Independent
Tenure on this board
12.9 yrs
Also a director at
Helix Energy Solutions Group Inc (HLX)Innovex International Inc (INVX)
8 nominees · 5 ballot items.
Fix number of directors at eight; elect eight directors; re-appoint BDO USA, P.C. as auditor; approve non-binding advisory say-on-pay vote for 2025 executive compensation; approve increase and ratify the Epsilon Energy Ltd. 2020 Equity Incentive Plan, as amended.
Shareholders will vote to fix the number of directors to be elected at the meeting at eight (8).
Elect eight nominees to the Board to serve one-year terms until the 2027 annual meeting.
Re-appointment of BDO USA, P.C. as the Corporation’s independent registered public accounting firm for the ensuing year and authorizing the board to fix their compensation.
Advisory (non-binding) vote to approve compensation paid to named executive officers for 2025.
This is a non-binding advisory vote (Say-on-Pay) asking shareholders to approve the compensation paid to the named executive officers for 2025 as disclosed in the proxy statement. Management is seeking shareholder approval to signal support for its executive pay decisions and to comply with Dodd-Frank requirements. The Board recommends a 'FOR' vote and states the vote is advisory and not binding, but that they will consider significant negative votes. The proposal covers the Summary Compensation Table and related narrative, and management argues compensation aligns with performance and retention objectives. A majority of votes cast is needed for approval; the vote will not alter previously paid or contractual compensation but may influence future policy.
Approve an increase of 2,000,000 common shares to the aggregate share authorization under the 2020 Equity Incentive Plan (raising total to 4,000,000) and ratify the plan as amended.
Proposal 5 requests shareholder approval to increase the 2020 Equity Incentive Plan share reserve by 2,000,000 shares from 2,000,000 to 4,000,000. Management frames this as necessary to attract and retain employees, directors and service providers and to support long-term incentives tied to performance. The amendment is limited strictly to increasing the authorized share count; other plan terms remain unchanged, including anti-repricing protections, minimum exercise price requirements, gross share counting, limits on non-employee director awards, and a ten-year term. If approved, the additional shares would represent about 6.6% of outstanding shares as of April 7, 2026. The Board recommends voting 'FOR' and notes that the additional shares should be sufficient for approximately three years of awards; shareholders will vote on an ordinary resolution requiring a majority of votes cast. The proposal carries standard governance protections and allows the Committee discretion within the Plan to grant various award types; investors should weigh potential dilution against the retention/compensation benefits and the presence of anti-repricing and performance-based vesting features.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Solas Capital Management, LLC | 11.47% | 3,470,761 | $21M |
| 2 | Yorktown Energy Partners XI, L.P. | 9.49% | 2,869,560 | $18M |
| 3 | Yorktown Energy Partners X, L.P. | 8.78% | 2,656,705 | $16M |
| 4 | Yorktown Energy Partners IX, L.P. | 3.90% | 1,181,124 | $7M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 3.15% | 951,495 | $6M |
| 6 | Ballast Asset Management, LP | 2.69% | 814,322 | $5M |
| 7 | DIMENSIONAL FUND ADVISORS LP | 2.56% | 773,011 | $5M |
| 8 | PARAGON ASSOCIATES PARAGON ASSOCIATES II JOINT VENTURE | 2.15% | 650,000 | $4M |
| 9 | BlackRock, Inc. | 2.12% | 642,279 | $4M |
| 10 | SEI INVESTMENTS CO | 1.60% | 484,540 | $3M |
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