DEF 14A of Prairie Operating Co.
Filed Apr 23, 2026 · FY20250001140361-26-016255
ITEM ONE: ELECTION OF DIRECTORS
ITEM ONE: ELECTION OF DIRECTORS At the recommendation of the Nominating & Governance Committee, the Board has nominated the following individuals for election as directors of the Company with their terms to expire at the Company’s 2027 annual meeting of stockholders or until their respective successors are elected and qualified or until their earlier death, resignation or removal: Erik Thoresen (Chairman) Richard N. Frommer Jonathan Gray Stephen Lee Each of the directors nominated by the Board has consented to serving as a director, being named in this Proxy Statement and serving on the Board if elected. The Board has no reason to believe that any of its nominees will be unable or unwilling to serve if elected. If a nominee becomes unable or unwilling to accept nomination or election, either the number of the Company’s directors will be reduced or the persons acting under your proxy will vote for the election of a substitute nominee that the Board nominates. See “Directors and Executive Officers—Director Nominees for Election Expiring at the 2027 Annual Meeting” below for biographical information regarding our director nominees. There are no family relationships, of first cousins or closer, among the Company’s directors and executive officers, by blood, marriage, or adoption.
DIRECTORS AND EXECUTIVE OFFICERS
DIRECTORS AND EXECUTIVE OFFICERS
Director Nominees and Continuing Directors
Director Nominees and Continuing Directors Unless otherwise directed in your proxy, it is the intention of the persons named in such proxy to vote the shares represented by such proxy for the election of each of the following nominees as a member of the Board, each to hold office until the annual meeting of our stockholders to be held in 2027 and until his successor is duly qualified and elected or until his earlier death, resignation or removal.
Director Nominees and Continuing Directors
| Name | Age | Position | Director Since | | Nominees: | | | | | Erik Thoresen | 53 | Chairman | 2023 | | Richard N. Frommer | 73 | Interim President and CEO and Director | 2024 | | Jonathan Gray | 45 | Director | 2023 | | Stephen Lee | 45 | Director | 2023 |
Director Nominees and Continuing Directors
Set forth below is the background, business experience, attributes, qualifications and skills of the Company’s executive officers, directors and director nominees. Executive officers serve at the discretion of the Board.
Director Nominees for Election Expiring at the 2027 Annual Meeting
Director Nominees for Election Expiring at the 2027 Annual Meeting Erik Thoresen has served as Chairman of the Board since March 2026 and as a director of the Company since May 2023. Mr. Thoresen has been a partner at Boka Group, LLC since November 2022. From January 2022 to December 2023, Mr. Thoresen served as the chief financial officer of Fusion Acquisition Corp. II. Prior to that, he served as the chief business development officer of Glass House Group, Inc., a vertically integrated consumer packaged goods cannabis company, from August 2021 to June 2022. Mr. Thoresen was the vice president of mergers and acquisitions and real estate at Harvest Health and Recreation, Inc., a multi-state cannabis company that is now part of Trulieve Cannabis Corp., from January 2019 to March 2021. Previously, from November 2013 to July 2018, Mr. Thoresen was the chief operating, and investment, officer of Jonathan D. Pond, LLC, a wealth management firm, and prior to that held executive roles at the Bank of New York Mellon Corporation and E*TRADE Financial Corporation. He received a Bachelor of Arts in International Relations from Syracuse University in 1994, and a Master of Business Administration from the Darden School at the University of Virginia in 2000. Mr. Thoresen’s previous board and senior leadership experience, in addition to his expertise in strategic planning, business development, investor relations, and corporate development activities, make him a valuable asset to the Board. Richard N. Frommer has served as the Company’s Interim President and CEO since March 2026 and as a director of the Company since November 2024. Mr. Frommer was President and Chief Executive Officer of Great Western Petroleum from February 2013 September 2021. From May 2002 to November 2012, Mr. Frommer was Senior Vice President, Rocky Mountain division at Samson Resources Company until its sale to KKR & Co., L.P. Prior to Mr. Frommer’s time at Samson Resources Company, Mr. Frommer spent four years at HS Resources Inc. as New Ventures Manager where he was responsible for entrance into new areas and plays in Colorado, Wyoming and Louisiana. He attended advanced oil and gas management courses at Southern Methodist University and earned his Bachelor of Arts in Earth Sciences from New York State University College at Oneonta. He is a Wyoming Certified Professional Geologist. We believe Mr. Frommer’s extensive financial and oil and gas experience enables him to provide the Board with insight and advice into a wide range of financing and industry-specific matters. Jonathan Gray has served as a director of the Company since May 2023. Mr. Gray has served as the Chief Executive Officer of First Idea International Ltd., a strategic advisory boutique, since its founding in 2008. Mr. Gray has also served as the chief executive officer of the Intelligent Design Agency, a design firm, from its founding to 2018. In 2016, Mr. Gray established The Hideaway Entertainment, LLC, a financing and production entertainment media company focused on motion picture, television, digital media, and technology, and has served as chief executive officer since the company’s founding. In addition, Mr. Gray is the co-owner of Beauchamp Estates France, a division of Beauchamp Estates International, which he founded in March 2005. Mr. Gray served as the founder and chief executive officer of JG Events, an international event management company, from its founding in 2003 until closing it in 2019. Mr. Gray earned his Baccalauréat Littéraire in Litteréture from Lycée Carnot, Cannes, in 1999. Mr. Gray’s extensive experience in establishing, financing, and managing companies brings valuable and important skills to the Board. Stephen Lee has served as a director of the Company since May 2023. Mr. Lee is the co-founder of Renewa LLC, a private renewables real estate company and has served as its co-Chief Executive Officer since February 2022. Prior to Renewa, Mr. Lee co-founded KLR in April 2012 and served as a Partner and a Managing Member of the firm until September 2020. Prior to founding KLR, Mr. Lee was a Director and co-Head of the Energy Investment Banking team at Rodman & Renshaw. Mr. Lee holds a Bachelor’s Degree in Economics from New York University. We believe that Mr. Lee’s extensive experience in the corporate finance and energy industry brings important and valuable skills to the Board. Non-Director Executive Officers:
Director Nominees for Election Expiring at the 2027 Annual Meeting
| Name | Age | Position | Executive Officer Since | | Gregory S. Patton | 39 | Executive Vice President and Chief Financial Officer | 2024 | | Daniel T. Sweeney | 49 | Executive Vice President, General Counsel and Corporate Secretary | 2023 | | Bryan Freeman | 56 | Executive Vice President, Operations | 2023 |
Director Nominees for Election Expiring at the 2027 Annual Meeting
Gregory S. Patton has served as the Executive Vice President and Chief Financial Officer of the Company since April 2025. Prior to that, Mr Patton served as the Company’s Executive Vice President, Commercial Development from November 2024 through March 2025, and he began his employment with the Company in March 2024. Prior to joining the Company, Mr. Patton served as CFO of Trigger Energy, LLC, an oil field service company, from November 2022 until March 2024. Prior to that, Mr. Patton served as Senior Vice President, Corporate Development and Finance of Great Western Petroleum, LLC, a private oil and gas company, from May 2015 until its sale to PDC Energy Inc. in May 2022, and afterward, pursued personal ventures until he began serving as CFO for Trigger Energy in November 2022. Prior to that, Mr. Patton served as Manager at Opportune, LLP., a consulting firm, from May 2011 to May 2015, and Ernst and Young, prior to May 2011. Mr. Patton received his Bachelor’s and Master’s Degree in Accounting from the University of Denver. Daniel T. Sweeney has served as our Executive Vice President, General Counsel and Corporate Secretary since July 2023. Mr. Sweeney served as Senior Vice President, General Counsel and Secretary of Great Western Petroleum, LLC, a private oil and gas company, from June 2018 until its sale to PDC Energy Inc. in May 2022. Prior to that, Mr. Sweeney served as Director, Assistant Secretary and Associate General Counsel at Eclipse Resources Corp., a private oil and gas exploration company, from May 2013 to June 2018, and held legal roles at Chesapeake Energy Corporation (NASDAQ: CHK), a publicly traded oil and gas exploration company, from November 2010 to May 2013, and Rex Energy Corporation, a then publicly traded oil and gas exploration company, from April 2008 to November 2010, from May 1999 to March 2008, Mr. Sweeney worked at several law firms. Mr. Sweeney received his Bachelor’s Degree in Political Science from Case Western Reserve University in 1999 and Juris Doctorate from the Thomas R. Kline School of Law at Duquesne University in 2005. Bryan Freeman has served as the Executive Vice President, Operations of the Company since May 2023, beginning his employment with the Company in October 2022. Mr. Freeman served as the Senior Vice President of Drilling and Completions at Rosehill from April 2017 to March 2020 and as an employee of Capstone Energy Management, LLC from August 2020 to October 2022. Prior to that, Mr. Freeman served as Drilling and Operations Manager at Tema Oil & Gas Company, a private oil and gas exploration company, from July 2016 until April 2017 and Production & Operation Engineering Manager for SM Energy Company (NYSE: SM) (“SM”), a publicly traded company engaged in hydrocarbon exploration, from July 2013 until July 2016. Before SM, Mr. Freeman served as a Senior Production Engineer at Hess Corporation (NYSE: HES), a publicly traded oil and gas exploration and production company, from 2012 to 2013, and Chevron Corporation (NYSE: CVX), a publicly traded, fully integrated energy company, from 2006 to 2012. Mr. Freeman began his career in the service sector in roles at Schlumberger Limited (NYSE: SLB), a publicly traded oil and gas services provider company, from 2004 to 2006, and Weatherford International plc (NASDAQ: WFRD), a publicly traded oilfield service company, from 2001 to 2004. Mr. Freeman received a Bachelor of Science and Masters of Science in Engineering from the University of Texas in 2001 and 2012, respectively.
Corporate Governance Guidelines
| • | Director Compensation |
Summary Compensation Table
Summary Compensation Table The table below sets forth all the compensation awarded to, earned by, or paid to our Named Executive Officers during fiscal years ended December 31, 2025 and 2024, except that Mr. Patton was not one of our named executive officers for 2024, and accordingly, information with respect to Mr. Patton for such year is not provided.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) (a) | Bonus ($)(b) | Stock Awards ($)(c) | All Other Compensation ($)(d) | Total ($) | | Edward Kovalik Former Chairman and Chief Executive Officer(e) | 2025 | 750,000 | 550,000 | 5,616,733 | 16,200 | 6,932,933 | | | 2024 | 550,000 | 550,000 | 2,750,000 | 13,800 | 3,863,800 | | Gary C. Hanna Former President(f) | 2025 | 675,000 | 550,000 | 5,616,733 | 14,000 | 6,855,733 | | | 2024 | 550,000 | 550,000 | 2,750,000 | 13,800 | 3,863,800 | | Gregory S. Patton Executive Vice President and Chief Financial Officer | 2025 | 550,000 | 350,000 | 3,936,800 | 16,200 | 4,853,000 | | Craig Owen Former Executive Vice President and Chief Financial Officer(g) | 2025 | 475,000 | 475,000 | 0 | 12,917 | 962,917 | | | 2024 | 350,000 | 750,180 | 1,050,000 | 13,729 | 2,163,909 |
Summary Compensation Table
| (a) The amounts reported in this column represent the actual amounts earned during the applicable calendar year. |
Summary Compensation Table
| (b) Represents the discretionary bonuses received by our Named Executive Officer for 2025. |
Summary Compensation Table
| (c) The amounts reported in this column for 2025 represents the aggregate grant date fair value, determined in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”), excluding the effects of estimated forfeitures, of restricted stock units (“RSUs”) and performance stock units (“PSUs”) awarded under the Long-Term Incentive Plan. The assumptions used in calculating the aggregate grant date fair value of such award are described under the heading “Note 16—Long-Term Incentive Compensation” in the notes to our consolidated financial statements included in the Company’s Form 10-K for the year ended December 31, 2025, which was filed with the SEC on March 31, 2026. |
Summary Compensation Table
| (d) The amounts reported in this column for 2025 reflect 401(k) match and HSA contributions from the Company to Messrs. Kovalik, Hanna, Patton and Owen of $16,000, $14,000, $16,200, and $12,917, respectively. |
Summary Compensation Table
| (e) Mr. Kovalik resigned as the Company’s Chief Executive Officer and Chairman, effective March 2, 2026. |
Summary Compensation Table
| (f) Mr. Hanna retired from the Company as President and Director, effective March 2, 2026. |
Summary Compensation Table
| (g) Mr. Owen resigned as the Company’s Executive Vice President and Chief Financial Officer, effective April 1, 2025. |
Outstanding Equity Awards at 2025 Fiscal Year-End
Outstanding Equity Awards at 2025 Fiscal Year-End The following table reflects information regarding outstanding equity-based awards held by our Named Executive Officers as of December 31, 2025, which consist of RSUs and PSUs granted under the Long-Term Incentive Plan.
Outstanding Equity Awards at 2025 Fiscal Year-End
| | Stock Awards | | | | | Name | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#) | Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($)(1) | | Edward Kovalik(6) | 83,746(2) | 141,531 | 83,746(4) | 141,531 | | | 687,980 (3) | 1,162,686 | 1,031,970(5) | 1,744,029 | | Gary C. Hanna(7) | 83,746(2) | 141,531 | 83,746(4) | 141,531 | | | 687,980(3) | 1,162,686 | 1,031,970(5) | 1,744,029 | | Craig Owen(8) | — | — | — | — | | Gregory S. Patton | 85,853(2) | 145,092 | 19,185(4) | 32,423 | | | 665,000(3) | 1,123,850 | 665,000(5) | 1,123,850 |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (1) The amount included in this column represents the market value of our common stock underlying the RSU and PSU awards, as applicable, granted to our Named Executive Officers, computed based on the closing price of our common stock on December 31, 2025, which was $1.69 per share. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (2) Represents an award of RSUs (2nd and 3rd tranches) granted under the Long-Term Incentive Plan with each RSU representing a contingent right to receive, upon vesting, one share of our common stock. The RSUs are scheduled to vest ratably in three annual installments beginning on March 5, 2025. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (3) Represents an award of RSUs granted under the Long-Term Incentive Plan with each RSU representing a contingent right to receive, upon vesting, one share of our common stock. The RSUs are scheduled to vest ratably in three annual installments beginning on March 26, 2026. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (4) Represents an award of PSUs granted under the Long-Term Incentive Plan with each PSU representing a contingent right to receive, upon vesting, one share of our common stock. Between 0% and 200% of the target number of PSUs granted, are eligible to vest in March 2027 subject to the achievement of a relative total shareholder return performance target for the three-year performance period beginning on January 1, 2024 and ending on December 31, 2026. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (5) Represents an award of PSUs granted under the Long-Term Incentive Plan with each PSU representing a contingent right to receive, upon vesting, one share of our common stock. Between 50% and 200% of the target number of PSUs granted are eligible to vest in subject to the achievement of a relating total shareholder return performance target for the three-year performance period beginning on January 1, 2025 and ending on December 31, 2027. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (6) Mr. Kovalik resigned as the Company’s Chief Executive Officer and Chairman, effective March 2, 2026, and all of Mr. Kovalik’s unvested RSUs at such time were vested in connection therewith and all of Mr. Kovalik’s unvested PSUs were forfeited at such time. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (7) Mr. Hanna retired from the Company as the Company’s President and Director, effective March 2, 2026, and all of Mr. Hanna’s unvested RSUs were vested in connection therewith and he will retain all of his unvested PSUs through the end of the applicable performance period. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (8) Mr. Owen resigned as the Company’s Executive Vice President and Chief Financial Officer, effective April 1, 2025, and all of Mr. Owen’s unvested RSUs and PSUs at such time were vested in connection therewith. |
Potential Payments Upon Termination or a Change of Control
Potential Payments Upon Termination or a Change of Control The following disclosures discuss the payments and benefits that our Named Executive Officer who is currently an officer of the Company (Gregory S. Patton) would have been eligible to receive upon certain termination events, assuming that each such termination occurred on December 31, 2025. As a result, the payments and benefits disclosed represent what would have been due and payable to such Named Executive Officer under the applicable agreements and plans in existence between each Named Executive Officer and the Company as of December 31, 2025; this disclosure does not reflect any changes to such agreements or plans, or new agreements or plans adopted, after December 31, 2025, unless specifically stated. Mr. Owen resigned as the Company’s Executive Vice President and Chief Financial Officer, effective April 1, 2025, Mr. Kovalik resigned as the Company’s Chief Executive Officer and Chairman in March 2026 and Mr. Hanna resigned as the Company’s President in March 2026. Please see “—Separation Agreements” below for information about the amounts received by such Named Executive Officers upon their separation from the Company.
Pay Versus Performance
Pay Versus Performance As required by Item 402(v) of Regulation S-K, we are providing the following information regarding the relationship between executive compensation and the company’s financial performance for each of the three years in the period ended December 31, 2025. As indicated above, we are permitted to report as a “smaller reporting company” under SEC rules. Accordingly, we have not included a tabular list of financial performance measures, and the table below (i) only includes the requisite information for three years, (ii) does not include information with respect to peer total stockholder return (“TSR”), and (iii) does not include a column for a Company-Selected Measure as defined in Item 402(v) of Regulation S-K. In accordance with applicable SEC rules, the adjustments described and quantified below were made to the values reported in the Summary Compensation Table for each applicable year to determine the “actual” compensation paid to our principal executive officers (“PEOs”) and the average “actual” compensation paid to our other non-PEO Named Executive Officers (“non-PEO NEOs”). The following table summarizes compensation values reported in the Summary Compensation Table for our PEOs and the average for our other non-PEO NEOs, as compared to “compensation actually paid” (“CAP”) and the company’s financial performance for the years ended December 31, 2025, 2024, and 2023:
Pay Versus Performance
| Year (a) | Summary Compensation Table Total for First PEO(1) (b) | Summary Compensation Table Total for Second PEO(1) (b) | Compensation Actually Paid to First PEO(1)(2) (c) | Compensation Actually Paid to Second PEO(1)(2) (c) | Average Summary Compensation Table Total for Non-PEO NEOs(1) (d) | Average Compensation Actually Paid to Non-PEO NEOs(1)(2) (e) | Value of Initial Fixed $100 Investment Based On TSR (f) | Net Income (Loss) (g) | | 2025 | $6,932,933 | — | $4,222,916 | — | $4,223,883 | $3,616,580 | $1.97 | $32,051,000 | | 2024 | $3,863,800 | — | $3,568,123 | — | $3,013,855 | $2,728,243 | $8.07 | $(40,912,000) | | 2023 | $1,625,988 | $50,000 | $1,625,988 | $50,000 | $2,564,945 | $2,058,802 | $11.10 | $(79,080,000) |
Pay Versus Performance
| (1) The first PEO and, if applicable, the second PEO reflected in the table for each of 2025, 2024, and 2023 are as follows: 2025: Edward Kovalik (First PEO) and Second PEO not applicable |
Pay Versus Performance
2025: Edward Kovalik (First PEO) and Second PEO not applicable 2024: Edward Kovalik (First PEO) and Second PEO not applicable 2023: Edward Kovalik (First PEO) and John D. Maatta (Second PEO) The non-PEO NEOs reflected in the table for each of 2025, 2024 and 2023 are as follows: 2025: Gary C. Hanna, Craig Owen and Gregory S. Patton 2025: Gary C. Hanna, Craig Owen and Gregory S. Patton 2024: Gary C. Hanna and Craig Owen 2023: Gary C. Hanna and Craig Owen
Pay Versus Performance
| (2) The company deducted from and added to the Summary Compensation Table total compensation the following amounts to calculate CAP in accordance with Item 402(v) of Regulation S-K as disclosed in columns (c) and (e) for our PEOs and non-PEO NEOs in each respective year. |
Pay Versus Performance
| | 2025 | 2024 | 2023 | | FIRST PEO SUMMARY COMPENSATION TABLE TOTALS. | $6,932,933 | $3,863,800 | $1,625,988 | | Add (Subtract): | | | | | Fair value of equity awards granted during the year from the Summary Compensation Table | (5,616,733) | (2,750,000) | — | | Fair value at year end of equity awards granted during the year | 2,906,716 | 2,454,323 | — | | Change in fair value of equity awards granted in prior years that were unvested as of the end of the year | — | — | — | | Change in fair value of equity awards granted in current year that vested during the year | — | — | — | | Change in fair value of equity awards granted in prior years that vested during the year | — | — | — | | Equity awards granted in prior years that were forfeited during the year | — | — | — | | Dividends or other earnings paid on equity awards during the year | — | — | — | | Total Equity Award Related Adjustments | $(2,710,018) | (295,677) | $— | | COMPENSATION ACTUALLY PAID TOTALS | $4,222,916 | $3,568,123 | $1,625,988 |
Pay Versus Performance
| | 2023 | | SECOND PEO SUMMARY COMPENSATION TABLE TOTALS | $50,000 | | Add (Subtract): | | | Fair value of equity awards granted during the year from the Summary Compensation Table | — | | Fair value at year end of equity awards granted during the year | — | | Change in fair value of equity awards granted in prior years that were unvested as of the end of the year | — | | Change in fair value of equity awards granted in current year that vested during the year | — | | Change in fair value of equity awards granted in prior years that vested during the year | — | | Equity awards granted in prior years that were forfeited during the year | — | | Dividends or other earnings paid on equity awards during the year | — | | Total Equity Award Related Adjustments | — | | COMPENSATION ACTUALLY PAID TOTALS | $50,000 |
Pay Versus Performance
| | 2025 | 2024 | 2023 | | NON-PEO NEOS SUMMARY COMPENSATION TABLE TOTALS | $4,223,883 | $3,013,855 | $2,564,945 | | Add (Subtract): | | | | | Fair value of equity awards granted during the year from the Summary Compensation Table | (3,184,511) | (1,900,000) | (1,457,143) | | Fair value at year end of equity awards granted during the year | 2,577,208 | 1,614,388 | 951,000 | | Change in fair value of equity awards granted in prior years that were unvested as of the end of the year | — | — | — | | Change in fair value of equity awards granted in current year that vested during the year | — | — | — | | Change in fair value of equity awards granted in prior years that vested during the year | — | — | — | | Equity awards granted in prior years that were forfeited during the year | — | — | — | | Dividends or other earnings paid on equity awards during the year | — | — | — | | Total Equity Award Related Adjustments | $(607,303) | $(285,612) | $(506,143) | | COMPENSATION ACTUALLY PAID TOTALS | $3,616,580 | $2,728,243 | $2,058,802 |
Narrative Disclosure to Pay versus Performance Table
Narrative Disclosure to Pay versus Performance Table The following graph illustrates the relationship between CAP for our PEOs and average CAP for our non-PEO NEOs and the cumulative TSR on our common stock. The cumulative TSR presented below assumes a $100 investment on December 31, 2023, 2024 and 2025 and the reinvestment of dividends for each year presented below. The following graph illustrates the relationship between CAP for our PEOs and average CAP for our non-PEO NEOs and the Company’s net income (loss) for each of the years ended December 31, 2023, 2024 and 2025.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION The following table summarizes the compensation provided to the non-employee directors of our Board for the fiscal year ended December 31, 2025. Mr. Kovalik, who served as Chairman of the Board during 2025, did not receive any additional compensation for his service as Chairman of the Board. All compensation provided to Mr. Kovalik with respect to the 2025 year is reflected within the Summary Compensation Table above.
DIRECTOR COMPENSATION
| Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | All Other Compensation ($) | Total ($) | | Gizman I. Abbas(3) | 150,000 | 277,726 | — | 427,726 | | Richard N. Frommer | 150,000 | 277,726 | — | 427,726 | | Jonathan H. Gray | 150,000 | 277,726 | — | 427,726 | | Stephen Lee | 150,000 | 277,726 | — | 427,726 | | Erik Thoresen | 150,000 | 277,726 | — | 427,726 |
DIRECTOR COMPENSATION
| (1) The amounts reflected in this column reflect the annual cash compensation paid to the non-employee directors, prorated based on days of service on the Board for the fiscal year ended December 31, 2025. |
DIRECTOR COMPENSATION
| (2) The amounts reflected in this column represent the grant date fair value computed in accordance with FASB ASC Topic 718 of (i) 38,860 RSUs granted to each of our non-employee directors in August 2025, which vest on June 4, 2026 and (ii) 62,500 RSUs granted to each of our non-employee directors in August 2025, which vest ratably in three annual installments beginning on March 26, 2026. Each RSU represents a contingent right to receive one share of our common stock. |
DIRECTOR COMPENSATION
| (3) Mr. Abbas resigned from the Company on April 22, 2026, effective May 15, 2026. |
2025 Non-Employee Director Compensation
2025 Non-Employee Director Compensation In connection with the compensation review of the Company’s executive management team discussed above under “Executive Compensation—2025 Compensation Analysis and Adjustments,” the Compensation Committee also reviewed and discussed the compensation of the Company’s non-employee directors with input and guidance from Zayla to assess whether the annual compensation paid to the Company’s non-employee directors is market competitive and comparable to the annual compensation payable to non-employee directors of publicly traded companies comparable to the Company. As a result of such review and consideration and in order to improve the competitive positioning of the annual compensation of the Company’s non-employee directors, based upon the recommendations of Zayla, the Compensation Committee (a) increased the annual cash compensation of the Company’s non-employee directors by $50,000 (from ($100,000 to $150,000) and, (b) increased the target value of the annual equity awards granted to the Company’s non-employee directors by $50,000 (from $100,000 to $150,000). In addition, for the other reasons discussed above under “Executive Compensation—2025 Compensation Analysis and Adjustments” relating to the successful execution of a number of key business strategies and objectives since the Company emergence as a publicly traded company, growth in BOEPD and market capitalization and growth outlook, and after a review of peer data for comparably sized post-IPO energy companies, the Compensation Committee determined it was advisable and in the best interests of the Company and its stockholders to grant each of the non-employee directors a one time equity award of 62,500 RSUs, which will vest ratably in three annual installments beginning on March 26, 2026 (the “One-Time Equity Awards”). Accordingly, the Compensation Committee recommended to the Board, and the Board subsequently approved, such adjustments to the compensation of the Company’s non-employee directors and the One-Time Equity Awards.