DEF 14A of Infinity Natural Resources, Inc.
Filed Apr 24, 2026 · FY20250002029118-26-000041
Director Nominees
Director Nominees
Director Nominees
| Zack Arnold Age: 43 Director Since: June 2017 | Mr. Arnold has served as our President and Chief Executive Officer and a member of the Board of the Company or INR Holdings since June 2017. From 2014 to 2017, Mr. Arnold acted as the General Manager of Operations at Northeast Natural Energy (“NNE”). Prior to joining NNE, Mr. Arnold held various roles at Chesapeake Energy Corp. (Nasdaq: CHK) including Drilling Engineer, Completions Superintendent and Operations Manager. Mr. Arnold began his career as a Production Engineer with Chevron Corporation (NYSE: CVX) in Bakersfield, CA where he was exposed to the safety culture, operational excellence and the process-oriented mindset of a major energy company. Mr. Arnold is a graduate of Marietta College where he holds a degree in petroleum engineering. Mr. Arnold’s extensive industry background and deep knowledge of our business make him a valuable resource to the Board. | | Steven Cobb Age: 37 Director Since: June 2017 Independent | Mr. Cobb has served as a member of the Board of the Company or INR Holdings since June 2017. Mr. Cobb is also a Partner of Pearl Energy Investments and has held such role since January 2025, and prior to that he was a Managing Director since August 2015. As a member of Pearl’s investment team, Mr. Cobb is involved in portfolio management, firm strategy, business development, LP relations and fundraising. Prior to joining Pearl, from August 2011 to August 2015, Mr. Cobb was employed at Pioneer Natural Resources, where he served as an Operations Engineer, Reservoir Engineer, and most recently, Supervisor of Investor Relations. Steven holds a B.S. in Petroleum Engineering from the University of Oklahoma and an M.B.A. in finance from Southern Methodist University. Mr. Cobb was designated to continue serving on the Board by Pearl and its affiliates pursuant to the rights granted to Pearl in the Charter. Mr. Cobb brings deep industry and investing experience to the Board. | | Katherine M. Gallagher Age: 42 Director Since: January 2025 Independent Committees: •Audit Committee •Nominating, Governance & Sustainability Committee | Ms. Gallagher has served as a member of the Board since January 2025. Ms. Gallagher previously served as a Corporate Regulatory Advisor for Pioneer Natural Resources from September 2014 to May 2017. Prior to that, Ms. Gallagher served in various roles for Pioneer Natural Resources from September 2007 to September 2014, including as a Field Operations Manager, Operations Engineering Supervisor, Special Project Engineer and Senior Operations Engineer. Before that, Ms. Gallagher served as a Materials Engineer for Chevron Corp. from June 2005 to September 2007. Ms. Gallagher holds a Bachelor of Science degree in Metallurgical and Materials Engineering, with a minor in Economics, from the Colorado School of Mines, and a Master of Science degree in Petroleum Engineering from Texas A&M University. Ms. Gallagher brings deep experience and intimate knowledge of the oil, gas and energy industry to the Board. |
Director Nominees
| Scott Gieselman Age: 62 Director Since: January 2025 Independent Committees: •Audit Committee •Compensation Committee | Mr. Gieselman has served as a member of the Board since January 2025. Mr. Gieselman was a Partner for NGP Energy Capital Management until 2023, a position he held since April 2007. Mr. Gieselman served as a director of certain private and public NGP portfolio companies. Prior to joining NGP, Mr. Gieselman served in various positions in the investment banking energy group of Goldman Sachs & Co. LLC, where he became a partner in 2002. Mr. Gieselman served as a director for Switchback II Corporation from December 2020 until the closing of its business combination with Bird Rides, Inc. in November 2021, Switchback Energy Acquisition Corporation from May 2019 until the closing of its business combination with ChargePoint Holdings, Inc. (NYSE: CHPT) in February 2021, HighPoint Resources Corporation from March 2018 until the closing of its merger with Bonanza Creek Energy, Inc. in April 2021, WildHorse Resource Development Corporation from September 2016 until it was acquired by Chesapeake Energy Corporation (NASDAQ: CHK) in February 2019, Chesapeake Energy Corporation from May 2019 to November 2019, Rice Energy, Inc. from January 2014 until April 2017, Memorial Resource Development Corp. from June 2014 until it was acquired by Range Resources Corporation (NYSE: RRC) in September 2016, and Memorial Production Partners GP LLC from December 2011 until March 2016. Mr. Gieselman holds a Master of Business Administration degree and a Bachelor of Science degree from Boston College. Mr. Gieselman brings deep experience and an intimate knowledge of the oil, gas and energy industry to the Board. | | Steven D. Gray Age: 66 Director Since: January 2025 Independent Committees: •Compensation Committee | Mr. Gray has served as the Chairman of the Board since January 2025. Mr. Gray served as Co-founder, Director, and Chief Executive Officer of RSP Permian Inc. (“RSP Permian”) from 2010 until its merger with Concho Resources (“Concho”) in 2018. After the merger with Concho, he joined Concho’s Board of Directors and served until Concho was acquired by ConocoPhillips (NYSE: COP) in 2021. Prior to forming RSP Permian, Mr. Gray founded several successful oil and gas ventures spanning nearly 20 years in partnerships with Natural Gas Partners, a Dallas, Texas based private equity firm. Before that, Mr. Gray spent 11 years employed in the oil and gas industry in various capacities as a petroleum engineer. Mr. Gray currently serves as Chairman of the Board of Directors of Permian Resources Corporation (NYSE: PR), as well as a Director on the Texas Tech Foundation Advisory Board. Mr. Gray previously served as a Director on the Board of Directors of Range Resources Corporation (NYSE: RRC) from October 2018 to October 2024. Mr. Gray holds a Bachelor of Science in Petroleum Engineering degree from Texas Tech University. Mr. Gray brings extensive experience as an executive for numerous upstream oil and gas companies, including as CEO, as well as prior public board service to the Board. |
Director Nominees
| Scott McNeill Age: 54 Director Since: April 2026 Independent Committees: •Audit Committee | Mr. McNeill has served as a member of the Board since April 2026. He is currently the Chief Executive Officer of Peak Rentals, LLC, an equipment rental company serving the energy industry. He is also the Managing Member of Headwall Capital, an investment company pursuing opportunities in the energy sector. From 2021 to 2024, Mr. McNeill held multiple senior leadership roles at Black Mountain Sand Holdings LLC (“BMS”), including Executive Chairman, Chief Executive Officer, and Chief Financial Officer, and served on its board of directors. His leadership at BMS culminated in its merger with Covia Energy to form Iron Oak Energy Solutions LLC (“Iron Oak”), and he currently serves on Iron Oak’s board of directors. Prior to joining Iron Oak, from 2019 to 2021, he was co-founder and Chief Executive Officer of Switchback Energy Acquisition Corporation (NYSE: SBE) and Co-Chief Executive Officer of Switchback II Corporation (NYSE: SWBK), serving on the boards of both entities. From 2013 until its merger in 2018 with Concho Resources Inc. (NYSE: CXO), Mr. McNeill served as Chief Financial Officer and a director of RSP Permian Inc. (NYSE: RSPP), an upstream oil and gas company. Before joining RSP Permian, Mr. McNeill spent 15 years in energy investment banking and most recently served as a managing director in the energy investment banking group of Raymond James Financial, Inc., advising companies operating in the exploration and production, midstream, and energy service and equipment segments of the energy industry. Mr. McNeill holds a B.B.A from Baylor University and an M.B.A from the University of Texas at Austin and is a certified public accountant in the State of Texas. Mr. McNeill brings extensive experience in energy, finance, accounting, and capital markets, including as a public company executive as CEO and CFO, as well as prior public board service, to the Board. |
Director Nominees
| David Poole Age: 64 Director Since: January 2025 Independent Committees: •Audit Committee •Compensation Committee •Nominating, Governance & Sustainability Committee | Mr. Poole has served as a member of the Board since January 2025. Mr. Poole is currently Of Counsel at the law firm of Wick Phillips LLP. Mr. Poole previously served as General Counsel and Corporate Secretary of Range Resources Corporation (NYSE: RRC) from June 2008 until March 2023. Prior to joining Range, Mr. Poole was with TXU Corp. (“TXU”) in its legal department from 2004 to 2008, serving most recently as General Counsel. Prior to joining TXU, Mr. Poole spent 16 years at the law firm of Hunton & Williams LLP, most recently as a Partner. Mr. Poole holds a Bachelor of Science degree in Petroleum Engineering from Texas Tech University and a Juris Doctor degree from the Texas Tech School of Law. Mr. Poole brings deep industry and legal knowledge and prior experience in public oil, gas and energy companies to the Board. | | William J. Quinn Age: 55 Director Since: June 2017 Independent | Mr. Quinn has served as a member of the Board of the Company or INR Holdings since June 2017. Mr. Quinn is also a Founder and Managing Partner of Pearl Energy Investments. Prior to founding Pearl in 2015, Mr. Quinn served as Managing Partner of Natural Gas Partners. In his capacity as Managing Partner, he co-managed NGP’s investment portfolio and played an active role in the full range of NGP’s investment process. Mr. Quinn also serves on the boards of directors of a number of Pearl companies and their affiliates. Mr. Quinn currently serves on the board of directors of Permian Resources Corporation (NYSE: PR), a position he has held since September 2022. From September 2021 until May 2022, he served as a director and Chairman of the board of directors of Spring Valley Acquisition Corporation, which is now called NuScale Power Corporation (NYSE: SMR) following the company’s business combination in May 2022. Mr. Quinn holds a Master of Business Administration degree from the Stanford University Graduate School of Business and a Bachelor of Science degree in Economics, with honors, from the Wharton School of the University of Pennsylvania with a concentration in Finance. Mr. Quinn was designated to continue serving on our board of directors by Pearl and its affiliates pursuant to the rights granted to Pearl in the Charter. Mr. Quinn brings deep industry and investing experience to the Board. |
Series A Director
Series A Director
Series A Director
| Matthew Kelly Age: 36 Director Since: February 2026 Independent Committees: •Nominating, Governance & Sustainability Committee | Mr. Kelly has served as a member of the Board since February 2026. Mr. Kelly is a Managing Director at Carnelian Energy Capital Management, L.P., where he is responsible for leading investment sourcing regions, transaction due diligence and execution and monitoring active portfolio companies. Mr. Kelly joined Carnelian in 2015 and has more than a decade of experience in the energy industry. In his time with Carnelian, Mr. Kelly has worked directly with more than 15 upstream and midstream companies throughout the investment lifecycle and focused across numerous North American oil and gas basins under a variety of investment strategies. Prior to Carnelian, Mr. Kelly was an Investment Banking Analyst with Wells Fargo Securities’ Energy & Power Investment Banking Group from June 2013 to February 2015, where he focused on mergers and acquisitions, capital markets financings and strategic advisory assignments for clients across the upstream, midstream and oilfield services sectors. Mr. Kelly received a B.B.A. and an M.P.A. in Accounting in 2013 from The University of Texas at Austin. |
Series A Director
Mr. Kelly does not receive any compensation for his services as a director. Mr. Kelly entered into the Company’s standard form of indemnification agreement, the form of which has been filed with the Annual Report. The Board affirmatively determined that Mr. Kelly is an independent director within the meaning of the NYSE listing standards. There are no family relationships between Mr. Kelly and any other Board member or executive officer. Mr. Kelly is not a party to any transaction with any related person required to be disclosed pursuant to Item 404(a) of Regulation S-K other than the transactions contemplated by the Securities Purchase Agreement.
2025 Summary Compensation Table
2025 Summary Compensation Table The following table summarizes the compensation awarded to, earned by or paid to our Named Executive Officers for the 2025 Fiscal Year and the fiscal year ended December 31, 2024.
2025 Summary Compensation Table
| Name and Principal Position | Year | Salary(1) | Bonus(2) | Stock Awards(3) | Option Awards(4) | Non-Equity Incentive Plan Compensation(5) | All Other Compensation(6) | Total | | Zack Arnold | 2025 | $410,349 | $1,000 | $2,899,009 | $34,959,578 | $552,500 | $58,012 | $38,880,448 | | Chief Executive Officer | 2024 | $350,000 | $200,000 | — | — | — | $22,641 | $572,641 | | David Sproule | 2025 | $410,349 | $1,000 | $2,899,009 | $34,959,578 | $552,500 | $52,052 | $38,874,488 | | Executive Vice President & Chief Financial Officer | 2024 | $350,000 | $200,000 | — | — | — | $22,713 | $572,713 | | Raleigh Wolfe | 2025 | $338,731 | $1,000 | $3,084,474 | — | $341,250 | $38,391 | $3,803,846 | | General Counsel | 2024 | $155,738 | $156,000 | — | — | — | — | $311,738 |
2025 Summary Compensation Table
____________ (1)Amounts in this column reflect the base salary earned by each Named Executive Officer in the applicable fiscal year. (2)Amounts in this column for the 2025 Fiscal Year reflect discretionary holiday bonuses for each of Messrs. Arnold, Sproule and Wolfe. (3)The amounts reported in this column represent the aggregate grant date fair value of the stock-based awards granted to the Named Executive Officers during the 2025 Fiscal Year, as computed in accordance with the Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC 718”). In the 2025 Fiscal Year, Messrs. Arnold, Sproule and Wolfe each received a grant under the Omnibus Plan of PSUs, and Mr. Wolfe additionally received grants of RSUs (each, as defined in the section titled “Narrative Disclosure to Summary Compensation Table—Long-Term Equity Incentive Compensation”) in connection with the closing of the Company’s initial public offering (“IPO”) on February 3, 2025 and in connection with the Company’s annual grants. The amounts reported in this column in respect of the PSUs reflect the Company’s determination of the probable outcome of the applicable performance-vesting conditions. Assuming maximum performance for the PSUs granted to our Named Executive Officers in the 2025 Fiscal Year, the grant date fair value included in this column for Messrs. Arnold, Sproule and Wolfe would be equal to approximately $6,749,990, $6,749,990 and $2,250,014, respectively. The aggregate grant date fair value of the RSUs is the amount that the Company expects to expense for accounting purposes over the award’s vesting schedule and does not correspond to the actual value, if any, that the Named Executive Officers will realize from the award as the actual value of the RSUs at the time of vesting may vary from the value used for accounting purposes. See the section titled “Narrative Disclosure to Summary Compensation Table—Long-Term Equity Incentive Compensation” for more information. (4)The amounts reported in this column represent the modification charge under FASB ASC 718 in connection with the recapitalization of Incentive Units held by Messrs. Arnold and Sproule into INR Units during the 2025 Fiscal Year in connection with the closing of the IPO. See the section titled “Long-Term Equity Incentive Compensation—Recapitalization of Incentive Units” for more information. (5)The amounts reported in this column reflect the performance-based annual cash bonuses earned by each of Messrs. Arnold, Sproule and Wolfe in the 2025 Fiscal Year under the Company’s short-term incentive program, which were paid in 2026. (6)Amounts in this column for the 2025 Fiscal Year reflect the following:
2025 Summary Compensation Table
| Name | 401(k) Plan Employer Contributions ($) | Life Insurance Premium Subsidies ($) | Other Perquisites and Benefits ($)(i) | Total ($) | | Zack Arnold | 17,500 | 715 | 39,797 | 58,012 | | David Sproule | 17,500 | 787 | 33,765 | 52,052 | | Raleigh Wolfe | 17,500 | — | 20,891 | 38,391 |
2025 Summary Compensation Table
(i)This column represents the value of other benefits provided to each of the Named Executive Officers in the 2025 Fiscal Year, including (a) wealth management services and incremental cost of spouse travel for all Named Executive Officers, (b) the aggregate incremental cost to the Company of the personal use of Company-owned vehicles and cell phone plans for Messrs. Arnold and Sproule and (c) gym membership fees for Mr. Sproule.
Outstanding Equity Awards at 2025 Fiscal Year-End
Outstanding Equity Awards at 2025 Fiscal Year-End The following table reflects information regarding outstanding equity-based awards held by our Named Executive Officers as of December 31, 2025.
Outstanding Equity Awards at 2025 Fiscal Year-End
| | Stock Awards | | | | | Name | Number of Shares or Units of Stock That Have Not Vested (#) (1) | Market Value of Shares of Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(1) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | | Zack Arnold | — | — | 130,586(3) | $1,923,532 | | David Sproule | — | — | 130,586(3) | $1,923,532 | | Raleigh Wolfe | 62,500(4) | $920,625 | — | — | | | 43,529(5) | $641,182 | — | — | | | — | — | 43,529(3) | $641,182 |
Outstanding Equity Awards at 2025 Fiscal Year-End
___________ (1)Represents RSUs and PSUs, as applicable, that are outstanding as of December 31, 2025. (2)The amounts in this column were calculated by multiplying the number of RSUs or PSUs, as applicable, held by our Named Executive Officers by $14.73, the closing price of our common stock on the NYSE on December 31, 2025. (3)Represents PSUs granted on March 17, 2025 which cliff vest based on the achievement of the Company’s relative total shareholder return as compared to its relative TSR peer group and absolute shareholder return, in each case, over the performance period beginning on March 3, 2025 and ending on December 31, 2027 and subject to the Named Executive Officer’s continued service through the date that such performance results are determined. The number of PSUs reported in the table reflect amounts based on target performance (100% of target). (4)Represents the one-time RSUs that vested in full on February 3, 2026. (5)Represents RSUs granted on March 17, 2025 that are subject to Mr. Wolfe’s continued employment through each applicable vesting date and will vest in equal one-third increments on the first three anniversaries of the date of grant.
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control Executive Severance Plan On February 3, 2025, the Compensation Committee of the Board adopted the Infinity Natural Resources, Inc. Executive Change in Control and Severance Plan (the “Executive Severance Plan”). The Executive Severance Plan provides severance pay and benefits to eligible officers and management employees, including Messrs. Arnold, Sproule and Wolfe. Capitalized terms used but not otherwise defined herein have the meanings assigned to them in the Executive Severance Plan. Upon the termination of a Named Executive Officer’s employment due to a termination by the Company without Cause or a resignation by the Named Executive Officer for Good Reason (each, a “Qualifying Termination”) that occurs outside of the period commencing on the date on which a Change in Control is consummated and ending 24 months after a Change in Control is consummated (the “Change of Control Protection Period”), the Named Executive Officer would be entitled to receive the following severance benefits: (i) a cash severance payment equal to the product of (a) the sum of the Named Executive Officer’s base salary and target annual bonus for the year of termination (the “Annual Compensation”) and (b) the Applicable Non-CIC Severance Multiple (which is 1.5 for Messrs. Arnold and Sproule, and 1.0 for Mr. Wolfe), payable in substantially equal installments over 18 months for Messrs. Arnold and Sproule, and 12 months for Mr. Wolfe, (ii) any earned but unpaid annual bonus with respect to the prior completed calendar year (if any, the “Earned Annual Bonus”), (iii) a pro-rated portion of such Named Executive Officer’s annual bonus for the current calendar year determined based on actual performance levels (the “Pro-Rated Bonus”) and (iv) a cash payment equal to the product of (a) the monthly amount of the premiums for the Named Executive Officer’s group health plan coverage plans (the “Monthly COBRA Amount”) and (b) 18 for Messrs. Arnold and Sproule, and 12 for Mr. Wolfe. Upon the termination of a Named Executive Officer’s employment due to a Qualifying Termination that occurs during a Change of Control Protection Period, the Named Executive Officer would be entitled to receive the following severance benefits, payable in lump sum within 60 days after such Named Executive Officer’s date of termination: (i) a cash severance payment equal to the product of (a) the Annual Compensation and (b) 2.5 for Messrs. Arnold and Sproule, and 1.5 for Mr. Wolfe, (ii) the Earned Annual Bonus, (iii) the Pro-Rated Bonus and (iv) a cash payment equal to the product of (a) the Monthly COBRA Amount and (b) 24 for Messrs. Arnold and Sproule, and 18 for Mr. Wolfe. Payment of any severance benefits under the Executive Severance Plan to a Named Executive Officer is subject to the Named Executive Officer’s (i) execution and non-revocation of a general release of claims in favor of the Company and (ii) continued compliance with the cooperation covenant set forth in the Executive Severance Plan and the other restrictive covenant obligations set forth in the Named Executive Officer’s participation agreement and any other agreement to which the Named Executive Officer is a party. Equity Award Treatment Pursuant to the terms of the Omnibus Plan and applicable award agreements, if a Named Executive Officer’s employment terminates due to death or disability, then upon the applicable termination date their unvested RSUs will accelerate and vest in full and their unvested PSUs will vest pro rata (with such vesting deemed to be achieved at target performance). If a Named Executive Officer’s employment is terminated by the Company without Cause or by the Named Executive Officer for Good Reason (each, as defined in the applicable award agreement), then (i) upon the applicable termination date, their unvested RSUs will vest pro rata and (ii) their unvested PSUs will remain eligible to vest pro rata at the end of the performance period (with such vesting based on actual performance). In the event of a Change in Control (as defined in the Omnibus Plan) in which the surviving entity assumes the unvested portion of the RSUs and/or the PSUs, and if the Named Executive Officer’s employment is terminated by the Company without Cause or by the Named Executive Officer for Good Reason within 24 months following such Change in Control, then 100% of the then-unvested RSUs will immediately accelerate and vest, and the then-unvested PSUs will accelerate and vest (with such vesting deemed to be achieved at the greater of target and actual performance for the PSUs). In the event of a Change in Control in which the surviving entity does not assume the unvested portion of any RSUs and/or the PSUs, then 100% of the then-unvested RSUs will immediately accelerate and vest, and the then-unvested PSUs will accelerate and vest (with such vesting deemed to be achieved at the greater of target and actual performance for the PSUs).
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION In connection with the closing of the IPO, we adopted a non-employee director compensation policy (the “Director Compensation Policy”), pursuant to which our non-employee directors are eligible to receive compensation for their services on our Board. Pursuant to the Director Compensation Policy, our non-employee directors are entitled to receive the following annual retainers: $65,000 for service as a member of our Board, $20,000 for service as the chair of the Audit Committee, $15,000 for service as the chair of the Compensation Committee and $10,000 for service as the chair of the NGS Committee. Our non-employee directors may elect to receive their annual retainers in the form of additional RSUs (which will be subject to the same vesting schedule as the annual RSU grants described below) or in cash. If paid in cash, the retainers will be paid in four equal quarterly installments in arrears. In addition to the annual retainers, our non-employee directors will each receive an annual grant of RSUs with a grant date value of $160,000 and such award will vest on the one-year anniversary of the date of grant, subject to the non-employee director’s continued service on our Board through the applicable vesting date. In addition, the non-executive Chairperson, if any, will receive additional RSUs with a grant date value (as determined by our Board) equal to approximately $75,000. Each director is fully indemnified by us for actions associated with being a director to the fullest extent permitted under Delaware law.
2025 Director Compensation Table
2025 Director Compensation Table The following table presents information regarding compensation paid to our non-employee directors during the 2025 Fiscal Year.
2025 Director Compensation Table
| Name(1) | Fees Earned or Paid in Cash ($)(2) | Stock Awards ($)(3) | Total ($) | | Katherine M. Gallagher | — | $225,000 | $225,000 | | Scott Gieselman | — | $240,000 | $240,000 | | Steven Gray | — | $300,000 | $300,000 | | Sarah James(4) | — | $245,000 | $245,000 | | David Poole | — | $235,000 | $235,000 |
2025 Director Compensation Table
__________ (1)In accordance with the Director Compensation Policy, our non-employee directors who are employees of Pearl Energy Investments, L.P., NGP Energy Capital Management, L.L.C., Carnelian or any of their respective affiliates (which, for the 2025 Fiscal Year, were Messrs. Cobb and Quinn and Brian Seline who resigned from the Board effective February 23, 2026) are not eligible to receive compensation for their services on our Board. Accordingly, Messrs. Cobb, Quinn and Seline did not receive any compensation for their services on our Board during the 2025 Fiscal Year. (2)With respect to the 2025 Fiscal Year, each of Messrs. Gieselman, Gray and Poole and Mses. Gallagher and James elected to receive their annual retainers in the form of additional RSUs in lieu of cash. (3)The amounts in this column represent the aggregate grant date fair value of the RSUs granted to our non-employee directors on March 17, 2025, computed in accordance with FASB ASC Topic 718. These RSUs vested in full on March 17, 2026. As of December 31, 2025: (i) Ms. Gallagher held 13,059 unvested RSUs, (ii) Mr. Gieselman held 13,929 unvested RSUs, (iii) Mr. Gray held 17,411 unvested RSUs, (iv) Ms. James held 14,219 unvested RSUs and (v) Mr. Poole held 13,639 unvested RSUs. (4)Ms. James resigned from the Board effective February 23, 2026.
Why are holders of our capital stock being asked to vote on the election of only eight director nominees?
Why are holders of our capital stock being asked to vote on the election of only eight director nominees? Our Board currently consists of ten members. A total of eight director nominees will be voted upon at the Annual Meeting. Holders of our common stock and holders of our Series A Preferred Stock, voting together as a single class, are being asked to vote on each of the eight director nominees. Mr. Sproule will serve on the Board through the end of his current term on date of the Annual Meeting but was not nominated for re-election. The right to appoint the Series A Director is held exclusively by Carnelian. See the section of this Proxy Statement titled “Certain Relationships and Related Party Transactions—Certain Relationships—Issuance of Series A Preferred Stock —Certificate of Designation— Director Appointment Right” for more information.