DEF 14A of Primeenergy Resources Corp, Apr 19, 2024

DEF 14A of Primeenergy Resources Corp

Filed Apr 19, 2024 · FY20230001437749-24-012472

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS

  2. EXECUTIVE AND DIRECTOR COMPENSATION

    EXECUTIVE AND DIRECTOR COMPENSATION

  3. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table discloses compensation for the fiscal years ended December 31, 2023 and 2022, received by the Company’s Principal Executive Officer and Principal Financial Officer, who were the only executive officers of the Company during 2023 and thus comprise the Company’s named executive officers for 2023 (1) (2).

  4. SUMMARY COMPENSATION TABLE

    | | Annual Compensation | | | | | | Name and Principal Position | Year | Salary($) | Bonus($) | All Other Compensation($) | Total($) | | Charles E. Drimal, Jr. Chairman, Chief Executive | 2023 | 816,200 | 3,700,000 | 89,362 (3) | 4,605,562 | | Officer and President; Principal Executive Officer | 2022 | 742,000 | 3,636,875 | 88,362 | 4,467,237 | | Beverly A. Cummings Executive Vice President, | 2023 | 816,200 | 1,500,000 | 73,552 (4) | 2,389,752 | | Chief Financial Officer and Treasurer; Principal Financial Officer | 2022 | 742,000 | 1,454,750 | 69,362 | 2,266,112 |

  5. SUMMARY COMPENSATION TABLE

    | (1) Columns for “Stock Awards”, “Option Awards”, “Non-Equity Incentive Plan Compensation” and “Nonqualified Deferred Compensation Earnings” are omitted as the Company has no such compensation awards or plans. |

  6. SUMMARY COMPENSATION TABLE

    | (2) Mr. Drimal and Ms. Cummings hold similar positions with the Company’s subsidiaries and also serve as directors of each of the subsidiaries. |

  7. SUMMARY COMPENSATION TABLE

    | (3) Includes $30,000 Director’s fees; $13,200 as the Company’s contribution to its 401(k) plan; club dues $24,400; long term disability insurance premium $10,710; and life insurance premiums $11,052. |

  8. SUMMARY COMPENSATION TABLE

    | (4) Includes $30,000 Director’s fees; $13,200 as the Company’s contribution to its 401(k) plan; club dues, $12,400; long term disability insurance premium $9,428; and life insurance premiums $8,524. |

  9. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END There were no equity awards granted by the Company to the named executive officers during the fiscal year ended December 31, 2023 and no options were exercised by any such persons during the year. The following table sets forth information with respect to all unexercised options held by the named executive officers at December 31, 2023. All unexercised options are fully exercisable. There are no options which are not fully exercisable, nor are there any unearned options, stock awards or equity incentive plan awards.

  10. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | | Option Awards | | | | | Number of Securities Underlying Unexercised Options (1) Exercisable(1) | Option Exercise Price | Option Expiration Date | | Name | | | | | Charles E. Drimal, Jr. | 523,125 | $1.00 | Non-expiring | | | 174,375 | $1.25 | Non-expiring | | Beverly A. Cummings | 52,500 | $1.00 | Non-expiring | | | 17,500 | $1.25 | Non-expiring |

  11. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (1) All options described in this table fully vested in May 1994. |

  12. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The Company’s Directors each receive $10,000 for each Board of Directors meeting, but do not receive any fee for attending Committee meetings. The Directors are reimbursed for travel and related expenses in connection with attendance at Board and Committee meetings. All Directors as a group of five (including the named executive officers) received an aggregate of $150,000 as Directors’ fees for the fiscal year ended December 31, 2023. The Directors do not receive any equity compensation, nor do they participate in any Non-Equity Incentive Compensation or Non-Qualified Deferred Compensation plans. None of the Directors received compensation or other payment from any person or entity other than the Company for their services as a director of the Company. For information on the Directors fees received by Mr. Drimal and Ms. Cummings, see the Summary Compensation Table above.

  13. DIRECTOR COMPENSATION

    | Name | Fees earned or paid in cash ($) | All other compensation ($) | Total ($) | | H. Gifford Fong | 30,000 | -- | 30,000 | | Thomas S. T. Gimbel | 30,000 | -- | 30,000 | | Clint Hurt | 30,000 | -- | 30,000 |

  14. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE

  15. PAY VERSUS PERFORMANCE

    | | | | | | Value of Initial Fixed $100 Investment based on: | | | Year | Summary Compensation Table Total for PEO | Compensation Actually Paid to PEO (1) | Average Summary Compensation Table Total for non-PEO Named Executive Officers (2) | Average Compensation Actually Paid to non-PEO Named Executive Officers (1) | Total Shareholder Return | Net Income | | 2023 | $4,605,562 | $4,605,562 | $2,389,752 | $2,389,752 | $246.35 | $28,103,000 | | 2022 | $4,467,237 | $4,467,237 | $2,266,112 | $2,266,112 | $201.23 | $48,664,000 | | 2021 | $3,950,262 | $3,950,262 | $2,033,762 | $2,033,762 | $162.38 | $2,098,000 |

  16. PAY VERSUS PERFORMANCE

    | (1) Because our named executive officers have not received any equity awards, or held any unvested equity awards, in each of the years presented in the table, total Compensation is equal to Compensation actually paid, therefore, no reconciliation is presented. |

  17. PAY VERSUS PERFORMANCE

    | (2) The Non-PEO Named Executive Officers for each year shown include Ms. Cummings as she was the only executive officer other than our Chief Executive Officer for each year shown. |