DEF 14A of Prairie Operating Co.
Filed Apr 24, 2024 · FY20230001493152-24-015825
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 2025 annual meeting of stockholders or until their respective successors are elected and qualified or until their earlier death, resignation or removal: Edward Kovalik (Chairman) Gary C. Hanna Paul L. Kessler Jonathan Gray Gizman I. Abbas Stephen Lee Erik Thoresen 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 Officers—Director Nominees for Election Expiring at the 2025 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 2025 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: | | | | | Edward Kovalik | 49 | Chief Executive Officer and Chairman | 2023 | | Gary C. Hanna | 66 | President and Director | 2023 | | Paul L. Kessler | 63 | Director | 2013 | | Jonathan Gray | 43 | Director | 2023 | | Gizman I. Abbas | 51 | Director | 2023 | | Stephen Lee | 42 | Director | 2023 | | Erik Thoresen | 51 | 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. See “Board of Directors and Committees—Stockholders Agreement” for a description of certain actions we and our principal stockholders have agreed to take to cause certain individuals designated by our principal stockholders to become members of our Board.
Director Nominees for Election Expiring at the 2025 Annual Meeting
Director Nominees for Election Expiring at the 2025 Annual Meeting Edward Kovalik has served as the Chief Executive Officer and Chairman of the Board of the Company since May 2023. Mr. Kovalik was the co-Founder and member of Prairie LLC, a private U.S. energy company, from October 2022 to May 2023. Mr. Kovalik was the President and Chief Operation Officer of Crown Electrokinetics Corp. from February 2021 to October 2022 (NASDAQ: CRKN) and served on its board of directors from December 2020 to October 2022. Previously, Mr. Kovalik was also a co-Founder of Prairie Partners Solar & Wind LLC, a renewable energy investor in utility-scale solar and wind projects from May 2020 to February 2021. Mr. Kovalik was the co-Founder and the Co-Chief Executive Officer of KLR Group, LLC (“KLR”), a private full-service merchant bank focused on proprietary investment opportunities throughout the energy industry, from April 2012 through October 2020. His expertise includes private and public offerings of debt and equity, M&A and fund management. While at KLR, Mr. Kovalik led the creation of Rosehill, an independent oil & gas company created through a merger of KLR SPAC with Tema Oil & Gas Company. Prior to KLR, Mr. Kovalik served as the Head of Capital Markets at Rodman & Renshaw. We believe Mr. Kovalik’s extensive industry background, including considerable leadership and operational expertise at both public and private companies, brings valuable perspective and technical expertise to the Board. Gary C. Hanna has served as the President and been a director of the Company since May 2023. Mr. Hanna was a co-Founder and member of Prairie LLC, a private U.S. energy company from October 2022 to May 2023. Mr. Hanna served on the board of directors of Crown Electrokinetics Corp. (NASDAQ: CRKN), a publicly traded smart glass technology company, from March 2021 to October 2022. Mr. Hanna served as the Chairman and Interim Chief Executive Officer of Rosehill Resources, Inc., a then publicly traded independent oil and natural gas company focused on growing production and reserves in the core of the Delaware Basin from April 2017 to 2020. From 2015 to 2017, Mr. Hanna was the Chairman, President and Co-Chief Executive Officer of KLR. Mr. Hanna has 40 years of management and board of director experience in the energy and service sectors, with a primary focus in the Permian, Mid-Continent and GOM regions, with additional experience internationally in Southeast Asia, Mexico and Barbados. Mr. Hanna received a Bachelor’s of Business Administration Degree from the University of Oklahoma. We believe Mr. Hanna’s 40+ years of executive and management experience, including as chief executive officer, in the energy and service sectors enables him to provide the Board with unique perspective on various business matters. Paul L. Kessler has served as a director of the Company since March 2013. Mr. Kessler previously served as Executive Chairman of the Company from December 2021 to May 2023 and from December 2016 through November 2020. Mr. Kessler combines over 30 years of experience as an investor, financier and venture capitalist. In 2000, Mr. Kessler founded Bristol Capital Advisors, LLC, a Los Angeles based investment advisor, where he has served as the Principal and Portfolio Manager from 2000 through the present. He is involved in all aspects of the investment process including identification and engagement of portfolio companies and structuring investments in these companies to maximize value to shareholders. His experience encompasses investment in both private and public companies. Mr. Kessler has actively worked with executives and boards of companies on corporate governance and oversight, strategic repositioning and alignment of interests with stockholders. He has attended courses at various colleges and universities, including Harvard Business School’s Executive Education Program and UCLA’s Extension Program. Mr. Kessler has passed the Series 65 Uniform Investment Advisor Examination. We believe that Mr. Kessler’s extensive experience in matters including capital formation, corporate finance, investment banking, operations, corporate governance, as well as his understanding of capital markets, bring important and valuable skills to the Board. 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 from 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 establishing, financing and managing companies brings valuable and important skills to the Board. Gizman I. Abbas has served as a director of the Company since May 2023. Mr. Abbas currently serves on the board of directors of New York Independent System Operator, Inc., Talen Energy Corp (OTC: TLNE) and Qenta, Inc. Previously, he served as a member of the board of directors of Crown Electrokinetics (NASDAQ: CRKN) from March 2021 to October 2022, Aranjin Resources Ltd. from May 2016 to February 2021 and Handeni Gold Inc. from February 2012 to July 2017. He has served as Principal at Direct Invest Development, an impact-focused, sustainable real estate development company formed to mine value in disinvested urban communities, since December 2014. Mr. Abbas was a founding partner of the commodity investment business at Apollo Global Management. Previously, he was a Vice President at The Goldman Sachs Group, Inc., where he invested successfully in the power, bio-fuels, metals & mining, and agriculture sectors. Mr. Abbas holds a Bachelor’s of Science Degree in Electrical Engineering from Auburn University and a Master’s of Business Administration degree from the Kellogg School of Management at Northwestern University. We believe Mr. Abbas’ extensive financial and investment experience enables him to provide the Board with insight and advice into a wide range of financing and project acquisition matters. 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 bring important and valuable skills to the Board.
Director Nominees for Election Expiring at the 2025 Annual Meeting
Erik Thoresen has served 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, makes him a valuable asset to the Board. Non-Director Executive Officers:
Director Nominees for Election Expiring at the 2025 Annual Meeting
| Name | Age | Position | Executive Officer Since | | Craig Owen | 54 | Executive Vice President and Chief Financial Officer | 2023 | | Bryan Freeman | 54 | Executive Vice President, Operations | 2023 | | Daniel T. Sweeney | 47 | Executive Vice President, General Counsel and Corporate Secretary | 2023 |
Director Nominees for Election Expiring at the 2025 Annual Meeting
Craig Owen has served as the Executive Vice President and Chief Financial Officer of the Company since May 2023. Mr. Owen served as the Chief Financial Officer of Penn America Energy Holdings LLC, a private LNG terminal development company, from June 2022 to October 2022 where he oversaw the financing initiatives for a proposed liquified natural gas facility. Mr. Owen provided financial consulting services to various public and private companies in the energy and specialty construction industries from January 2021 to June 2022. Prior to this, Mr. Owen was Chief Financial Officer of Rosehill, a then publicly traded independent oil and natural gas company focused on growing production and reserves in the core of the Delaware Basin, from June 2017 through December 2020. Prior to Rosehill, Mr. Owen served as the Chief Financial Officer of Southwestern Energy Company, a natural gas exploration and production company, from October 2012 to June 2017 and as Chief Accounting Officer from July 2008 to September 2012. Prior to that, Mr. Owen held numerous positions with Anadarko Petroleum Corporation, a then publicly traded oil and natural gas exploration and production company, from March 2001 to July 2008, finally serving as its Controller, Operations Accounting. Mr. Owen has experience at PricewaterhouseCoopers LLP from 1992 to 1994 and 1997 to 2001. He also served in roles with Hilcorp Energy Company, a private oil and gas exploration and production company, from 1994 to 1995, and Arco Pipe Line Company, an oil transportation company, from 1995 to 1997. Mr. Owen received a Bachelor’s Degree in accounting from Texas A&M University in 1992 and is a Certified Public Accountant (active) in Texas. 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’s of Science and Masters of Science in Engineering from the University of Texas in 2001 and 2012, respectively. 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. 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.
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, 2023 and 2022.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($)(a) | Bonus ($)(b) | Stock Awards ($)(c) | All Other Compensation ($)(d) | Total ($) | | Edward Kovalik | 2023 | 362,788 | — | — | 263,200 | 625,988 | | Chairman and Chief | 2022 | — | — | — | — | — | | Executive Officer | | | | | | | | Gary C. Hanna | 2023 | 362,788 | — | — | 263,200 | 625,988 | | President | 2022 | — | — | — | — | — | | Craig Owen | 2023 | 230,865 | — | 2,914,286 | 8,750 | 3,153,901 | | Chief Financial Officer | 2022 | — | — | — | — | — | | John D. Maatta | 2023 | 50,000 | — | — | — | 50,000 | | Former President and | 2022 | 133,330 | — | — | 3,000 | 136,330 | | Chief Executive Officer | | | | | | |
Summary Compensation Table
| (a) The amounts reported in this column represent the actual amounts earned during the calendar year. For Mr. Maatta, the amount in this column includes 5,000 shares of Series A preferred stock for settlement of $50,000 of compensation payable to him under his employment agreement for the period from January 1, 2023 through the closing of the Merger and 13,333 shares of Series A preferred stock for settlement of $133,330 of compensation payable to him under his employment agreement for the year ended December 31, 2022. |
Summary Compensation Table
| (b) Each Named Executive Officer, other than Mr. Maatta, was eligible to earn a discretionary bonus for 2023. However, the Board has not made a determination of the amount of such award, if any. |
Summary Compensation Table
| (c) The amount reported in this column 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”) awarded in 2023 under the A&R LTIP (as defined below). 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 Form 10-K. Pursuant to the terms of the RSU award agreement, no adjustment to the number of shares subject to such RSUs was made in connection with the Company’s reverse stock split that became effective on October 16, 2023 (the “Reverse Stock Split”). |
Summary Compensation Table
| (d) For Messrs. Kovalik and Hanna, amounts in this column reflect a one-time non-accountable expense reimbursement of $250,000 in consideration of significant efforts, diligence, time, and resources in negotiating, structuring, and finalizing the Company’s previously announced Merger without incurring outside banking fees. Additionally for Messrs. Kovalik, Hanna and Owen, amounts in this column reflect 401(k) match contributions from the Company of $13,200, $13,200, and $8,750, respectively. |
Outstanding Equity Awards at 2023 Fiscal Year-End
Outstanding Equity Awards at 2023 Fiscal Year-End The following table reflects information regarding outstanding equity-based awards held by our Named Executive Officers as of December 31, 2023, which consist of RSUs granted under the A&R LTIP.
Outstanding Equity Awards at 2023 Fiscal Year-End
| | Stock Awards | | | Name | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | | Edward Kovalik | — | — | | Gary C. Hanna | — | — | | Craig Owen | 200,000 | 1,902,000 |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (1) Each RSU included in the RSU award granted to Mr. Owen represents the contingent right to receive, upon vesting, one share of our common stock, which fully vests on May 3, 2024. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (2) The amount included in this column represents the market value of our common stock underlying the RSU award granted to Mr. Owen, computed based on the closing price of our common stock on December 29, 2023, the last trading day of 2023, which was $9.51 per share. |
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 each of our Named Executive Officers who are current officers of the Company would have been eligible to receive upon certain termination events, assuming that each such termination occurred on December 31, 2023. As a result, the payments and benefits disclosed represent what would have been due and payable to such Named Executive Officers under the applicable agreements and plans in existence between each Named Executive Officer and the Company as of December 31, 2023; this disclosure does not reflect any changes to such agreements or plans, or new agreements or plans adopted, after December 31, 2023, unless specifically stated. Because Mr. Maatta separated from service with us in 2023 and no amounts were payable to him in connection with this separation, this disclosure does not include a description of the hypothetical amounts that would have been payable to him upon a qualifying termination of employment or change in control.
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 two years in the period ended December 31, 2023. 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 two 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, 2023 and 2022:
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) | | 2023 | $625,988 | $50,000 | $625,988 | $50,000 | $1,889,945 | $1,383,802 | $10.78 | $(79,078,860) | | 2022 | $92,635 | $136,330 | $(3,799,561) | $136,330 | $246,343 | $(1,051,056) | $1.80 | $(13,418,814) |
Pay Versus Performance
| (1) The first PEO and the second PEO reflected in the table for each of 2023 and 2022 are as follows: |
Pay Versus Performance
2023: Edward Kovalik (First PEO) and John D. Maatta (Second PEO) 2022: Scott D. Kaufman (First PEO) and John D. Maatta (Second PEO) The non-PEO NEOs reflected in the table for each of 2023 and 2022 are as follows: 2023: Gary C. Hanna and Craig Owen 2022: Scott Sheikh and Alan L. Urban
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
| | 2023 | 2022 | | FIRST PEO SUMMARY COMPENSATION TABLE TOTALS | $625,988 | $92,635 | | 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 | — | (3,892,196) | | Dividends or other earnings paid on equity awards during the year | — | — | | Total Equity Award Related Adjustments | — | $(3,892,196) | | COMPENSATION ACTUALLY PAID TOTALS | $625,988 | $(3,799,561) |
Pay Versus Performance
| | 2023 | 2022 | | SECOND PEO SUMMARY COMPENSATION TABLE TOTALS | $50,000 | $136,330 | | 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 | $136,330 |
Pay Versus Performance
| | 2023 | 2022 | | NON-PEO NEOS SUMMARY COMPENSATION TABLE TOTALS | $1,889,945 | $246,343 | | Add (Subtract): | | | | Fair value of equity awards granted during the year from the Summary Compensation Table | (1,457,143) | — | | Fair value at year end of equity awards granted during the year | 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 | — | (1,297,399) | | Dividends or other earnings paid on equity awards during the year | — | — | | Total Equity Award Related Adjustments | $(506,143) | $(1,297,399) | | COMPENSATION ACTUALLY PAID TOTALS | $1,383,802 | $(1,051,056) |
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 $100 investment on December 31, 2022 and 2023 and the reinvestment of dividends for each year presented below. The following graph illustrates the relationship between CAP for our PEOs and average CAP for our non-PEO NEOs and the Company’s net income (loss) for 2022 and 2023.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION The following table summarizes the compensation provided to the non-employee directors of our Board for the fiscal year ended December 31, 2023. Mr. Kovalik, who served as Chairman of the Board during 2023, did not receive any additional compensation for his service as Chairman of the Board. All compensation provided to Mr. Kovalik with respect to the 2023 year is reflected within the Summary Compensation Table above.
DIRECTOR COMPENSATION
| Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | All Other Compensation ($) | Total ($) | | Paul L. Kessler | 66,209 | 100,000 | — | 166,209 | | Gizman I. Abbas | 66,209 | 100,000 | — | 166,209 | | Stephen Lee | 66,209 | 100,000 | — | 166,209 | | Jonathan H. Gray | 65,110 | 100,000 | — | 165,110 | | Erik Thoresen | 65,110 | 100,000 | — | 165,110 | | Michael Breen(3) | — | 19,671 | — | 19,671 |
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, 2023. |
DIRECTOR COMPENSATION
| (2) The amounts reflected in this column represent the grant date fair value of RSUs granted to the non-employee directors in August 2023 (or in May 2023 for Mr. Breen), computed in accordance with FASB ASC Topic 718. See Note 16 to our consolidated financial statements included in the Form 10-K, for additional detail regarding assumptions underlying the value of these equity awards. After giving effect to the Reverse Stock Split, each of the non-employee directors other than Mr. Breen held 6,863 shares of unvested RSUs as of December 31, 2023. |
DIRECTOR COMPENSATION
| (3) Mr. Breen served as a non-employee director for a portion of 2023 ending at the effective time of the Merger (the “Effective Time”), but received no cash director compensation for 2023. |