Not independent
Tenure on this board
11.4 yrs
3 nominees · 4 ballot items.
Elect three directors; approve, on an advisory basis, the compensation of named executive officers (say-on-pay); approve the Empire Petroleum Corporation 2026 Stock and Incentive Compensation Plan reserving 1,200,000 shares; and ratify Grant Thornton LLP as the independent registered public accounting firm for 2026.
Election of three common directors (Michael R. Morrisett, Vice Admiral Andrew L. Lewis (Ret.), and J. Kevin Vann) to serve one‑year terms expiring at the next annual meeting.
Non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This non-binding advisory proposal asks stockholders to approve the overall compensation of the named executive officers as disclosed in the proxy. Management frames this as a vote on the Company’s compensation philosophy and program rather than any single element of pay, emphasizing a mix of fixed and variable pay designed to attract and retain talent, align pay with operational and financial objectives, and encourage long-term value creation. The Compensation Committee and Board present the program as disciplined and performance-oriented, citing cash flow focus, capital discipline, performance-based incentives tied to operational and financial results, and long-term equity incentives to promote sustained leadership performance. The Board notes prior strong stockholder support (approx. 99.9% approval at the 2025 meeting) and indicates it will consider the outcome when evaluating future compensation decisions. Because the vote is advisory, it does not directly change compensation but serves as important feedback to the Board and Compensation Committee, potentially influencing future design and governance of executive pay. In assessing the merits, an analyst should weigh the structure of pay (mix of base, bonus, and equity), the link between metrics and business strategy (cash flow, development progress, cost management), and disclosure completeness in the proxy. The Board’s recommendation to vote FOR is grounded in management’s view that the program appropriately balances retention, performance incentives and alignment with shareholder interests amid operational priorities in a volatile commodity environment. Finally, given Empire’s governance structure and concentrated ownership (notably a large shareholder and related-party transactions disclosed elsewhere), investors should also consider whether pay outcomes are sufficiently tethered to measurable performance and whether existing oversight (independent Compensation Committee members) provides effective checks on pay decisions.
A binding vote to approve the Empire Petroleum Corporation 2026 Stock and Incentive Compensation Plan and reserve 1,200,000 shares of Common Stock for issuance under the plan, effective June 17, 2026.
This binding proposal asks shareholders to approve the Company’s 2026 equity incentive plan, which would reserve 1,200,000 shares (approximately 3.02% dilution based on outstanding shares as of April 15, 2026) for grants of options, restricted stock, RSUs, performance awards and cash-based awards. Management and the Compensation Committee present the plan as necessary to sustain a competitive compensation program, comply with NYSE American listing rules and Internal Revenue Code requirements (including the ability to grant incentive stock options under Section 422), and to ensure sufficient share availability for multi-year grant practices. Key structural features include a fixed share reserve (no evergreen provision), administration by an independent Compensation Committee, limits on repricing without shareholder approval, five-year maximum vesting, recycling rules that do not permit recycling of shares withheld to satisfy option exercise or SARs tax/price obligations, and clawback provisions consistent with the company’s recovery policy. The plan is broad-based (employees, consultants, non-employee directors) and allows a variety of award types; the Compensation Committee retains discretion over grants, performance measures, and other terms, which enables flexibility but places importance on committee governance and disclosure of future grants. Analysts should evaluate the requested share count relative to historical burn rates, outstanding awards, and competitor practices, and consider dilution, potential overhang, and whether performance-based awards will be meaningfully tied to measurable corporate objectives. Given the company’s concentrated ownership and related-party transactions disclosed elsewhere in the proxy, investors should scrutinize grant practices, recoupment provisions, and independence of committee members who will administer the plan. The Board’s recommendation to vote FOR is justified by management as necessary to attract and retain talent and align employee incentives with shareholder value, while the plan’s anti-repricing and clawback features are governance protections that may mitigate some investor concerns.
Ratify the appointment of Grant Thornton LLP as Empire Petroleum Corporation’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 1.45% | 575,257 | $2M |
| 2 | BlackRock, Inc. | 1.20% | 475,636 | $1M |
| 3 | GEODE CAPITAL MANAGEMENT, LLC | 0.92% | 365,203 | $1M |
| 4 | BlackRock, Inc. | 0.82% | 327,673 | $970K |
| 5 | STATE STREET CORP | 0.54% | 212,892 | $630K |
| 6 | NORTHERN TRUST CORP | 0.29% | 116,223 | $344K |
| 7 | VANGUARD FIDUCIARY TRUST CO | 0.27% | 108,206 | $320K |
| 8 | VANGUARD PORTFOLIO MANAGEMENT LLC | 0.23% | 92,566 | $274K |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 0.16% | 63,019 | $187K |
| 10 | WEALTH ENHANCEMENT ADVISORY SERVICES, LLC | 0.14% | 57,331 | $168K |
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