DEF 14A of HighPeak Energy, Inc., Apr 17, 2024

DEF 14A of HighPeak Energy, Inc.

Filed Apr 17, 2024 · FY20230001437749-24-012319

Open on EDGAR

  1. PROPOSAL ONE—ELECTION OF DIRECTORS

    PROPOSAL ONE—ELECTION OF DIRECTORS The Amended and Restated Bylaws of the Company provides for a Board of Directors consisting of not less than three (3) nor more than ten (10) directors. Currently the Board consists of seven (7) directors. The Board of Directors has nominated the following individuals for election as Class A directors of the Company’s Board of Directors, to serve until the 2027 Annual Meeting, and until his or her successor is elected and qualified or until his or her earlier of death, resignation or removal: Jay M. Chernosky Sharon F. Fulgham Mr. Chernosky and Ms. Fulgham are currently serving as Class A directors of the Company. Biographical information for each nominee is contained in the “Directors and Section 16 Officers” section below. The Board of Directors has no reason to believe that any of its nominees will be unable or unwilling to serve if elected. If a director 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 the proxy will vote for the election of a substitute director nominee that the Board of Directors recommends.

  2. DIRECTORS AND SECTION 16 OFFICERS

    (1) Member of the Audit Committee. (2) Member of the Compensation Committee. (3) Member of the Nominating & Governance Committee. (4) Member of the ESG Committee. Jay M. Chernosky, our director nominee, has served on our Board since August 2020 and is currently a Principal of Travis Energy Partners LP since 2019, Jayco Holdings I, LP since 2005, Jayco Holdings II, LP since 2010, Jayco Holdings LLC since 2005, Bertrand Properties LP and Bertrand Properties, Inc. since 2000, Headwater Springs Ranches, LLC and Vargas Properties LP since 2022, which are private family-owned real estate, timber and energy investment entities. Mr. Chernosky was previously a Managing Director of the Energy & Power Corporate & Investment Banking group at Wells Fargo Securities from 2009 until his retirement in 2019. Mr. Chernosky joined Wells Fargo’s predecessor firm Wachovia Securities (formerly First Union) in 1993 as a co-founder of the energy practice. Prior to joining Wells Fargo Securities, Mr. Chernosky worked in various capacities in the Energy Division of First City, Texas - Houston for 10 years. During his career, Mr. Chernosky was charged with developing strategic and financial ideas and solutions for relationships he managed and was also responsible for the origination and execution of public and private capital markets activities and merger and acquisition advisory services. During this time, Mr. Chernosky’s primary focus was on the upstream sector of the oil and gas industry. Currently, Mr. Chernosky serves on the board of directors of Colt Midstream LLC, a private gas gathering and processing company focused in the Fort Worth Basin of Texas since 2019. In addition, Mr. Chernosky serves as Chairman of the Endowment Board of the Christian Community Service Center. Previously, Mr. Chernosky served on the Christian Community Service Center Board of Directors. Mr. Chernosky has previously served on the board of directors and is an active member of the Houston Producers’ Forum, the Houston Energy Finance Group. Mr. Chernosky has served on the regional board of directors of OneGoal Houston, a non-profit organization. Mr. Chernosky graduated from The University of Texas at Austin with a Bachelor of Business Administration in 1981 and received a Master of Business Administration from the University of Houston in 1983. Mr. Chernosky is also a graduate of the Southwestern Graduate School of Banking at Southern Methodist University in 1993. Mr. Chernosky has been nominated as a Class A director, and if elected at the Annual Meeting, will serve until the 2027 Annual Meeting, or until his earlier death, resignation or removal. We believe that, based on Mr. Chernosky’s prior experience in the oil and natural gas industry, his broad experience in energy investment banking, capital markets and merger and acquisition advisory services, and his previous board experience, Mr. Chernosky is well-qualified to serve as a member of the Board of HighPeak Energy. Sharon F. Fulgham, our director nominee, has served on our Board since August 2020 and is currently a partner of the Fulgham Hampton Law Group, where she has served since August 2017. Ms. Fulgham has also been associated with Carlisle Title since December 2016 and has been their corporate attorney since November 2019. Prior to working at Fulgham Law Firm, P.C., Ms. Fulgham was a partner at Kelly Hart & Hallman from January 2016 to November 2016 and an associate at Kelly Hart & Hallman from 2009 to 2016. During her legal career, Ms. Fulgham has represented numerous public and private companies in litigation matters including commercial and employment disputes. Specifically, she has extensive experience representing companies in the oil and gas sector, as well as experience in the title industry preparing title documents for real estate closings and instruction to brokers and realtors. Over the past decade, Ms. Fulgham has served the Fort Worth community extensively through the Junior League of Fort Worth, Inc. (the “Junior League”), a charitable nonprofit organization of women committed to promoting volunteerism, developing the potential of women and improving communities, both as a community volunteer and in leadership roles within the organization. She served as Vice President of Administration and sat on the board of directors from 2015 to 2016. Ms. Fulgham is currently a sustaining member and served on the Junior League’s Legal Committee from 2019 to 2022. Currently, Ms. Fulgham is a sustaining member of the Junior League. Ms. Fulgham is also involved in the Young Men’s Service League, a national nonprofit made up of mothers and their teenage sons who volunteer together to serve their local communities, and has served on the board of directors for the local chapter since 2021. Ms. Fulgham graduated cum laude from Texas Christian University with a Bachelor of Science in Biology in 2000 and went on to obtain her Juris Doctorate from the University of Houston in 2004. Ms. Fulgham has been nominated as a Class A director, and if elected at the Annual Meeting, will serve until the 2027 Annual Meeting, or until her earlier death, resignation or removal. We believe that, based on Ms. Fulgham’s prior experience representing companies in the oil and natural gas sector and previous board experience, Ms. Fulgham is well-qualified to serve as a member of the Board of HighPeak Energy. Jack Hightower has served as our Chairman of the Board and Chief Executive Officer (“CEO”) since 2019. Prior to the HighPeak business combination on August 21, 2020 (the “HighPeak business combination” or, the “business combination”), Mr. Hightower served as Chairman of the board of directors, CEO and President of Pure Acquisition Corp. (“Pure”) since its incorporation in November of 2017. Mr. Hightower has over 50 years of experience in the oil and gas industry managing multiple exploration and production (“E&P”) platforms. Mr. Hightower currently serves as the Chairman of the board of directors and CEO of the general partners of funds affiliated with the Company and HighPeak Energy Partners, LP and HighPeak Energy Partners II, LP (the “HighPeak Funds”), a position held since 2014. Mr. Hightower served as Chairman, President and CEO of Bluestem Energy Partners, LP (“Bluestem”) from 2011 to 2013. Prior to forming Bluestem, Mr. Hightower served as Chairman, President, and CEO of Celero Energy II, LP (“Celero II”) from 2006 to 2009 and as Chairman, President and CEO of Celero Energy, LP (“Celero”) from 2004 to 2005. Prior to forming Celero, Mr. Hightower served as Chairman, President and CEO of Pure Resources, Inc. (“Pure Resources”) (NYSE: PRS), which became the 11th largest publicly traded independent E&P company in North America. In October 2002, Unocal tendered for the Pure Resources shares it did not already own. In March 1995, Mr. Hightower founded Titan (Nasdaq: TEXP), the predecessor to Pure Resources, and served as Chairman, President and CEO. Prior to founding Titan, Mr. Hightower served as Chairman, President and CEO of Enertex Inc., the general partner and operator of record for several oil and gas partnerships from 1991 to 1994. Mr. Hightower graduated from Texas Tech University in 1970 with Bachelor of Business Administration degrees in Administrative Finance and Money, Banking & Investments. Mr. Hightower was elected as a Class C director in 2023, to serve until the 2026 Annual Meeting of Stockholders of HighPeak Energy, or until his earlier death, resignation or removal. We believe Mr. Hightower is well-qualified to serve as a member of the Board of HighPeak Energy due to his executive leadership and industry experience. Keith A. Covington has served on our Board since August 2020 and is an active real estate investor specializing in residential properties in southern California for the past 28 years, most recently serving as a General Partner for Magnolia Partners since 2002.

  3. DIRECTORS AND SECTION 16 OFFICERS

    Mr. Covington is an independent director on the board of directors of Gores Holdings IX, Inc. (Nasdaq: GHIX) (a Special Purpose Acquisition Company (“SPAC”)), and a member of both its audit and compensation committees since its January 2022 IPO for $525 million, which will target acquisitions in any industry or sector and will have an operational focus. Mr. Covington was an independent director on the board of directors of Gores Holdings VII, Inc., a SPAC, and a member of both its audit and compensation committees since its February 2021 IPO for $550 million, until it was liquidated to stockholders at par in December 2022. Mr. Covington was a founding board member of Pure Resources, Inc., an energy company engaged in the exploration and development of oil and gas properties which had a market capitalization of over $1 billion and served such directorship from 2000 to 2002. As an independent director for over two years, Mr. Covington served as chairman of the audit committee and member of the compensation committee of Pure Resources and was a co-member of the special committee responsible for evaluating, negotiating and recommending on behalf of company shareholders the acquisition of Pure Resources, Inc. to Unocal Corporation (acquired by Chevron Corporation) in October 2002. Mr. Covington served in various capacities over 11 years at Davis Companies from 1991 to 2002, where he was Vice President and earlier served as Principal of Stone Canyon Venture Partners, LLC. Mr. Covington’s tenure included responsibility in the real estate and private equity/venture capital groups within the organization. Investment and operational experience within these areas included investments in trophy commercial and mixed-use real estate assets, gaming ventures, a chain of upscale health clubs, resort properties and hotels, a restaurant and a technology company. His responsibilities included extensive independent due diligence for potential acquisitions, financial analysis and comprehensive asset management for equity investments in real estate assets and operating companies valued at over $10 billion. Prior professional experience includes Janss Corporation, a Santa Monica, CA real estate developer where he was responsible for due diligence and financial structuring and leasing of residential and commercial real estate projects from 1989 to 1990. Mr. Covington started his career as a Financial Analyst at PaineWebber Group Inc. (UBS Investment Bank) in New York with experience in real estate investment banking transactions including sale/leasebacks and the firm’s largest initial public offering and real estate master limited partnership from 1985 to 1987. Mr. Covington received his Master of Business Administration from the Stanford Graduate School of Business and earned a Bachelor of Arts cum laude in Economics from Claremont McKenna College. Mr. Covington maintains a California real estate broker’s license and has maintained board governance expertise through participation in KPMG’s Audit Committee Institute. Mr. Covington has previously served as Chief Financial Officer for the El Segundo Senior Housing Board for over five years. Mr. Covington was elected as a Class B director, to serve until the 2025 Annual Meeting of Stockholders of HighPeak Energy, or until his earlier death, resignation or removal. We believe that, based on Mr. Covington’s prior board experience in the oil and natural gas industry and broad experience in significant financial transactions, Mr. Covington is well-qualified to serve as a member of the Board of HighPeak Energy. Jason A. Edgeworth has served on our Board since June 2023 and has served as an Investment and Asset Manager for the John Paul DeJoria family office since 2020 with responsibility for diligence, execution and investor relations. Previously, Mr. Edgeworth served as an Executive Director of Investment & Merchant Banking at U.S. Capital Advisors LLC from 2013 to 2020. Mr. Edgeworth’s responsibilities included diligence, execution and investor communications with a focus on equity market transactions, including initial public offerings, follow on equity offerings, at-the-market equity offerings and preferred equity offerings, for public E&P companies and midstream companies. Mr. Edgeworth also advised on merchant banking and private equity transactions for the midstream and service sectors of the oil and gas industry both domestically and internationally. From 2008 to 2012, Mr. Edgeworth served as an equity analyst at CLW Investments and Twin Eagle Resource Management and also AEW Europe and Curzon Global Partners where he focused on the energy sector and commercial and mixed-use real estate. Mr. Edgeworth currently serves on or has served on the board of directors of several companies including Glacier Oil & Gas Corp., Borealis Alaska Oil, Inc. and Badger Midstream Energy, LP. Mr. Edgeworth graduated from the University of St. Andrews in 2008 with a Master of Arts in International Relations. Mr. Edgeworth is a Chartered Alternative Investment Analyst. Mr. Edgeworth was elected as a Class C director, to serve until the 2026 Annual Meeting of Stockholders of HighPeak Energy, or until his earlier death, resignation or removal. We believe that Mr. Edgeworth’s experience and knowledge in financial and investment matters in the energy sector and his board experience make him well qualified to serve as a member of the Board of HighPeak Energy. Michael L. Hollis has served as our President and as a member of our Board since August 2020. Prior to the HighPeak business combination, Mr. Hollis served as Pure’s President from December 2019 until August 2020. Prior to joining Pure, Mr. Hollis served as President and Chief Operating Officer (“COO”) of Diamondback Energy, Inc. (“Diamondback”) (Nasdaq: FANG), a Permian focused oil and gas producer, from January 2017 through September 2019, prior to which he served as COO since 2015 and Vice President of Drilling since 2011. Since 2011, Mr. Hollis also served on the board of directors for Diamondback as well as on the board of directors of Viper Energy Partners LP (Nasdaq: VNOM). Prior to his positions at Diamondback, Mr. Hollis was a Drilling Manager at Chesapeake Energy Corporation and also held roles of increasing responsibility in production, completions and drilling engineering at ConocoPhillips and Burlington Resources Inc. Mr. Hollis has over 20 years of oil and gas experience and graduated from Louisiana State University in 1998 with a Bachelor of Science in Chemical Engineering. Mr. Hollis was elected as a Class B director, to serve until the 2025 Annual Meeting of Stockholders of HighPeak Energy, or until his earlier death, resignation or removal. We believe that Mr. Hollis’ more than twenty (20) years of experience and knowledge in the oil and natural gas industry, experience as an officer and director of a public oil and gas company and his recent operating experience in the Permian Basin make him well-qualified to serve as a member of the Board of HighPeak Energy. Larry C. Oldham has served on our Board since August 2020 and currently serves as a Manager and Advisor of Gateway Royalty VI LLC (“Gateway VI”) since 2022. Gateway VI is the sixth entity of the Gateway Royalty companies, which were founded by Mr. Oldham’s son and have been successful in acquiring oil and gas minerals and royalties in the Utica Shale since 2012. Mr. Oldham has also served as a Manager of Gateway Royalty III LLC since 2016, Gateway Royalty IV LLC since 2018 and Gateway Royalty V LLC since 2019. In addition, Mr. Oldham has been actively advising Gateway Royalty II LLC and Gateway Royalty I LLC since 2014 and 2012, respectively. Additionally, Mr. Oldham has served as Manager of Oldham Properties, Ltd. since 1990.

  4. DIRECTORS AND SECTION 16 OFFICERS

    Mr. Oldham currently serves as an Operating Partner in Mountain Capital LLC, a private equity located in Houston, Texas. Mr. Oldham has served on the board of directors of Saddleback Exploration Inc., a private oil and gas company headquartered in Tulsa, Oklahoma since 2015 and Hannathon Petroleum II, a private oil and gas company headquartered in Midland, Texas since 2023. Mr. Oldham is also a member of the board of directors of the West Texas A&M University Foundation. In 1979, Mr. Oldham founded Parallel Petroleum Corporation (“Parallel”), an independent energy company headquartered in Midland, Texas, which was engaged in the acquisition, development and production of long-lived oil and gas properties, primarily in the Permian Basin. Parallel completed its initial public offering in 1980 and in December 2009 was acquired by an affiliate of Apollo Global Management, Inc. (formerly known as Apollo Global Management, LLC) and which was sold to Samsung C&T Corporation in December of 2011. Prior to the sale to Apollo Global Management, Inc., Mr. Oldham served as Parallel’s President from 1994 to 2009, Chief Executive Officer from 2004 to 2009 and a member of its board of directors from 1979 until 2009. During Mr. Oldham’s years at Parallel, some of the most notable property acquisitions were the Fullerton Property in Andrews County, Diamond M Canyon Reef Field in Scurry County and the acquisition of all of Fina Inc.’s West Texas assets in July 1999. In 1992, Parallel was an early adopter of 3D seismic and drilled several Canyon Reef discoveries in Howard County, Texas and several discoveries in the Yegua/Frio Trend onshore the Gulf Coast of Texas. In 2005, horizontal drilling was successfully implemented in the Wolfcamp formation in New Mexico and the Barnett Shale in Tarrant County, Texas. In 2014, Parallel drilled the first of several horizontal wells in the Harris Field, which were large producing wells completed with engineered fracs. Parallel was the forerunner of this highly successful completion technique. Prior to Parallel’s formation, Mr. Oldham was employed by Dorchester Gas Corporation from 1976 to 1979 and KPMG Peat Marwick, LLP from 1975 to 1976. Mr. Oldham earned a Bachelor of Business Administration in Accounting from West Texas State University (now West Texas A&M University) in 1975 and was a 2012 Distinguished Alumni Award recipient. Mr. Oldham is a certified public accountant and is a member of the Permian Basin Landman’s Association and the Permian Basin Producers Association. Mr. Oldham was elected as a Class C director, to serve until the 2026 Annual Meeting of Stockholders of HighPeak Energy, or until his earlier death, resignation or removal. We believe that Mr. Oldham’s over forty (40) years of experience and knowledge in the oil and natural gas industry, accounting experience, experience and knowledge of the Permian Basin and his experience in the public arena make him well-qualified to serve as a member of the Board of HighPeak Energy. Rodney L. Woodard has served as our Chief Operating Officer since August 2020. Prior to the HighPeak business combination, Mr. Woodard served as Pure’s COO and served as a director of Pure’s board of directors since its inception in November 2017 and as HighPeak Energy’s COO since its inception in October 2019. Mr. Woodard has over 40 years of experience in the oil and gas industry as a CEO, COO, and leader of Engineering and Operations of numerous E&P companies. Mr. Woodard has served as the Executive Vice President & COO for the HighPeak Funds from 2017 to the present. From 2016 to 2017, Mr. Woodard presented portfolio company investment proposals to acquire and develop oil and gas assets in the Permian Basin to several private equity firms. Mr. Woodard served as the President and COO of Atlantic Resources Co., LLC (“Atlantic”) from 2015 to 2016. Prior to Atlantic, Mr. Woodard served as CEO and COO of Celero II, a Natural Gas Partners portfolio company, with operations principally in the Permian Basin from 2006 to 2015. Prior to Celero II, Mr. Woodard served as Executive Vice President and COO of Celero, a Quantum Energy Partners portfolio company from 2004 to 2006. From 2002 to 2004, Mr. Woodard was Vice President of Reserves and Evaluations with Pure Resources (NYSE: PRS) and was a co-founder of its predecessor, Titan Exploration (Nasdaq: TEXP). From 1986 to 1995, Mr. Woodard held various positions of increasing responsibility at Selma International Investments Ltd. From 1979 to 1986, Mr. Woodard held various positions at Delta Drilling Company, obtaining the position of Division Manager for West Texas. Mr. Woodard held various positions at Amoco Production Company from 1977 to 1979. Mr. Woodard graduated from The Pennsylvania State University in 1977 with a Bachelor of Science degree in Mechanical Engineering. Steven W. Tholen has served as our Chief Financial Officer (“CFO”) since HighPeak Energy’s inception in October 2019 and is a Corporate Finance Executive with over 30 years of experience in building, leading and advising corporations through complex restructurings, purchase and sales transactions, and capital market transactions. Mr. Tholen has served as the CFO for the HighPeak Funds since 2014. Previously, Mr. Tholen served as co-founder and Executive Vice President – Finance of Fieldco Construction Services, Inc., which provided oilfield construction services to clients throughout East Texas & Western Louisiana, from 2011 to 2014. From 2009 to 2013, Mr. Tholen served as founder and President of SDL&T Energy Partners, a source of equity & debt financing to fund energy companies and energy projects worldwide. From 2001 to 2008, Mr. Tholen was Senior Vice President & CFO of Harvest Natural Resources, Inc., an E&P company with properties in the United States, Venezuela, Indonesia, Gabon, and Russia. From 1995 to 2000, Mr. Tholen served as Vice President and CFO of Penn Virginia Corporation, an independent natural gas and oil company. From 1990 to 1995, Mr. Tholen was Treasurer/Manager of Business Administration of Cabot Oil & Gas Corporation, a North American independent natural gas producer. Mr. Tholen graduated from St. John’s University with a Bachelor of Science degree in Physics in 1971 and earned his Master of Business Administration in Finance from The University of Denver, Daniels School of Business in 1979. Keith Forbes has served as our Vice President and Chief Accounting Officer (“CAO”) since November 2020 and previously served as our Vice President and Controller from our inception in October 2019 until November 2020. Mr. Forbes has over 30 years of experience in various field and corporate accounting functions and business organization functions for large, geographically diverse public companies. Before his appointment as CAO to HighPeak Energy, Mr. Forbes served as Vice President and Controller of the HighPeak Funds since 2017. Mr. Forbes additionally served as Director—Business Optimization at Quicksilver Resources Inc. from December 2015 through April 2016, and as Assistant Controller—Operations and Revenue at Quicksilver Resources Inc. from June 2012 through November 2015. Mr. Forbes is a certified public accountant in Texas. Mr. Forbes graduated from Pittsburg State University with a Bachelor of Business Administrations degree in Accounting in 1985.

  5. 2023 Summary Compensation Table

    2023 Summary Compensation Table The following table summarizes the compensation awarded to, earned by or paid to our Named Executive Officers for the fiscal years ended December 31, 2023 and December 31, 2022.

  6. 2023 Summary Compensation Table

    | Name and principal position | Year | Salary ($) | Bonus ($) | Option Awards ($)(1) | All Other Compensation ($)(2) | Total ($) | | Jack Hightower, | | | | | | | | Chief Executive Officer | 2023 | $2,000,000 | $975,000 | $5,520,000 | $747,950 | $8,972,950 | | | 2022 | $1,333,333 | $995,000 | $8,060,705 | $651,675 | $11,040,713 | | Michael L. Hollis, | | | | | | | | President | 2023 | $1,200,000 | $650,000 | $2,100,000 | $181,987 | $4,131,987 | | | 2022 | $929,026 | $670,000 | $2,100,000 | $196,809 | $4,314,248 | | Rodney L. Woodard, | | | | | | | | Chief Operating Officer | 2023 | $525,000 | $190,000 | $498,750 | $92,150 | $1,305,900 | | | 2022 | $450,000 | $210,000 | $870,130 | $108,758 | $1,638,888 |

  7. 2023 Summary Compensation Table

    | (1) Amounts reported in the “Option Awards” column reflect the aggregate grant date fair value, computed in accordance with Financial Accounting Standard Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”), of stock option awards made to each Named Executive Officer during the applicable fiscal year under the LTIP. Pursuant to SEC rules, the amounts shown exclude the effect of estimated forfeitures. For additional information regarding the assumptions underlying this calculation, please see Note 9 of “Notes to Consolidated Financial Statements” in our Annual Report on Form 10-K, for the fiscal year ended December 31, 2023 (our “Annual Report on Form 10-K”). |

  8. 2023 Summary Compensation Table

    | (2) Amounts reported in the “All Other Compensation” column reflect the following amounts for fiscal year 2023: (i) Company contributions to the Named Executive Officers’ 401(k) plan retirement accounts equal to $13,200 for each Named Executive Officer and (ii) distributions paid in respect of dividend equivalent rights associated with vested stock options equal to $734,750 for Mr. Hightower, $168,787 for Mr. Hollis and $78,950 for Mr. Woodard. |

  9. Outstanding Equity Awards at 2023 Fiscal Year-End

    Outstanding Equity Awards at 2023 Fiscal Year-End The following table reflects information regarding outstanding equity-based stock option awards held by our Named Executive Officers as of December 31, 2023.

  10. Outstanding Equity Awards at 2023 Fiscal Year-End

    | | | Option Awards | | | | Stock Awards | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable (1) | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | Option Exercise Price($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(2) | Market Value of Shares of Stock that Have Not Vested ($)(3) | | Jack Hightower | 08/24/2020 | 5,953,495 | — | 10.00 | 08/23/2030 | — | — | | | 11/04/2021 | 164,500 | — | 14.36 | 11/03/2031 | — | — | | | 11/04/2021 | — | — | — | — | 1,385,500 | 19,729,520 | | | 05/04/2022 | 377,500 | — | 29.67 | 05/03/2032 | — | | | | 08/15/2022 | 352,000 | — | 19.98 | 08/14/2032 | — | | | | 07/19/2023 | 1,000,000 | | 10.50 | 10/30/2026 | | | | Michael L. Hollis | 08/24/2020 | 1,215,000 | — | 10.00 | 08/23/2030 | — | — | | | 11/04/2021 | 35,000 | — | 14.36 | 11/03/2031 | — | — | | | 11/04/2021 | — | — | — | — | 115,000 | 1,637,600 | | | 05/04/2022 | 121,500 | — | 29.67 | 05/03/2032 | | | | | 08/15/2022 | 104,700 | — | 19.98 | 08/14/2032 | | | | | 07/19/2023 | 400,000 | | 10.50 | 10/30/2026 | | | | Rodney L. Woodard | 08/24/2020 | 650,000 | — | 10.00 | 08/23/2030 | — | — | | | 11/04/2021 | 18,000 | — | 14.36 | 11/03/2031 | — | — | | | 05/04/2022 | 63,000 | — | 29.67 | 05/03/2032 | | | | | 08/15/2022 | 5,000 | — | 19.98 | 08/14/2032 | | | | | 07/19/2023 | 95,000 | | 10.50 | 10/30/2026 | | |

  11. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (1) The option awards reported in these columns granted to Mr. Hightower on July 19, 2023, August 15, 2022, May 4, 2022, November 4, 2021 and August 24, 2020, respectively, were fully vested as of the date of grant. The option awards reported in these columns granted to Mr. Hollis and Mr. Woodard on July 19, 2023, August 15, 2022 and May 4, 2022, respectively, were fully vested as of the date of the grant. The option awards reported in these columns granted to Messrs. Hollis and Woodard on November 4, 2021 and August 24, 2020, respectively, were subject to time-based vesting conditions. The options granted to Messrs. Hollis and Woodard on August 24, 2020 and November 4, 2021 vested as follows, subject to each executive’s continuous employment through each such vesting date: one-third on the date of grant, one-third on the first anniversary of the date of grant, and one-third on the second anniversary of the date of grant. The options granted July 19, 2023 are exercisable only during the 90-day period following the earlier to occur of the Named Executive Officer’s separation from service due to death or disability, the occurrence of a change of control or August 1, 2026. The remaining options expire ten years after the date of grant, on August 14, 2032, May 3, 2032, November 3, 2031 and August 22, 2030, respectively. On January 4, 2021, Mr. Hollis exercised 35,000 vested option shares subject to the option award originally granted on August 24, 2020. The treatment of the unvested option awards upon certain termination and change in control events is described below under “—Additional Narrative Disclosure—Potential Payments Upon Termination or Change in Control.” |

  12. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (2) The restricted stock awards granted to Messrs. Hightower and Hollis on November 4, 2021 are subject to time-based vesting conditions. The restricted stock awards held by Messrs. Hightower and Hollis vest in full on the third anniversary of the date of grant, subject to each executive’s continuous employment through such vesting date. The treatment of these awards upon certain termination and Change in Control events is described below under “—Additional Narrative Disclosure—Potential Payments Upon Termination or Change in Control.” |

  13. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (3) Amounts reflected in the “Market Value of Shares of Stock That Have Not Vested” column are equal to the number of shares subject to unvested restricted stock awards multiplied by $14.24, the closing price of our Common Stock on December 29, 2023, the last trading day preceding December 31, 2023. |

  14. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control As described above under the section titled “—Narrative Disclosure to the Summary Compensation Table—Employment Agreements,” as of December 31, 2023, we had not entered into any employment, severance, change in control or similar agreements with any of our Named Executive Officers, nor are we otherwise currently responsible for any payment upon the termination of any of our Named Executive Officers. However, during 2021, the Board approved a discretionary change in control payment for Company employees. The following discussion describes the potential payments and benefits that may become payable to our Named Executive Officers pursuant to the Change in Control Severance Payment. However, all amounts and benefits under the Change in Control Severance Payment are subject to the discretion of the Compensation Committee. As such, the amounts payable to our employees, including the Named Executive Officers, under the Change in Control Severance Payment, may differ from those described below and could equal $0. Under the Change in Control Severance Payment, an employee of the Company, including the Named Executive Officers, may be entitled to receive a cash payment (the “Change in Control Payment”) upon the occurrence of certain events in connection with a Change in Control. For each of our Named Executive Officers, as of December 31, 2023, such cash payment would have been equal to three times the sum of (i) the employee’s highest approved annual base salary (x) for any of the three calendar years immediately preceding the year in which such Change in Control occurs or (y) for the year in which such Change in Control occurs, for the period beginning on January 1 of such year and ending 90 days prior to the Change in Control, plus (ii) the employee’s highest cash bonus paid (x) during any of the three calendar years immediately preceding the year in which such Change in Control occurs or (y) for the year in which such Change in Control occurs, during the period beginning on January 1 of such year and ending 90 days prior to the Change in Control. In addition, each of our Named Executive Officers may be entitled to receive any payments which may become due or payable under Section 4999 of the Code. The Change in Control Payments may become payable (in accordance with the payment timing described below), at the discretion of the Compensation Committee, in the following circumstances provided that the named executive officer is continuously employed from the date of the Change in Control Severance Payment’s adoption through the applicable date described below, upon the earlier of:

  15. Potential Payments Upon Termination or Change in Control

    | ● | The date of the Named Executive Officer’s termination without Cause during the 90-day period on and including the date of the consummation of a Change in Control. Payable in a cash lump sum payment within 30 days of the consummation of such Change in Control; |

  16. Potential Payments Upon Termination or Change in Control

    | ● | Within 90 days prior to the consummation of the Change in Control, the date of the Named Executive Officer’s termination due to death or Disability, payable in a cash lump sum within 30 days of the consummation of the Change in Control; |

  17. Potential Payments Upon Termination or Change in Control

    | ● | After the consummation of the Change in Control, the date of the Named Executive Officer’s termination without Cause or for Good Reason, payable in a cash lump sum within 30 days of such termination date; |

  18. Potential Payments Upon Termination or Change in Control

    | ● | After the date of the consummation of the Change in Control, (i) the date of the expiration of the term of continued employment provided by (ii) the employment agreement governing the Named Executive Officer following the Change in Control or (iii) any agreement between the surviving entity and the Named Executive Officer with respect to the duration of the named Executive Officer’s employment, payable in a cash lump sum payment within 30 days of the applicable date provided in clause (i), (ii) or (iii); and |

  19. Potential Payments Upon Termination or Change in Control

    | ● | The date that is six months following the date of the consummation of the Change in Control, payable in a cash lump sum payment within 30 days of such six-month date. |

  20. Potential Payments Upon Termination or Change in Control

    Participation in the Change in Control Severance Payment and/or the receipt of any payments thereunder may, in the discretion of the Compensation Committee, be conditioned upon the entry into restrictive covenants and a release of claims in favor of the Company and its affiliates. Any unvested portion of the restricted stock awards held by a Named Executive Officer will immediately vest in full upon a termination of the Named Executive Officer’s employment due to Disability (as defined below) or death. Any unvested portion of the restricted stock awards will be forfeited and immediately terminated upon the occurrence of a termination of a Named Executive Officer’s employment for any other reason. A Named Executives Officer’s outstanding, unvested options and restricted stock awards will become 100% vested upon the consummation of a Change in Control (as defined below). If an employee, including a Named Executive Officer, becomes entitled to payments or benefits under the Change in Control Severance Payment and such amounts are subject to the tax and related interest and penalties imposed by Section 4999 of the Code, then subject to the disqualified individual’s compliance with any restrictive covenants, the Compensation Committee may determine, in its sole discretion, to pay such employee an additional cash payment in an amount such that after payment all taxes the employee retains an amount of such additional payment equal to the tax and penalties imposed upon such payments pursuant to the Change in Control Severance Payment. For purposes of the options and the restricted stock awards and the Change in Control Payments, the following terms are generally defined as described below. “Cause” generally means, unless otherwise defined in an applicable agreement between the Company and the applicable Named Executive Officer (i) the Named Executive Officer’s material breach of any written agreement with the Company or its affiliate; (ii) the Named Executive Officer’s material breach of any law applicable to the workplace or employment relationship, or the Named Executive Officer’s material breach of any material policy or code of conduct established by the Company or its affiliate applicable to the named Executive Officer, including the Company’s policies on discrimination, harassment and sexual harassment; (iii) the Named Executive Officer’s gross negligence, willful misconduct, breach of fiduciary duty, fraud, theft or embezzlement on the part of the Named Executive Officer; (iv) the commission by the Named Executive Officer of, or conviction or indictment of the Named Executive Officer for, or plea of nolo contendere by the Named Executive Officer to, any felony (or state law equivalent) or any crime involving moral turpitude; or (v) the Named Executive Officer’s willful failure or refusal, other than due to Disability ( as defined below) to perform the Named Executive Officer’s obligations or to follow any lawful directive from the Company, as determined by the Company; provide, however, that if the Named Executive Officer’s action or omissions as set forth in clause (v) are of such a nature that the Company determines that they are curable by the Named Executive Officer, such actions or omission must remain uncured 30 days after the Company provides the Named Executive Officer written notice of the obligation to cure such actions or omissions. “Change in Control” means the occurrence of any of the following events: (i) the acquisition by any individual, entity or group of beneficial ownership of 50% or more of either (x) the then-outstanding shares of common stock or (y) the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors (other than any acquisition directly from the Company, or by the Company or its subsidiaries, or any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any entity controlled by the Company); (ii) the individuals constituting the Board of Directors cease, subject to certain exceptions, for any reason (other than death or Disability) to constitute at least a majority of the Board of Directors; (iii) consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company or an acquisition of assets of another entity, in each case, unless, following such transaction, (A) the outstanding stock and voting securities immediately prior to such transaction represent or are converted into or exchanged for securities which represent or are convertible into more than 50% of, respectively, the then-outstanding shares of common stock or common equity interests and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors or other governing body, as the case may be, of the entity resulting from such transaction (including an entity which as a result of such transaction owns the Company, or all or substantially all of the Company’s assets either directly or through one or more subsidiaries), (B) no individual, entity or group, excluding the Company, its subsidiaries and any employee benefit plan (or related trust) sponsored or maintained by the Company or the entity resulting from such transaction (or any entity controlled by either the Company or the entity resulting from such transaction), beneficially owns, directly or indirectly, 50% or more of, respectively, of the then-outstanding shares of common stock or common equity interests of the entity resulting from such transaction or the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors or other governing body of such entity except to the extent that such ownership results solely from direct or indirect ownership of the Company that existed prior to such transaction, and (C) at least a majority of the members of the Board or similar governing body of the entity resulting from such transaction were directors at the time of the execution of the initial agreement, or of the action of the Board, providing for such transaction; (iv) approval by the stockholders of the Company of a complete liquidation or dissolution of the Company; or (v) if any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) having beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of less than 30% as of the HighPeak business combination acquires the ability to appoint a majority of the Board. “Disability” generally means the Named Executive Officer is unable to perform the essential functions of the Named Executive Officer’s position (after accounting for reasonable accommodation, if applicable and required by applicable law), due to physical or mental impairment or other incapacity that continues, or can reasonably be expected to continue, for a period in excess of 120 consecutive days or 180 days, whether or not consecutive (or for any longer period as may be required by applicable law), in any 12-month period.

  21. Potential Payments Upon Termination or Change in Control

    “Good Reason” generally means, unless otherwise defined in an applicable agreement between the Company and the applicable Named Executive Officer (i) a material diminution in the Named Executive Officer’s base salary; (ii) a material breach by the Company of any of its obligations under the applicable agreement; or (iii) the relocation of the geographic location of the Named Executive Officer’s principal place of employment by more than 50 miles from the location of the Named Executive Officer’s principal place of employment as of the effective date of the applicable agreement. Notwithstanding the foregoing, any assertion by the Named Executive Officer of a termination for Good Reason shall not be effective unless all of the following conditions are satisfied: (A) the condition described in foregoing clauses (i), (ii) or (iii) giving rise to the Named Executive Officer’s termination of employment must have arisen without the Named Executive Officer’s consent; (B) the Named Executive Officer must provide written notice to the Company of the existence of such condition(s) within 30 days after the initial occurrence of such condition(s); (C) the condition(s) specified in such notice must remain uncorrected for 30 days following the Company’s receipt of such written notice; and (D) the date of the termination of the Named Executive Officer’s employment must occur within 90 days after the initial occurrence of the condition(s) specified in such notice. Further, under the Change in Control Severance Payments, a material reduction by the surviving entity in a Change in Control of the total compensation and benefits to which the Named Executive Officer is entitled following the occurrence of a Change in Control is included as an additional prong of the definition of Good Reason.

  22. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The following table summarizes the compensation awarded or paid to the non-employee members of our Board for the fiscal year ending December 31, 2023. The compensation paid to our employee directors during fiscal year 2023 is reflected in the Summary Compensation Table under the section entitled “Executive Compensation.”

  23. DIRECTOR COMPENSATION

    | | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | All Other Compensation ($) | Total ($) | | Jay M. Chernosky | — | 150,001 | — | 150,001 | | Keith A. Covington | — | 150,001 | — | 150,001 | | Jason A. Edgeworth | — | 150,001 | | 150,001 | | Sharon F. Fulgham | — | 150,001 | — | 150,001 | | Michael H. Gustin(3) | — | — | — | — | | Larry C. Oldham | — | 157,503 | — | 157,503 |

  24. DIRECTOR COMPENSATION

    | (1) Amounts reported in the “Fees Earned or Paid in Cash” column reflect the value of awards that the directors elected to receive in cash, as described in more detail below in the narrative following this table. |

  25. DIRECTOR COMPENSATION

    | (2) Amounts reported in the “Stock Awards” column reflects the aggregate grant date fair value, computed in accordance with FASB ASC Topic 718, of awards of restricted stock awards granted to each director during fiscal year 2023. Pursuant to SEC rules, the amounts shown exclude the effect of estimated forfeitures. The grant date fair value of each restricted stock award was based on a per share price of $12.89, which is the closing price of our Common Stock on June 1, 2023, the grant date of the awards. For additional information regarding the assumptions underlying this calculation please see Note 9 of “Notes to Consolidated Financial Statements” in our Annual Report on Form 10-K. Other than the restricted stock awards granted during fiscal year 2021, the non-employee directors do not hold outstanding stock or option awards. The aggregate number of shares subject to unvested restricted stock awards held by each director as of December 31, 2023 was (i) 11,637 for Mr. Chernosky, (ii) 11,637 for Mr. Covington, (iii) 11,637 for Mr. Edgeworth, (iv) 11,637 for Ms. Fulgham and (v) 12,219 for Mr. Oldham. |

  26. DIRECTOR COMPENSATION

    | (3) Mr. Gustin served as a non-employee director until his decision to not stand for re-election at the 2023 Annual Meeting of Stockholders and subsequent resignation from the Board on April 20, 2023. Mr. Gustin received no director compensation for 2023. |

  27. DIRECTOR COMPENSATION

    Our Board of Directors adopted a comprehensive director compensation program to attract and retain qualified non-employee directors who are critical to the future value, growth and governance of our Company. The compensation package for our non-employee directors requires a significant portion of the total compensation package to be equity-based to align the interest of our directors with our stockholders. Under the director compensation program, our non-employee directors are entitled to the following compensation:

  28. DIRECTOR COMPENSATION

    | ● | No annual cash retainer; |

  29. DIRECTOR COMPENSATION

    | ● | For the year ended December 31, 2023, restricted stock awards pursuant to the LTIP with a value of approximately $150,000, determined based on the closing price of our Common Stock of $12.89 per share on June 1, 2023 which is the date the restricted stock awards were granted to the non-employee directors. Subject to each director’s continuous service through the date of the Company’s next annual meeting, the restricted stock awards vest in full on the date of the next annual meeting which is expected to be June 4, 2024; and |

  30. DIRECTOR COMPENSATION

    | ● | For the year ended December 31, 2023, to the Chairman of the Audit Committee of the Board (and, when applicable, the Lead Director), an additional restricted stock award pursuant to the LTIP with a value of approximately $7,500 (or at such director’s election, a cash payment), determined based on the closing price of our Common Stock of $12.89 per share on June 1, 2023 which is the date the additional restricted Stock Award was granted to Mr. Oldham. Subject to Mr. Oldham’s continuous service through the date of the Company’s next annual meeting, the additional restricted stock award vests in full on the date of the next annual meeting which is expected to be June 4, 2024. |

  31. DIRECTOR COMPENSATION

    Each director may elect, prior to the grant of any award pursuant to procedures established by the Company, to receive up to $25,000 of such award in a single lump sum cash payment payable within 30 days following the date of the meeting of the Board in which director equity awards are granted. Each director is entitled to be reimbursed for: (i) travel and miscellaneous expenses to attend meetings and activities of the Board or any of its committees; (ii) travel and miscellaneous expenses related to such director’s participation in general education and orientation program for directors; and (iii) travel and miscellaneous expenses for each director’s spouse who accompanies a director to attend meetings and activities of the Board or any of its committees. Each director is also fully indemnified by us for actions associated with serving as a director to the fullest extent permitted under Delaware law. On April 20, 2023, our Board of Directors approved the accelerated vesting of the June 1, 2022 restricted stock award granted to Mr. Gustin, who resigned from the Board of Directors on such date. On April 13, 2022, our Board of Directors approved the accelerated vesting of the restricted stock awards granted to our non-employee directors for the fiscal year 2021 under the director compensation program described above. The Board of Directors determined it was in the best interest of the Company and its stockholders to accelerate the vesting of the restricted stock awards such that the awards vested in full on January 3, 2022, rather than on the date of the Company’s next annual meeting as originally provided. The acceleration of the vesting of the restricted stock awards did not result in any incremental fair value attributable to the restricted stock awards, as determined in accordance with FASB ASC Topic 718.

  32. STOCKHOLDER PROPOSALS AND DIRECTOR NOMINEES

    STOCKHOLDER PROPOSALS AND DIRECTOR NOMINEES Any stockholder of the Company who desires to submit a proposal for inclusion in the Company’s 2025 Annual Meeting proxy materials pursuant to Rule 14a-8 under the Exchange Act must submit such proposal to the Company at its principal executive offices no later than December 18, 2024, unless the date of the 2025 Annual Meeting is more than thirty (30) days from June 4, 2025, in which case the proposal must be received at the Company’s principal executive offices a reasonable time before the Company begins to print and mail its 2025 Annual Meeting proxy materials, or otherwise as permitted by applicable law. The form and substance of these proposals must satisfy the requirements established by our Amended and Restated Bylaws and the SEC. Any stockholder of the Company who desires to submit a proposal for action at the 2025 Annual Meeting, including for nominations of persons for election to the Board of Directors, but does not wish to have such proposal included in the Company’s proxy materials, must be in compliance with the notice procedures and informational requirements set forth in the Amended and Restated Bylaws and submit such proposal to the Company at its principal executive offices between February 4, 2025 and March 6, 2025. To comply with Rule 14a-19 of the Exchange Act, in addition to satisfying the requirements in the notice procedures of our Amended and Restated Bylaws as set forth above, a stockholder who intends to solicit proxies in support of director nominees other than the Company’s nominees for our 2025 Annual Meeting must provide the notice and information required and comply with the additional requirements of Rule 14a-19 of the Exchange Act to the Company at the Company’s principal executive offices so that it is received by March 6, 2025, unless Rule 14a-19 of the Exchange Act provides for an earlier date, in which case, such earlier date shall apply. We will only consider proposals and nominations that meet the requirements of the applicable rules of the SEC and our Amended and Restated Bylaws.