DEF 14A of Mammoth Energy Services, Inc.
Filed May 15, 2026 · FY20250001628280-26-035580
What stockholder vote is required to elect our director nominees?
What stockholder vote is required to elect our director nominees? Our amended bylaws require that each director be elected by a majority of votes cast with respect to that director in an uncontested election (where the number of nominees is the same as the number of directors to be elected). In a contested election (where the number of nominees exceeds the number of directors to be elected), the plurality voting standard governs the election of directors. Under the plurality standard, the number of nominees equal to the number of directors to be elected who receive more votes than the other nominees are elected to the Board, regardless of whether they receive a majority of the votes cast. Whether an election is contested or not is determined as of the day before we first mail our meeting notice to stockholders. This year’s election was determined to be an uncontested election, and the majority vote standard will apply. Under our director resignation policy, each director submits an advance, contingent, irrevocable resignation that the Board may accept if the director fails to be elected through a majority vote in an uncontested election. In that situation, the nominating and corporate governance committee would make a recommendation to the Board about whether to accept or reject the resignation. The Board will act on the nominating and corporate governance committee’s recommendation and publicly disclose its decision and the rationale behind it within 90 days after the date the election results are certified. The Board will nominate for election or re-election as director, and will elect as directors to fill vacancies and new directorships, only candidates who agree to tender the form of resignation described above. If a nominee who was not already serving as a director fails to receive a majority of votes cast at the annual meeting, that the nominee will not serve on the Board unless and until elected by our stockholders.
What if a nominee is unable or unwilling to serve?
What if a nominee is unable or unwilling to serve? That is not expected to occur. If it does, shares represented by proxies will be voted for a substitute nominated by the Board.
How are directors compensated?
How are directors compensated? Members of the Board who are also officers or employees of the Company do not receive compensation for their services as directors. Our non-employee directors are entitled to receive an annual retainer in the amount of $50,000, plus an additional annual payment of $10,000 for the chairperson and $5,000 for each other member of the audit committee, with such amounts paid in quarterly installments. The Company may, in its discretion, grant equity awards to non‑employee directors under our 2024 Equity Incentive Plan (the “2024 Plan”) as part of their overall compensation. The timing and amount of any equity awards are not fixed.
How often did the Board meet in 2025?
How often did the Board meet in 2025? The Board held two in-person meetings and three virtual meetings during the year ended December 31, 2025. Each director attended all of the meetings of the Board and the meetings of the committees on which he served. During 2025, our non-management directors met in executive sessions four times.
Election of Directors and Director Biographies
Election of Directors and Director Biographies
Who are this year’s nominees?
Who are this year’s nominees? The directors standing for election this year to hold office until the 2026 Annual Meeting of Stockholders and until each such director’s successor is elected are:
Who are this year’s nominees?
| Name | Age | Position | Director Since | | Arthur Amron | 69 | Chairman of the Board | 2019 | | Corey Booker | 50 | Director | 2020 | | Paul Jacobi | 59 | Director and Chief Business Officer | 2020 | | Phil Lancaster | 68 | Director | 2025 | | James Palm | 81 | Director | 2017 | | Mark Plaumann | 70 | Director | 2025 |
Who are this year’s nominees?
| Arthur Amron | Arthur Amron, age 69, has served as a director of the Company since January 2019 and as the Chairman of the Board since June 2019. Since January 1, 2024, Mr. Amron has been a Special Limited Partner of Wexford Capital LP, an SEC-registered investment advisor. Until December 31, 2023, Mr. Amron was a Partner and the General Counsel of Wexford. He joined Wexford as General Counsel in 1994 and became a Partner in 1999. During the time he was employed by Wexford, Mr. Amron actively participated in various private equity transactions, particularly in the bankruptcy and restructuring areas, and served on the boards and creditors’ committees of a number of public and private companies in which Wexford has held investments. Mr. Amron has served on the board of directors of Nephros, Inc., a public commercial stage medical device company, since September 2007. From 1991 to 1994, Mr. Amron was an Associate at Schulte Roth & Zabel LLP, specializing in corporate and bankruptcy law and, from 1984 to 1991, Mr. Amron was an Associate at Debevoise & Plimpton LLP specializing in corporate litigation and bankruptcy law. Mr. Amron holds a J.D. from Harvard University and a B.A. in Political Theory from Colgate University and is an inactive member of the New York Bar. We believe Mr. Amron’s legal training and extensive transactional experience, including in mergers and acquisitions, private equity investments and financing transactions, as well as his experience serving on boards of directors of other public companies qualify him for service as a member of our board of directors. | | | |
Who are this year’s nominees?
| Dr. Corey Booker | Dr. Corey Booker, age 50, has served as a director of the Company since August 2020. Dr. Booker is the founder, and since November 2012 has served as the Chief Executive Officer, of Bedside LLC (formerly OnPulse, LLC), a healthcare management services company designed to improve patient health through advocacy, care coordination, communication and increased patient health literacy. In addition to his career at Bedside LLC, Dr. Booker practiced medicine as a maternal fetal specialist at Duke University Hospital from October 2012 to June 2017. Dr. Booker has served on the board of directors of HarborPath Inc., or HarborPath, a non-profit patient assistance program providing specialty pharmacy gap coverage to patients in need of high cost medication, since July 2018. At HarborPath, Dr. Booker also heads the finance committee and leads a special task force aimed at introducing the organization’s proprietary software to commercial customers. Dr. Booker holds a Doctor of Medicine degree from Creighton University where he served as a Washington Health Policy Fellow at the National Committee for Quality Assurance. Dr. Booker received a Master’s degree in Clinical Informatics from the Fuqua School of Business at Duke University. We believe that Dr. Booker’s senior executive experience, his oversight of financial and strategic matters as a chief executive officer, and his service on the board and finance committee of a nonprofit organization qualify him to serve on our board of directors. | | | |
Who are this year’s nominees?
| Paul Jacobi | Paul Jacobi, age 59, has served as a director of the Company since July 2020 and has served as the Company’s Chief Business Officer since July 2025. Since 1996, Mr. Jacobi has served in various positions at Wexford, and is currently a managing director responsible for Wexford’s private equity energy investments. From 1995 to 1996, Mr. Jacobi worked for Moody’s Investors Services as an analyst covering the investment banking and asset management industries. From 1993 to 1995, Mr. Jacobi was employed by Kidder Peabody & Co. as a senior financial analyst in the investment banking group. From 1988 to 1993, Mr. Jacobi worked for KPMG Peat Marwick as an audit manager in the financial services practice. Since July 2019, Mr. Jacobi has served as a director of Mako Mining Corp, a public gold mining, development and exploration company. Mr. Jacobi also has been a director of Grizzly Oil Sands ULC, a private oil sands development company, since December 2016. Mr. Jacobi holds a Bachelor of Science degree in accounting from Villanova University and is a Certified Public Accountant. We believe Mr. Jacobi’s background in finance, accounting and private equity energy investments, as well as his executive management skills developed as part of his career with Wexford, its portfolio companies and other financial institutions qualify him to serve on our board of directors. | | | |
Who are this year’s nominees?
| Phil Lancaster | Phil Lancaster, age 68, has served as one of our directors since July 2025. Mr. P. Lancaster currently serves as a Vice President of Peak Utility Services Group, Inc. Previously, Mr. P. Lancaster served as our Chief Executive Officer and Vice President of Corporate Development. Mr. P. Lancaster also served as interim President of Cobra Acquisitions LLC a subsidiary of the Company, and previously served as interim President of Higher Power Electrical LLC and 5 Star Electric LLC, from June 2019 to November 2019. Prior to these positions, Mr. P. Lancaster served as President of Mammoth Energy Partners LP. from 2014 to 2015, as Chief Executive Officer of Redback Energy Services LLC from 2011 to 2015 and as Chief Executive Officer of Great White Energy Services, Inc. from 2006 to 2010, each an oil field services company. From 2010 to 2011, Mr. P. Lancaster was a consultant to Wexford Capital LP in connection with energy-related investments. Mr. P. Lancaster previously served on the boards of directors of two public companies, Bronco Drilling Company, Inc., a drilling company, from August 2005 until July 2006, and Gulfport Energy Corporation, an exploration and production company, from February 2006 until August 2006. Mr. P. Lancaster received a Bachelor of Science degree from the David Lipscomb College. We believe that Mr. P. Lancaster’s extensive executive leadership experience in the energy and infrastructure services industries, including his service as a chief executive officer of multiple operating companies and his prior service on the boards of directors of public companies, qualifies him for service as a member of our board of directors. | | | |
Who are this year’s nominees?
| James Palm | James Palm, age 81, has served as a director of the Company since June 2017. Mr. Palm served as a director of Gulfport Energy Corporation, or Gulfport, from February 2006 and as Chief Executive Officer of Gulfport from December 2005, in each case until his retirement in February 2014. Prior to joining Gulfport, Mr. Palm pursued oil and gas investments primarily in Oklahoma, the Texas Panhandle and Kansas as the manager and owner of Crescent Exploration, LLC, a company he founded in 1995. Mr. Palm was previously a long-term member of the Industry Advisory Committee of the Oklahoma Corporation Commission. From October 2001 through October 2003, Mr. Palm served as the Chairman of the Oklahoma Energy Resources Board. From 1997 through 1999, Mr. Palm served as the President of the Oklahoma Independent Petroleum Association. Mr. Palm has a Lean Six Sigma Green Belt. Mr. Palm received a Bachelor of Science degree in Mechanical Engineering in 1968, and a Master’s in Business Administration in 1971, both from Oklahoma State University. We believe that Mr. Palm’s experience in the oil and natural gas industry, as well as his prior management experience, qualifies him for service as a member of our board of directors. | | | |
Who are this year’s nominees?
| Mark Plaumann | Mark Plaumann, age 70, has served as one of our directors since June 2025. Mr. Plaumann is currently a Managing Member of Greyhawke Capital Advisors LLC, or Greyhawke, which he co-founded in 1998. Prior to founding Greyhawke, Mr. Plaumann was a Senior Vice President of Wexford Capital LP. Mr. Plaumann was formerly a Managing Director of Alvarez & Marsal, Inc. and the President of American Healthcare Management, Inc. He also was Senior Manager at Ernst & Young LLP. Mr. Plaumann served as a director and audit committee chairman for ICx Technologies, Inc. from 2006 until 2010, served as a director and a member of the audit and compensation committees of Republic Airways Holdings, Inc. from 2002 until 2017 and currently serves as a director of several private entities. Mr. Plaumann currently serves as a director of Diamondback Energy, Inc. and a member of its audit committee. Mr. Plaumann served as a director, an audit committee chairman and a member of the conflicts committee of the general partner of Rhino Resource Partners LP, a coal operating company, from 2010 until 2016. Mr. Plaumann holds an M.B.A. and a B.A. in Business Administration from the University of Central Florida, where he currently serves on the Foundation Board and the Dean’s Advisory Board for the College of Business. We believe that Mr. Plaumann’s experience in investment management, his service in senior financial and advisory roles, and his extensive public company board experience in the energy sector, including audit committee leadership, qualify him to serve on our board of directors. | | | |
Nominating Process For Directors, Director Qualifications and Review of Director Nominees
Nominating Process For Directors, Director Qualifications and Review of Director Nominees The nominating and corporate governance committee is comprised of three non-employee directors, each of whom is independent under Nasdaq listing rules. As provided by the nominating and corporate governance committee’s charter, our nominating and corporate governance committee identifies, investigates and recommends to the Board candidates with the goal of creating a balance of knowledge, experience and diversity. Potential directors should possess the highest personal and professional ethics, integrity and values, and be committed to representing the interests of our stockholders. In addition to reviewing a candidate’s background and accomplishments, candidates for director nominees are reviewed in the context of the current composition of the Board and the evolving needs of our stockholders’ businesses. We also require that at least a majority of our directors meet the independence standards under the Nasdaq listing rules. Four out of the six directors currently serving on the Board meet these independence standards. We also require that our directors who serve on the Board’s committees meet the independence standards applicable to such committees under the Nasdaq listing rules. The Board desires to have members on the Board that reflect a range of talents, ages, skills and expertise, particularly in the areas of accounting and finance, management, leadership and energy industry sufficient to provide sound and prudent guidance with respect to our interests. Our nominating and corporate governance committee is committed to continuing improvement and seeks to create a Board composition that is diverse, balanced and aligned with the evolving needs of the Company. We require that the members of the Board be able to dedicate the time and resources sufficient to ensure the diligent performance of their duties on our behalf, including attending all meetings of the Board and applicable committee meetings. In accordance with its charter, the nominating and corporate governance committee periodically reviews the criteria for the selection of directors to serve on the Board and recommends any proposed changes to the Board’s for approval. The nominating and corporate governance committee will consider stockholder nominations for director candidates upon written submission of such recommendation to our Corporate Secretary along with, among other things, the nominee’s qualifications and certain biographical information regarding the nominee, such nominee’s written consent to serving as a director if elected and being named in the proxy or information statement and certain information regarding the status of the stockholder submitting the recommendation, all in the manner required by our amended bylaws and the applicable rules and regulations promulgated under the Exchange Act. Following verification of the stockholder status of persons proposing candidates, recommendations will be aggregated and considered by the Board at a regularly scheduled or special meeting. If any materials are provided by a stockholder in connection with the nomination of a director candidate, such materials will be forwarded to the Board. The nominating and corporate governance committee may also review materials provided by professional search firms or other parties in connection with a nominee who is not proposed by a stockholder. In evaluating such nominations, the Board will seek to achieve a balance of knowledge, experience and diversity on the Board. The Board uses the same criteria for evaluating candidates nominated by stockholders as it does for those proposed by current Board members, professional search firms and other persons. After completing its evaluation, the Board approves the final slate of director nominees. The Board, based on the recommendation of the nominating and corporate governance committee, approved the director nominees submitted for election at this Annual Meeting. Each nominee brings a strong and unique background and set of skills to the Board, giving the Board as a whole competence and experience in a variety of areas, including corporate governance and Board service, executive management, oil and natural gas industry, accounting and finance and risk assessment and management. Specifically, in nominating the candidates for election at this Annual Meeting, the Board considered their qualifications, skills, professional experience, diversity and other information discussed in each of the nominees’ individual biographies set forth beginning on page 5 above and, with respect to director nominees that are identified in this proxy statement as independent under the Nasdaq listing rules and other applicable rules and regulations for purposes of serving on the Board and its committees, as applicable, any material relationships of each such director nominee with the Company and its consolidated subsidiaries and, with respect to Mr. Jacobi, his employment relationship with Wexford. Our amended bylaws require that each director be elected by a majority of votes cast with respect to that director in an uncontested election. This year’s election was determined to be an uncontested election, and the majority vote standard will apply. Under our director resignation policy, each director submits an advance, contingent, irrevocable resignation that the Board may accept if the director fails to be elected through a majority vote in an uncontested election.
Executive Summary
| | Element | Description | Purpose | | Fixed | Base Salary | Delivered in cash and evaluated each year based on peer company and survey market data | Provide competitive cash compensation to attract and retain key executive talent | | Variable | Annual Bonus | If awarded, delivered in cash based on the committee’s evaluation of company and individual performance | Motivate and reward our executives to achieve key short-term financial and operation objectives | | | Long-term Incentives | Restricted stock units, which are periodically awarded and typically vest over a three- or four- year period | Reward creation of long-term stockholder value, encourage long-term retention of executives and align long-term interests of executive with stockholders |
Executive Summary
| What We Do | What We Don’t Do | | Seek alignment of interests of our executive officers with those of our stockholders by providing a portion of compensation in the form of periodic grants of long-term equity awards in the form of restricted stock units, which typically vest over a three- or four-year period | No liberal share recycling in our equity incentive plan | | Emphasize performance in any bonus award | No dividends or dividend equivalents payable on unvested equity awards under the 2024 Equity Incentive Plan submitted to stockholders for approval | | Provide a competitive compensation package focused on retaining, motivating and incentivizing top executive talent | No guaranteed bonuses for NEOs | | Review, on a regular basis, share utilization and dilution when granting equity awards | No written employment agreements for NEOs | | Annual advisory “say-on-pay” vote | No severance agreements, except for change in control and death and disability provisions in our equity award agreements | | Adopted a comprehensive executive incentive compensation clawback policy that allows for the recoupment and/or forfeiture of certain executive officer incentive compensation and complies with the Nasdaq listing rules and Rule 10D-1 under the Exchange Act | No repricing of underwater stock options | | Engage an external, independent compensation advisor to conduct competitive benchmarking to align the Company’s compensation program with prevailing market practices | Limited perquisites for NEOs | | Each member of our compensation committee meets the independence requirements under the Nasdaq listing rules and SEC rules | No tax gross-ups on perquisites | | Require substantial stock ownership by our non-employee directors | No hedging of our securities by our NEOs or directors | | Adopted a majority voting bylaw provision for uncontested director elections | No pledging of our securities by our NEOs or directors | | Committed to identifying, correcting and preventing health, safety and environmental, or HSE, hazards that could adversely affect our employees, contractors, customers or the general public | No pension or supplemental executive retirement plans to our current executive officers (except for a our broad-based 401(k) plan) | | Focused on enhancing sustainability of our operations and commitment to our community | No director overboarding |
Determining Executive Compensation
Determining Executive Compensation Our Executive Compensation Policy Our general compensation policy is guided by several key principles: •designing competitive total compensation programs to enhance our ability to attract and retain knowledgeable and experienced senior management level employees; •motivating employees to deliver outstanding financial performance and meet or exceed general and specific business, operational and individual objectives; •setting compensation and incentive levels relevant to the market in which the employee provides service; and •periodically using equity awards as a component of the total compensation to our named executive officers in equity (rather than cash), which, when granted, generally vest over a three- or four-year period, thus increasing an alignment of interests between our senior management level employees and our stockholders and retention of our top executive talent. The Role of Our Compensation Committee The compensation committee of the Board is primarily responsible for establishing, implementing and monitoring our compensation programs, including those applicable to our named executive officers. In particular, the compensation committee’s current role is to oversee, on behalf of the Board, our compensation and benefit plans and policies, review and approve incentive compensation and equity based plans (including establishing, reviewing and approving performance-based cash incentive bonuses and equity grants to our executive officers and directors, as may be applicable) and establish, review and approve annually all compensation decisions relating to our NEOs, including those with respect to employment arrangements, performance targets, severance arrangements, change in control provisions and any special supplemental benefits. The compensation committee takes action at least annually to address executive compensation programs, approve compensation levels, consider performance targets, review management performance and administer our equity-based and other compensation plans. The compensation committee operates in accordance with its charter, which sets forth the committee’s powers and responsibilities described in more detail under the heading “Committees of the Board of Directors.” The Role of Our Compensation Consultant In March 2025, our compensation committee engaged Meridian Compensation Partners, LLC, or Meridian, to conduct a compensation analysis of compensation practices for our named executive officers and to assist the compensation committee in establishing market place compensation levels for such executives for 2024 and 2025. Meridian was also engaged by the compensation committee to assess overall alignment for 2025 and inform 2026 compensation decisions. The compensation committee considered any potential conflicts of interest with the compensation consultant and determined that there were no such conflicts of interest. The committee will continue to monitor Meridian’s independence going forward. The Role of Our Compensation Committee Our compensation committee evaluates our NEOs based on the Company performance criteria described above. Their total compensation package is ultimately determined by the compensation committee based upon this evaluation and upon input from the compensation consultant, reflecting our NEOs performance, our Company performance, competitive industry practices and the terms of employment. Our Peer Group and Survey Data The compensation committee periodically reviews the compensation of our NEOs relative to a potential peer group utilized by the compensation committee, based on market information provided by our compensation consultant. The information provided by Meridian for 2025 compensation decisions made at the beginning of 2025 reflects compensation data from a peer group of 19 publicly traded companies in the oilfield services industry and the industrial/infrastructure industry, reflecting our unique composition at the time, and was generally consistent with the peer group used in 2024, with an adjustment to reflect changing circumstances in the industry, including acquisitions. In 2025, the Compensation Committee did not make changes to executive compensation levels as the Company underwent significant business reshaping through multiple divestitures. In February 2026, the Compensation Committee, with the assistance of Meridian, sought to refresh the prior year's peer group list and Meridian prepared a new list of potential peers that shared some characteristics with the Company and its business. The revised list was used to understand and evaluate how certain NEO’s total direct compensation compares with the total direct compensation provided to individuals in similar roles in these publicly-traded companies. Our compensation committee uses a combination of potential peer group proxy data and private company compensation survey data in determining the compensation for our NEOs. The committee does not target a specific level of compensation relative to the market data, however the committee does consider each element of each NEO’s compensation relative to the market median. In addition to the private company compensation survey data, the following group was utilized as a data point by the compensation committee for compensation and performance decisions made at the beginning of 2026 and is set forth below:
Elements of Compensation
(1) Mr. P. Lancaster was not an NEO in 2024. In connection with his appointment as Chief Executive Officer on January 1, 2025, Mr. P. Lancaster’s base salary was increased to $350,000. While serving as Chief Executive Officer, Mr. P. Lancaster participated in a separate compensation arrangement pursuant to which he received a monthly cash bonus of $20,000. Mr. P. Lancaster's employment ended on June 30, 2025. (2) Mr. B. Lancaster was not an NEO in 2024. In connection with his appointment as Chief Operating Officer on July 1, 2025, Mr. B. Lancaster’s base salary was increased to $300,000. Annual Bonus Annual bonuses are designed to incentivize individual performance and reward the achievement of Company’s long-term and short-term financial, operational and strategic goals that we believe drive stockholder value. Our annual bonus program supports our commitment to motivating our executives to deliver outstanding financial and operational performance. In determining the annual bonus, if any, for each NEO, the compensation committee reviews information provided by management with respect to Company performance. The compensation committee then considers Company and individual performance in the context of the information provided by its compensation consultant, and determines whether an annual bonus is to be awarded and, if so, the amount, in consideration of the total compensation each NEO will receive. In March 2026, the Compensation Committee approved and the Company paid a cash bonus of $25,000 to the Chief Operating Officer and $50,000 to the Chief Financial Officer, each relating to performance during fiscal year 2025. Long-term Incentives Our long-term incentive program is designed to provide incentive compensation linked to stockholder value. The compensation committee from time to time awards long-term incentive compensation in the form of restricted stock units under the 2024 Plan, described in more detail below. Prior to the 2024 Plan, long-term incentives were awarded under the 2016 Equity Incentive Plan. During 2025, no restricted stock units were awarded under the 2024 Plan. The restricted stock units are subject to time-based vesting. In determining grants of long-term incentives for the NEOs, the compensation committee reviews Company and individual performance as well as the NEO’s total compensation in light of the market information provided by its compensation consultant. The compensation committee did not grant any equity awards to the NEOs in 2025 and, to date, has not granted any equity awards to the NEOs in 2026.
Other Elements of Compensation
Other Elements of Compensation 401(k) Plan We have a retirement savings plan in which our named executive officers currently participate. The retirement plan is a tax qualified 401(k) plan that covers all eligible employees including the named executive officers. The Company makes discretionary matching contributions of up to 3% of employee’s compensation and may make discretionary contributions for eligible employees. Termination and Change of Control Benefits We do not have written employment agreements or change in control agreements with our Chief Business Officer, Chief Financial Officer and Chief Operating Officer, except that the terms of their respective restricted stock unit awards provide for the acceleration and vesting of such awards upon termination in connection with the change of control of the Company and upon such executive’s death or disability. For a description of our oral agreements with our NEOs, see “—Terms of Employment” above. Additional information regarding termination and change of control benefits for our NEOs, see “Termination and Change of Control Benefits” below. Perquisites and Other Personal Benefits The Company provides certain limited perquisites and other personal benefits that we believe to be reasonable and consistent with our overall compensation program to better enable us to attract and retain competent executives for key positions. The committee considers and periodically reviews the levels of perquisites and other personal benefits in establishing the total compensation of our NEOs. During 2025, our NEOs received minimal perquisites that provide value to our business in the form of gym membership dues, vehicle tolls and 401(k) plan contributions.
Equity Compensation Plan Information
Equity Compensation Plan Information The following table provides certain information with respect to our equity compensation plan, which was our only equity compensation plan in effect as of December 31, 2025.
Equity Compensation Plan Information
| Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted-average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance under equity compensation plans | | Equity compensation plan approved by security holders | | | | | 2024 Equity Incentive Plan | — | N/A | 1,885,720 | | | — | | 1,885,720 |
SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE We qualify as a “smaller reporting company,” as defined in Item 10(f)(1) of Regulation S-K. The following table provides information concerning compensation of our employee named executive officers for the fiscal years ended December 31, 2025 and 2024. During 2025, we did not have any other executive officers or persons performing similar functions other than our Chief Business Officer which does not have an employee relationship with the Company and, as such, does not receive a base salary or bonuses.
SUMMARY COMPENSATION TABLE
| Name and Principal Position | Year | Salary ($) | Bonus(1) ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) | | Phil Lancaster(2) Former Chief Executive Officer | 2025 | 191,154 | 120,000 | — | 13,485(3) | 324,639 | | Bernard Lancaster(4) Chief Operating Officer | 2025 | 150,000 | 25,000 | — | 4,150(5) | 179,150 | | Mark Layton Chief Financial Officer and Secretary | 2025 | 500,000 | 50,000 | — | 10,385(6) | 560,385 | | | 2024 | 444,038 | 50,000 | — | 10,350 | 504,388 |
SUMMARY COMPENSATION TABLE
(1)The 2025 amount for Mr. P. Lancaster consists of a monthly bonus of $20,000. The 2025 amounts for Messrs. B. Lancaster and Layton consist of discretionary cash bonuses paid in March 2026. The 2024 amount for Mr. Layton consists of a discretionary cash bonus paid in March 2024 in recognition of his contribution towards collections of accounts receivable from PREPA during 2024. (2)Mr. P. Lancaster resigned from his position as Chief Executive Officer of the Company effective June 30, 2025. (3)This amount consists of (i) $8,985 in Company contributions to a 401(k) plan and (ii) an automobile allowance for Mr. P. Lancaster. (4)Mr. B. Lancaster was promoted to the position of Chief Operating Officer effective July 1, 2025. (5)This amount consists of Company contributions to a 401(k) plan for Mr. B. Lancaster. (6)This amount consists of Company contributions to a 401(k) plan for Mr. Layton.
OUTSTANDING EQUITY AWARDS AT FISCAL 2025 YEAR-END
OUTSTANDING EQUITY AWARDS AT FISCAL 2025 YEAR-END There were no equity awards outstanding for Messrs. P. Lancaster, B. Lancaster and Layton at December 31, 2025.
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE The following table provides information concerning total compensation paid to our Principal Executive Officer (PEO), during the fiscal years ended December 31, 2025, 2024 and 2023. Total compensation and compensation actually paid is provided for our other named executive officer (NEO). We qualify as a smaller reporting company, as defined in Item 10(f)(1) of Regulation S-K. All information provided under the “Pay Versus Performance” heading will not be deemed to be incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.
PAY VERSUS PERFORMANCE
| Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(2) | Average Summary Compensation Table Total for Non-PEO NEO | Average Compensation Actually Paid to Non-PEO NEO(3) | Value of Fixed $100 Investment Based on Total Shareholder Return (“TSR”) | Net Income (Loss) ($ in thousands) | | 2025 | $503,789 | $503,789 | $560,385 | $560,385 | $33.33 | $4,597 | | 2024 | $780,350 | $780,350 | $504,388 | $504,388 | $54.05 | $(207,326) | | 2023 | $1,189,900 | $1,986,150 | $689,900 | $996,150 | $4.46 | $(3,163) |
PAY VERSUS PERFORMANCE
(1)Mr. B. Lancaster is the Company’s current PEO and was appointed to this position on July 1, 2025. Mr. P. Lancaster served as the Company’s PEO from January 1, 2025 through June 30, 2025. Mr. Straehla served as the Company’s PEO for the fiscal year ended December 31, 2024 and December 31, 2023. (2)The amounts disclosed reflect the adjustments listed in the tables below to the amounts reported in the Summary Compensation Table for PEO:
PAY VERSUS PERFORMANCE
| Year | Less: Grant Date Value of Equity Awards | Plus: Change in Value of Awards Granted During the Current Year | Plus: Vesting Date Value of Awards that Vested During the Year | Plus: Year-Over-Year Change in Fair Value of Unvested Awards | Plus: Change in Value of Awards Vesting During the Current Year | Total Adjustments | | 2025 | $— | $— | $61,250 | $— | $— | $61,250 | | 2024 | $— | $— | $— | $— | $— | $— | | 2023 | $— | $— | $1,803,750 | $— | $(1,007,500) | $796,250 |
PAY VERSUS PERFORMANCE
(3)For each of the 2025, 2024 and 2023 fiscal years, Mr. Layton was the Company’s only non-PEO NEO. The amounts disclosed reflect the adjustments listed in the tables below to the amounts reported in the Summary Compensation Table for our Non-PEO NEO:
PAY VERSUS PERFORMANCE
| Year | Less: Grant Date Value of Equity Awards | Plus: Change in Value of Awards Granted During the Current Year | Plus: Vesting Date Value of Awards that Vested During the Year | Plus: Year-Over-Year Change in Fair Value of Unvested Awards | Plus: Change in Value of Awards Vesting During the Current Year | Total Adjustments | | 2025 | $— | $— | $— | $— | $— | $— | | 2024 | $— | $— | $— | $— | $— | $— | | 2023 | $— | $— | $693,750 | $— | $(387,500) | $306,250 |
Analysis of the Information Presented in the Pay Versus Performance Table
Analysis of the Information Presented in the Pay Versus Performance Table Our company has not historically utilized net income or net loss as a performance measure for our executive compensation program due to the capital intensive nature of our business. Instead, we consider Adjusted EBITDA from continuing operations to be a more meaningful performance measure when assessing the compensation of our named executive officers. Adjusted EBITDA from continuing operations is discussed under “Executive Compensation—Executive Summary—2025 Performance Highlights” above, and a reconciliation of this measure to net income (loss), the GAAP financial performance measure included in the Pay Versus Performance table, is provided in Annex A to this proxy statement. As a smaller reporting company, we are not required to include Adjusted EBITDA from continuing operations in the pay versus performance table. From 2023 to 2024, our net loss increased and the Compensation Actually Paid to our PEO and Non-PEO NEO decreased between those years to correlate with the Company’s performance. From 2024 to 2025, our net income (loss) improved, including a change from a net loss to net income, while Compensation Actually Paid to our PEO decreased. This reflects compensation decisions made under the Company’s executive compensation program, which emphasizes operational performance measures, such as Adjusted EBITDA from continuing operations, and considers a range of performance and business factors rather than short‑term changes in GAAP net income. Compensation Actually Paid to our non‑PEO named executive officer remained relatively consistent over this period, reflecting a compensation structure designed to align aggregate pay outcomes with the Company’s overall performance. Further, our TSR decreased from 2023 to 2025 and the Compensation Actually Paid to our PEO and Non-PEO NEO also declined to correlate with the decrease in our TSR.
2025 DIRECTOR COMPENSATION
2025 DIRECTOR COMPENSATION The following table contains information with respect to 2025 compensation of our directors who served in such capacity during that year, except that the 2025 compensation of the director who was also our named PEO is disclosed in the 2025 Summary Compensation Table above.
2025 DIRECTOR COMPENSATION
| Name | Board & Committee Retainer Fees | Stock Awards(1) ($) | All Other Compensation ($) | Total ($) | | Arthur Amron | $55,000 | $— | $— | $55,000 | | Corey Booker | 65,000 | — | — | 65,000 | | Paul Jacobi | 67,500 | — | — | 67,500 | | Phil Lancaster | 25,000 | — | — | 25,000 | | James Palm | 75,000 | — | — | 75,000 | | Mark Plaumann | 30,000 | — | — | 30,000 | | Arthur Smith | 50,000 | — | — | 50,000 |
Director Compensation
Director Compensation Our non-employee directors are entitled to receive an annual retainer in the amount of $50,000, plus an additional annual payment of $10,000 for the chairperson and $5,000 for each other member of the audit committee, with such amounts paid in quarterly installments. The Company may, in its discretion, grant equity awards to non‑employee directors under the 2024 Plan as part of their overall compensation. The timing and amount of any equity awards are not fixed. In prior periods, the Board has considered annual equity awards with a target value of $100,000, which, when granted, generally vest on the earlier of one year from the grant date or the next annual meeting of stockholders. We provide liability insurance for our directors and officers. In addition, our certificate of incorporation sets forth limitations on our directors’ liability to our stockholders. Further, our amended bylaws contain indemnification and advancement of expenses provisions for the benefit of our directors and officers. We are also party to a customary indemnification agreement with each of our executive officers and directors. The compensation committee has adopted stock ownership retention recommendations for our non-employee directors. These recommendations were adopted to encourage our non-employee directors to have a meaningful stake in the Company, which encourages a focus on our long-term success, aligns directors’ interests with the interests of our stockholders and further promotes our commitment to sound corporate governance. Under the stock ownership and retention recommendations, each of our non-employee directors must own an amount of our common stock equal in four times his annual cash compensation.