as a director with other public companies, which is particularly beneficial to his service on our Board. |
Director Nominees and Board Recommendation
| Beth di Santo, 51 | | | Director Since: September 2021 | General Counsel and Corporate Secretary |
Director Nominees and Board Recommendation
Ms. di Santo was appointed as Corporate Secretary on February 26, 2021 and as a director and General Counsel on September 1, 2021. Previously, Ms. di Santo has served as outside legal counsel for the Company and its predecessor since 2016. She has provided strategic counsel on a broad range of legal, compliance, business and operational matters for the Company and its Board, including through a public merger, multiple securities offerings and asset acquisitions and divestitures. She is an attorney with over 20 years of experience in corporate and securities law. She provides oversight on legal matters, corporate governance and compliance issues, as well as handling corporate and securities transactional matters. Ms. di Santo started her legal career as a Corporate Finance Attorney in the New York office of Clifford Chance US LLP in 1999 where she represented a variety of clients in a wide range of transactional, corporate governance and securities transactions. In 2008, she founded di Santo Law PLLC to continue her corporate and securities practice. Ms. di Santo received her Juris Doctor, Magna Cum Laude, from the University of Miami School of Law, where she served on the Editorial Board of the Miami Law Review. She graduated with a Bachelor of Arts in Political Science and Economics from the University of Miami.
Director Nominees and Board Recommendation
| Qualifications & Skills: | Ms. di Santo brings over 20 years of expertise as a corporate and securities attorney and, through her service as the Company’s legal counsel, deep insight and knowledge of our structure, operations and long term strategic objectives. Additionally, Ms. di Santo has significant experience with legal aspects of corporate governance through her representation of the board of directors of numerous public companies. Her legal expertise combined with her in-depth knowledge of the Company provides the Board with valuable and diverse insight on a myriad of governance and operational matters. |
CORPORATE GOVERNANCE
CORPORATE GOVERNANCE
Corporate Governance Guidelines
Corporate Governance Guidelines Our business and affairs are managed under the direction of our Board. The Board’s corporate governance guidelines (the “Corporate Governance Guidelines”) establish the Company’s governance framework. The Corporate Governance Guidelines address the structure and operation of the Board, including matters related to Board meetings; director independence; tenure; outside board memberships; the role of the Board’s Chairman; membership on Board Committees; and Board and Committee performance evaluations. Additionally, the Company adopted a Charter for each of the Committees of the Board. The Company’s governance guidelines and policies are reviewed and updated periodically, in light of changing regulations, evolving best practices and stockholder feedback.
Codes of Business Conduct and Code of Ethics
Codes of Business Conduct and Code of Ethics The Board has adopted a Code of Business Conduct and Ethics applicable to our employees, directors and officers and a Code of Ethics for Senior Financial Officers that applies to our principal executive officer, principal financial officer, principal accounting officer and controller, in accordance with applicable U.S. federal securities laws and the NYSE American Company Guide. Any waiver of these codes may be made only by our Board and will be promptly disclosed as required by applicable U.S. federal securities laws and the NYSE American rules. In accordance with good corporate governance practices, we periodically review and revise these documents as necessary.
Board Risk Assessment and Control
Board Risk Assessment and Control Our Board oversees an enterprise-wide approach to oil and gas industry risk management, designed to support the achievement of organizational objectives, including strategic objectives, to improve long term organizational performance and enhance stockholder value. The Board meets regularly with senior management, including the executive officers, to discuss strategy and risks facing the Company. Senior management attends the quarterly meetings of the Board, as well as certain committee meetings, in order to review impacts to our operations and address any questions or concerns raised by directors on risk management and any other matter. It is the Board’s responsibility to monitor our risk management processes by informing itself concerning our material risks and evaluating whether management has reasonable controls in place to address the material risks. While our Board has the ultimate oversight responsibility for the risk management process, other committees of our Board also have responsibility for specific risk management activities. In particular, the Audit Committee focuses on financial risk, including internal controls, and oversees compliance with regulatory requirements. In setting compensation, the Compensation Committee of our Board (the “Compensation Committee”) approves compensation programs for the officers and other key employees to encourage an appropriate level of risk-taking behavior consistent with our business strategy. More information about the Company’s corporate governance practices, guidelines, policies and procedures is available on the Company’s website under the heading “About—Governance” at www.rileypermian.com/about/governance.
Combined Chairman and CEO Roles
Combined Chairman and CEO Roles The Board does not have a policy on whether or not the roles of Chairman of the Board and CEO should be separate or combined and, if they are to be separate, whether the Chairman of the Board should be selected from the non-employee directors or be an employee. The directors serving on our Board possess considerable professional and industry experience, significant and diverse experience as directors of both public and private companies and a unique knowledge of the challenges and opportunities that Riley Permian faces. As such, the Board believes that it is in the best position to evaluate the needs of Riley Permian and to determine how best to organize Riley Permian’s leadership structure to meet those needs. The Board believes that the most effective leadership structure for Riley Permian at the present time is for Mr. Bobby D. Riley to serve as both Chairman of the Board and CEO. This model has succeeded because it makes clear that the Chairman of the Board and CEO is responsible for managing our business, under the oversight and review of our Board. This structure also enables our CEO to act as a bridge between management and the Board, helping both to act with a common purpose. While the Board retains the authority to separate the positions of Chairman and CEO if it deems appropriate in the future, the Board believes the combined role of Chairman and CEO is currently effective. Combining these roles places one person in a position to guide the Board in setting priorities for Riley Permian and in addressing the risks and challenges we face. The Board believes that, while each of its directors brings a diversity of skills and perspectives to the Board, Mr. Bobby D. Riley, by virtue of his day-to-day involvement in managing Riley Permian, is best suited to perform this unified role. The Board believes there is no single organizational model that is the best and most effective in all circumstances. As a result, the Board periodically considers whether the offices of Chairman and CEO should continue to be combined and who should serve in such capacities. The Board will continue to reexamine its corporate governance policies and leadership structures on an ongoing basis to ensure that they continue to meet our needs.
Direct Communications with our Board
Direct Communications with our Board Stockholders and other interested parties desiring to communicate with our Board, or any director in particular, may do so by mail addressed as follows: Attn: Board of Directors, Riley Exploration Permian, Inc., 29 East Reno Ave., Suite 500, Oklahoma City, OK 73104. Our Chief Executive Officer or Chief Financial Officer reviews each such communication received from stockholders and other interested parties and will forward the communication, as appropriate and reasonably practicable, to the Board (or individual director) for consideration should the communication fall within the scope of matters generally considered by our Board.
Board of Directors
Board of Directors
Summary Compensation Table
Summary Compensation Table The following table sets forth the compensation and benefits that were paid to or earned by our named executive officers for the years ended December 31, 2023 and 2022, to the extent that such individuals were named executive officers for such year.
Summary Compensation Table
| Name and Principal Position | Year | Base Salary ($) | Annual Bonus ($) | Equity Awards ($) (1) | All Other Compensation ($) (2) | Total ($) | | Bobby D. Riley | 2023 | $473,486 | $670,165 | $1,577,173 | $43,333 | $2,764,157 | | Chief Executive Officer | 2022 | $449,712 | $408,099 | $1,058,848 | $40,759 | $1,957,418 | | Kevin Riley | 2023 | $384,155 | $482,782 | $1,325,543 | $39,605 | $2,232,085 | | President | 2022 | $377,964 | $342,990 | $741,585 | $37,352 | $1,499,891 | | Philip Riley | 2023 | $399,420 | $476,387 | $1,307,991 | $39,605 | $2,223,403 | | Chief Financial Officer and | 2022 | $372,957 | $338,446 | $731,772 | $37,947 | $1,481,122 | | Executive Vice President - Strategy | | | | | | |
Summary Compensation Table
| (1) The amounts reported in this column represent the grant date fair value of the equity awards of restricted stock granted, calculated in accordance with FASB ASC Topic 718. The following table provides additional information about these equity awards granted to our named executive officers during the fiscal years presented. |
Summary Compensation Table
| Name | Purpose | Grant Date | Fiscal Year Recognized | Shares of Stock | Grant Date Fair Value | | Bobby D. Riley | Fiscal Year 2023 LTIP Bonus | 10/9/2023 | 2023 | 54,273 | $1,577,173(a) | | | Fiscal Year 2022 LTIP Bonus | 9/27/2022 | 2022 | 64,960 | $1,058,848(a) | | Kevin Riley | Fiscal Year 2023 LTIP Bonus | 10/9/2023 | 2023 | 45,614 | $1,325,543(a) | | | Fiscal Year 2022 LTIP Bonus | 9/27/2022 | 2022 | 45,496 | $741,585(a) | | Philip Riley | Fiscal Year 2023 LTIP Bonus | 10/9/2023 | 2023 | 45,010 | $1,307,991(a) | | | Fiscal Year 2022 LTIP Bonus | 9/27/2022 | 2022 | 44,894 | $731,772(a) |
Summary Compensation Table
| (a) Represents awards of restricted stock, which vest in equal installments over three years, beginning on the first anniversary of the grant date. |
Summary Compensation Table
| (2) The amounts reported in this column consists of Company matching contributions of eligible salary into the Company’s sponsored 401(k) plan, subject to IRS and plan limits, and the portion of insurance benefits that is paid by the Company. |
Outstanding Equity Awards at Year End 2023
Outstanding Equity Awards at Year End 2023 The following table shows the equity awards outstanding for each of the NEOs as of December 31, 2023:
Outstanding Equity Awards at Year End 2023
| Name | Number of shares of restricted stock that have not vested (1) | Market value of shares of restricted stock that have not vested (2) | | Bobby D. Riley | 110,348 | $3,005,880 | | Kevin Riley | 64,887(3) | $1,767,522 | | Philip Riley | 83,882 | $2,284,946 |
Outstanding Equity Awards at Year End 2023
| (1) Restricted stock vests ratably over a three-year term from initial grant date. |
Outstanding Equity Awards at Year End 2023
| (2) The value of the unvested restricted stock is shown assuming a market value of $27.24, the closing market price of a share of common stock on December 29, 2023. |
Outstanding Equity Awards at Year End 2023
| (3) Amount reflected here is the amount Kevin Riley is entitled to under his Separation Agreement. |
Potential Payments upon Termination or Change in Control
Potential Payments upon Termination or Change in Control
Pay Versus Performance
Pay Versus Performance The following tables and related disclosures provide information for fiscal years 2021, 2022, 2023 and the transition period from October 31, 2021 to December 31, 2021 (the “Transition Period” or “TP”) about (i) the “total compensation” of each of our principal executive officers (“PEOs”), and our other named executive officers (the “Non-PEO Named Executive Officers”) as presented in the Summary Compensation Table above, (ii) the “compensation actually paid” or “CAP” to our PEOs and our Non-PEO Named Executive Officers, as calculated pursuant to the SEC’s pay-versus-performance rules, (iii) certain financial performance measures, and (iv) the relationship of the “compensation actually paid” to those financial performance measures. This disclosure has been prepared in accordance with Item 402(v) of Regulation S-K under the Exchange Act, and does not necessarily reflect value actually realized by the executives or how our Compensation Committee evaluates compensation decisions in light of Company or individual performance.
Pay Versus Performance
| Fiscal Year | Summary Compensation Table total for PEO #1(1) | Compensation Actually Paid to PEO #1(1)(4) | Summary Compensation Table total for PEO #2 (PEO)(2) | Compensation Actually paid to PEO #2 (2)(4) | Average Summary Compensation Table Total for Non-PEO NEOs (3) | Average Compensation actually paid to Non-PEO NEOs (3)(4) | Value of initial fixed $100 investment based on Total Shareholder Return (5) | Net Income (Loss) (in Thousands) | | 2023 | N/A | N/A | $2,764,157 | $2,404,653 | $2,227,744 | $1,423,322 | $313.04 | $111,591 | | 2022 | N/A | N/A | $1,957,418 | $3,887,351 | $1,494,459 | $2,564,613 | $323.72 | $118,011 | | TP | N/A | N/A | $1,395,244 | $880,137 | $1,046,216 | $830,055 | $202.82 | $21,398 | | 2021 | $97,953 | $97,953 | $3,196,485 | $4,485,053 | $1,383,774 | $1,765,716 | $243.35 | $(46,869) |
Pay Versus Performance
| (1) PEO #1 was Michael Rugen, who served as the Company’s Chief Executive Officer and Chief Financial Officer in 2021 through the date of our Merger with REP LLC, after which he served as the Company’s Chief Financial Officer until September 1, 2021. Amounts shown in this column represent Mr. Rugen’s compensation in fiscal year 2021 through the date of our Merger with REP LLC, which was the only period shown for which he served as the Company’s PEO. |
Pay Versus Performance
| (2) PEO #2 is Bobby D. Riley, who became the Company’s Chief Executive Officer upon the closing of our Merger with REP LLC. Consistent with the Summary Compensation Table, amounts in this column for 2021 include Mr. Riley’s compensation from the Company’s accounting predecessor, REP LLC, for periods prior to our Merger with REP LLC and from the Company for periods after our Merger with REP LLC. |
Pay Versus Performance
| (3) Non-PEO Named Executive Officers for fiscal year 2023 consisted of Kevin Riley and Philip Riley. Non-PEO Named Executive Officers for all other periods consisted of Kevin Riley, Philip Riley and Corey Riley. |
Pay Versus Performance
| (4) The amounts shown in the Compensation Actually Paid columns have been calculated in accordance with Item 402(v) of Regulation S-K under the Exchange Act, and do not reflect compensation actually realized or received by the PEOs or the Non-PEO Named Executive Officers, but rather reflect the inclusions or exclusions from the amounts shown in the Summary Compensation Table reflected below: |
Pay Versus Performance
| | PEO | | | | Average of the Non-PEO NEOs | | | | | | 2023 | 2022 | TP | 2021 | 2023 | 2022 | TP | 2021 | | Summary Compensation Table Total | $2,764,157 | $1,957,418 | $1,395,244 | $3,196,485 | $2,227,744 | $1,494,459 | $1,046,216 | $1,383,774 | | Deduction for Amounts Reported under the Stock Awards Column in the SCT | (1,577,173) | (1,058,848) | (898,729) | (2,600,080) | (1,316,767) | (738,662) | (629,744) | (1,003,150) | | Deduction for Amounts Reported under the Option Awards Column in the SCT | - | - | - | - | - | - | - | - | | Increase for Fair Value of Awards Granted during year that Remain Unvested at Period End | 1,478,397 | 1,911,773 | 740,130 | 2,012,213 | 961,899 | 1,333,670 | 518,613 | 592,815 | | Increase for Fair Value of Awards Granted during year that Vest during period | - | - | - | 1,876,435 | - | - | - | 792,277 | | Increase/deduction for changes in fair value from prior year-end to current year-end of awards grants prior to year that were outstanding and unvested as of year-end | (122,804) | 546,890 | (283,795) | - | (85,569) | 269,802 | (83,842) | - | | Increase/deduction for changes in fair value from prior year-end to vesting date of awards grants prior to year that vested during year | (137,924) | 530,118 | (72,713) | - | (69,685) | 205,344 | (21,188) | - | | Deduction of Fair Value of Awards Granted prior to year that were forfeited during year | - | - | - | - | (294,300) | - | - | - | | Increase based upon incremental fair value of awards modified during year | - | - | - | - | - | - | - | - | | Increase based on dividends or other earnings paid during year prior to vesting date of award | - | - | - | - | - | - | - | - | | Compensation Actually Paid | $2,404,653 | $3,887,351 | $880,137 | $4,485,053 | $1,423,322 | $2,564,613 | $830,055 | $1,765,716 |
Pay Versus Performance
| (5) Total Shareholder Return illustrates the value, as of the last day of each period indicated of a $100 investment in the common stock of Tengasco as of October 1, 2020, assuming reinvestment of all dividends. |
Pay Versus Performance
Relationship Between CAP and Total Shareholder Return Total Shareholder Return increased by more than three times from the beginning of the measurement period through year-end of 2023. PEO #1 exited the Company in 2021 and provides less informative comparison over the past three years. The CAP for PEO #2 and for the average of the Non-PEO Named Executive Officers fluctuated from 2021 through 2023, with the 2023 CAP lower than both the 2021 CAP and 2022 CAP. Relationship Between CAP and Net Income Net income for the Company increased from 2021 through 2023. Over the same period, the CAP for PEO #2 and for the average of the Non-PEO Named Executive Officers fluctuated from 2021 through 2023, with the 2023 CAP lower than both the 2021 CAP and 2022 CAP. In addition to Net Income, the Committee considers a mix of performance measures throughout its annual and long-term incentive programs to align executive pay with Company performance.
Director Compensation Table
Director Compensation Table The table below summarizes the total compensation for each of the non-employee directors for the year ended December 31, 2023.
Director Compensation Table
| Director | Board Fees ($) (1) | Stock Award ($) (2) | Total ($) | | Brent Arriaga | $100,192 | $209,868(5) | $310,060 | | Rebecca Bayless | $100,192 | $209,868(5) | $310,060 | | Bryan H. Lawrence (3) | $- | $- | $- | | E. Wayne Nordberg | $100,192 | $209,868(5) | $310,060 | | Beth di Santo (4) | $- | $- | $- |
Director Compensation Table
| (1) Reflects the amount of the annual retainer, committee retainers (as applicable) and meeting fees, which were paid in cash during the year ended December 31, 2023. |
Director Compensation Table
| (2) The amounts reported in this column represent the grant date fair value of the equity awards of restricted stock granted, calculated in accordance with FASB ASC Topic 718. |
Director Compensation Table
| (3) Mr. Lawrence has elected not to receive compensation for his service as a director. |
Director Compensation Table
| (4) Ms. di Santo has elected not to receive compensation for her service as a director. Payments to Ms. di Santo for legal services provided to the Company pursuant to an engagement letter with di Santo Law PLLC is set forth under the heading “Related Party Transactions” below. |
Director Compensation Table
| (5) The restricted stock awards have a one-year vesting period, which resulted in these restricted stock awards vesting in May 2024. |