DEF 14A of Primeenergy Resources Corp
Filed Apr 24, 2026 · FY20250001437749-26-013252
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS
PROPOSAL NO. 1
PROPOSAL NO. 1
Directors and Nominees
Directors and Nominees The Board of Directors has nominated for election as Directors at the Annual Meeting, the five (5) nominees whose names, together with biographical information and information concerning their qualifications, business experience and skills are set forth below. All of the nominees were elected to their present term of office by the stockholders at the annual meeting last year and are presently serving as Directors of the Company. Each of the nominees has consented to serve as a director, if elected, and has served continuously as a Director since the date indicated below and his or her present term will expire at the Annual Meeting. All of the nominees are proposed for election for a one-year term expiring in 2027 and until his or her successor has been duly elected and qualified, or until his or her earlier death, resignation or removal. Three of the nominees for Directors qualify as independent directors within the meaning of applicable regulatory standards. There is no family relationship between any nominee for Director or the executive officers of the Company. In the event any of the nominees shall become unable to serve as a Director, it is intended that the proxy will be voted for a substitute nominee designated by the Board of Directors. Currently, the Board of Directors is not aware of any circumstance that would render any nominee unavailable to serve as a director of the Company’s Board of Directors. Each Director is elected by a plurality of the votes cast. “Plurality” means that the five (5) director nominees who receive the largest number of votes cast “FOR” such nominees are elected as Directors. Beverly A. Cummings - Director since February 1988 Beverly A. Cummings, age 73, has served as Vice President, Chief Financial Officer and Treasurer since October 1987 and as Executive Vice President since May 1991. She also serves as the Company’s Principal Financial Officer and holds similar positions with the Company’s subsidiaries. Ms. Cummings is a Certified Public Accountant and holds a Bachelor of Science degree from the State University of New York, a Master of Business Administration from Rutgers University, and a Master of Engineering in Cybersecurity Policy and Compliance from George Washington University. Ms. Cummings was selected to serve as a director due to her extensive financial and accounting expertise, her decades of experience in the oil and gas industry, and her deep knowledge of the Company’s operations. Her experience in financial reporting, internal controls over financial reporting, and capital management provides valuable perspective to the Board’s oversight of financial performance and regulatory compliance. In addition, her background in cybersecurity policy and compliance provides valuable perspective on enterprise risk management and information security matters. These qualifications support her continued effective service as a director. Charles E. Drimal, Jr. - Director since February 1987 Charles E. Drimal, Jr., age 78, has served as President and Chief Executive Officer since October 1987 and as Chairman of the Board. He also holds similar positions with the Company’s subsidiaries. Mr. Drimal is a graduate of the University of Maryland and Samford University Cumberland School of Law and is a retired member of the New York State Bar. Mr. Drimal was selected to serve as a director and Chairman of the Board due to his extensive leadership experience, his long tenure overseeing the Company’s strategic direction, and his deep knowledge of the oil and gas industry and the Company’s operations. He has played a central role in building and expanding the Company’s asset base over several decades. In addition, his significant equity ownership, which provides him with voting control of the Company, aligns his interests with those of stockholders. His decades of experience navigating industry cycles, capital allocation decisions, and operational development provide critical insight to the Board. These qualifications support his continued service as Chairman and Chief Executive Officer. H. Gifford Fong - Director from May 1994 - June 2019 and since June 2020 H. Gifford Fong, age 81, is President of Gifford Fong Associates, an investment technology consulting firm located in Lafayette, California. He served as a director from May 1994 to June 2019 and has served again as a director since June 2020. Mr. Fong holds a Bachelor of Science, a Master of Business Administration, and a Juris Doctor from the University of California. He is the editor of The Journal of Investment Management and is an author and frequent contributor to industry publications. Mr. Fong was selected to serve as a director due to his extensive experience in transaction valuation, portfolio risk management, and asset management. His background in capital markets and financial analysis provides valuable perspective to the Board’s oversight of capital allocation, financial strategy, and risk management. These qualifications support his continued effective service as a director. Thomas S. T. Gimbel - Director since March 1989 Thomas S. T. Gimbel, age 71, is Chief Executive Officer of Gimbel Financial Associates, LLC, a private financial and investment consulting firm. Until June 2022, he served as Executive Managing Director at Optima Asset Management LLC, an investment advisory and asset management firm registered with the Securities and Exchange Commission. Mr. Gimbel previously served as Chief Executive Officer of American Farmland Company, a publicly traded real estate investment trust, and has held senior investment roles at Credit Suisse Asset Management and Donaldson, Lufkin & Jenrette. He also serves on the board of Lighthouse Guild, where he is a member of the Investment Committee. Mr. Gimbel was selected to serve as a director due to his extensive experience in investment management, capital markets, and financial strategy. His background in asset allocation, risk assessment, and portfolio management provides valuable perspective to the Board’s oversight of capital allocation, financial performance, and long-term strategy, including executive compensation and performance evaluation. He also brings an independent perspective on financial and strategic matters. These qualifications support his continued effective service as a director. Clint Hurt – Director since February 1988 Clint Hurt, age 90, is President of Clint Hurt & Associates, Inc., a private oil and gas exploration company located in Midland, Texas. He has served as a director since February 1988. Mr. Hurt previously served as President of the Independent Oil & Gas Association of West Virginia and as an advisory director of United Bank of Texas in Midland, Texas. Mr. Hurt was selected to serve as a director due to his extensive experience in the oil and gas industry and his long-standing leadership in exploration and development activities. His deep understanding of industry trends, operational practices, and commodity cycles provides valuable insight to the Board. His decades of experience contribute to the Board’s oversight of strategy, operations, and capital investment decisions, supporting his continued effective service as a director. Information about the Executive Officers (for information regarding Ms. Cummings and Mr. Drimal, see the descriptions on page 5). Mr. Drimal and Ms. Cummings were elected by the Board of Directors to their respective offices in June 2025, at the annual meeting of the Board. Each will hold their respective offices until his or her successor is elected by the Board.
EXECUTIVE AND DIRECTOR COMPENSATION
EXECUTIVE AND DIRECTOR COMPENSATION
SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE The following table discloses compensation for the fiscal years ended December 31, 2025 and 2024, received by the Company’s Principal Executive Officer and Principal Financial Officer, who were the only executive officers of the Company during 2025 and thus comprise the Company’s only named executive officers for 2025(1)(2).
SUMMARY COMPENSATION TABLE
| Name and Principal Position | Year | Salary($) | Bonus($) | All Other Compensation($) | Total($) | | Charles E. Drimal, Jr. Chairman, Chief Executive | 2025 | 867,587 | 4,000,000 | 95,203(3) | 4,962,790 | | Officer and President; Principal Executive Officer | 2024 | 842,317 | 4,000,000 | 82,219(5) | 4,924,536 | | Beverly A. Cummings Executive Vice President, | 2025 | 867,587 | 1,800,000 | 89,996(4) | 2,757,553 | | Chief Financial Officer and Treasurer; Principal Financial Officer | 2024 | 842,317 | 1,800,000 | 81,861(6) | 2,724,178 |
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 for the covered years. | | (2) Mr. Drimal and Ms. Cummings hold similar positions with the Company’s subsidiaries and also serve as directors of each of the subsidiaries. | | (3) Includes $45,000 Director’s fees; $14,000 as the Company’s contribution to the 401(k) plan; club dues $24,400; long term disability insurance premium $751; and life insurance premiums $11,052. | | (4) Includes $45,000 Director’s fees; $14,000 as the Company’s contribution to the 401(k) plan; club dues, $12,400; long term disability insurance premium $9,914; and life insurance premiums $8,652. | | (5) Includes $30,000 Director’s fees; $13,200 as the Company’s contribution to the 401(k) plan; club dues $24,400; long term disability insurance premium $3,567; and life insurance premiums $11,052. | | (6) Includes $30,000 Director’s fees; $13,200 as the Company’s contribution to the 401(k) plan; club dues, $12,400; long term disability insurance premium $17,609; and life insurance premiums $8,652. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END There were no equity awards granted by the Company to the named executive officers during the fiscal year ended December 31, 2025 and no options were exercised by any such persons during the year. The following table sets forth information with respect to all unexercised options held by the named executive officers at December 31, 2025. All unexercised options are fully exercisable. There are no options which are not fully exercisable, nor are there any unearned options, stock awards or equity incentive plan awards.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| | Option Awards | | | | | Number of Securities Underlying Unexercised Options (#) Exercisable(1) | Option Exercise Price ($) | 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 |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| (1) All options described in this table fully vested in May 1994. No additional options have been awarded since that time. |
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION The Company’s Directors each receive $15,000 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 $225,000 including amounts paid to directors who are also executive officers, as Directors’ fees for the fiscal year ended December 31, 2025. The Directors do not receive any equity compensation, nor do they participate in any Non-Equity Incentive Compensation or Non-Qualified Deferred Compensation plans. None of the Directors received compensation or other payment from any person or entity other than the Company for their services as a director of the Company. For information on the Directors fees received by Mr. Drimal and Ms. Cummings, see the Summary Compensation Table above.
DIRECTOR COMPENSATION
| Name | Fees earned or paid in cash ($) | All other compensation ($) | Total ($) | | H. Gifford Fong | 45,000 | — | 45,000 | | Thomas S. T. Gimbel | 45,000 | — | 45,000 | | Clint Hurt | 45,000 | — | 45,000 |
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE
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 (3) | Net Income | | 2025 | $4,962,790 | $4,962,790 | $2,757,553 | $2,757,553 | $196.65 | $26,312,000 | | 2024 | $4,924,536 | $4,924,536 | $2,724,178 | $2,724,178 | $252.53 | $55,404,000 | | 2023 | $4,605,562 | $4,605,562 | $2,389,752 | $2,389,752 | $122.30 | $28,103,000 |
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. |
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. |
PAY VERSUS PERFORMANCE
| (3) Total Shareholder Return represents the cumulative value of a $100 investment in the Company’s common stock, measured from the beginning of the earliest year presented. The calculation assumes reinvestment of dividends, although the Company has not paid any dividends during the periods presented. |