☐ | Preliminary Proxy Statement |
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RILEY EXPLORATION PERMIAN, INC. 29 E. RENO AVE., SUITE 500 OKLAHOMA CITY, OK 73104 (405) 415-8699 |
Dear Fellow Stockholder: On behalf of the Board of Directors of Riley Exploration Permian, Inc. (“Riley In early 2023, we continued to pursue our strategic growth objectives by entering into a definitive purchase and sale agreement (subject to customary closing conditions) for a prolific asset that would expand our portfolio to a new region in New Mexico. We anticipate that this acquisition will bring over 100 high quality drilling locations providing extensive development potential. We believe this transaction positions us to build on our track record of delivering strong financial performance and stockholder returns. Riley Permian continues on the path to further value creation with increased scale, as well as a commitment to environmental initiatives such as reducing flaring intensity and greenhouse gas emissions. On behalf of everyone at Riley Permian, we want to thank you for your support and interest in our Sincerely, Bobby D. Riley Chairman of the Board of Directors and Chief Executive Officer |
(1) | the election of the six (6) directors named in the Proxy Statement to our Board of Directors (the “Board”) until the |
(2) | the ratification of the appointment of BDO USA, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023; |
(3) | the approval of restatement of the Riley Exploration Permian, Inc. 2021 Long Term Incentive Plan; and |
(4) | the transacting of such other business as may arise that can properly be conducted at the Annual Meeting or any adjournment or postponement thereof. |
Oklahoma City, OK Dated: | By Order of the Board of Directors, General Counsel and Corporate Secretary |
Cautionary Note on Forward-Looking Statements: This Proxy Statement contains “forward-looking” statements regarding Riley Permian’s current expectations within the meaning of the applicable securities laws and regulations. These statements are subject to a variety of risks and uncertainties that could cause actual results to differ materially from expectations. These risks and uncertainties include, but are not limited to, the risks detailed in Riley Permian’s filings with the Securities and Exchange Commission, including the “Risk Factors” section of Riley Permian’s Annual Report on Form 10-K for the Additional Materials: The Proxy Statement includes website addresses and references to additional materials found on those websites, including our Annual Report on Form 10-K for the year ended |
Date and Time: | |||
Location: | Virtual access at: https://www.cstproxy.com/rileypermian/ Telephone access (listen-only): Within the U.S. and Canada: Outside of the U.S. and Canada: +1 857-999-9155 (standard rates apply) Conference ID: 0434852# | ||
Record Date: | |||
Mail Date: | We intend to mail March 29, 2023. | ||
Stockholders Entitled to Vote: | Holders of our Common Stock, par value $0.001 (“Common | ||
Proposals and Board Recommendations | |||
Board | |||
Proposal | Recommendation | ||
No. 1 | Election of six (6) directors to serve on the Company’s 2024. | FOR each nominee | |
No. 2 | The ratification of the appointment of BDO USA, LLP as our independent registered public accounting firm for the December 31, 2023. | FOR | |
No. 3 | The approval of the amendment and restatement of the Riley Exploration Permian, Inc. 2021 Long Term Incentive Plan. | FOR |
Our Board unanimously recommends that you vote “FOR” the approval of each “PROPOSAL” set forth in this Proxy Statement. |
Our Board unanimously recommends that you vote “FOR” the election of each of the director nominees named below. |
Bobby D. Riley, 67 | |
Director Since: February 2021 | Chairman of the Board and Chief Executive Officer |
Mr. Riley was appointed as the Chairman (the “Chairman”) of the Board of Riley Permian upon the closing of our merger with REP LLC in February 2021. Previously, he served as a member of the board of managers, President and Chief Executive Officer of REP LLC since June 2016. Mr. Riley also served as the Chief Executive Officer of Riley Exploration Group, Inc. (“REG”) from when it was founded in 2012 to May 1, 2018. Prior to joining the Company, Mr. Riley was the Chairman and Chief Executive Officer of Riley Exploration, LLC (“REX”), since he founded REX in 2007 through 2012. Mr. Riley has nearly 40 years of experience in the independent oil and gas sector, in North America, South America, Europe, Africa and Asia. He has an extensive background in all aspects of oil and gas management and operations, including drilling, completion, work-over and production. In addition to his management and operational expertise, he has designed and patented specialized completion equipment that was licensed to Baker-Hughes and participated in the design, development and testing of Intelligent Well Bore Systems, which was sold to Weatherford International in 2000. In 2009, Mr. Riley created a joint venture with a private equity group to invest in unconventional oil and gas plays and deployed over |
Qualifications & Skills: | Mr. Riley brings to the Board over 45 years of experience in the oil and gas exploration and production industry and, as our Chief Executive Officer, a deep understanding of our business, operations and long term strategic objectives and challenges. His service on the Board creates an important connection between management and the Board. |
Bryan H. Lawrence, | ||
Independent Director Since: February 2021 | ||
Mr. Lawrence was appointed as an independent director on the Board of Riley Permian upon the closing of our merger with REP LLC in February 2021. Previously, Mr. Lawrence served as a member of the board of managers of REP LLC since 2016. Mr. Lawrence is a founder and senior manager of Yorktown Partners LLC, the investment manager of the Yorktown Partners group of investment funds, which make investments in companies engaged in the energy industry and has served in such positions since 1983. The Yorktown Partners investment funds were formerly affiliated with the investment firm of Dillon, Read & Co. Inc. where Mr. Lawrence had been employed since 1966, serving as a Managing Director until the merger of Dillon Read with SBC Warburg in September 1997. Mr. Lawrence also serves as a director of Hallador Energy Company, Ramaco Resources, Inc. and the general partner of Star Group, L.P. (each a United States publicly traded company) and certain non-public companies in the energy industry in which Yorktown Partners investment funds hold equity interests. Mr. Lawrence is a graduate of Hamilton College and also has an M.B.A. from Columbia University. |
Qualification & Skills: | Mr. Lawrence’s over 50 years of experience in structuring and managing investments in public and private companies, including companies in the oil and gas industry, and extensive leadership roles (including serving on the board of directors for other public companies) are key attributes that make him well qualified to serve as a Director of the Company. |
Brent Arriaga, |
Independent Director Since: February 2021 | Committees: Audit (Chair), Compensation, Nominating and Corporate Governance |
Mr. Arriaga was appointed as an independent director on the Board of Riley Permian upon the closing of our merger with REP LLC in February 2021. Mr. Arriaga has served as the |
Qualifications & Skills: | Mr. Arriaga has comprehensive knowledge of the financial and operational sides of the exploration and production business and experience as an accounting executive and Certified Public Accountant, which is of considerable value in his service as |
Rebecca Bayless, |
Independent Director Since: January 2022 | Committees: Nominating and Corporate Governance (Chair), Audit, Compensation |
Ms. Bayless was appointed as an independent director on January 25, 2022. Ms. Bayless has over 25 years of experience in the oil and gas |
Qualifications & Skills: | Ms. Bayless brings over 25 years of experience in the oil and gas industry and extensive leadership roles in corporate finance, accounting, and treasury are key attributes that make her well qualified to serve as a director on our Board and as a member of the Audit Committee. |
E. Wayne Nordberg, |
Independent Director Since: February 2021 | Committees: Compensation (Chair), Audit, Nominating and Corporate Governance |
E. Wayne Nordberg was appointed as an independent director on the Board of Riley Permian upon the closing of our merger with REP LLC in February 2021. Mr. Nordberg is currently the Chairman and Chief Investment Officer of Hollow Brook Wealth Management, LLC, a private investment management firm serving family offices, foundations, charities and pensions, and has served in such position since 1995. He has over 50 years of experience in investment research and portfolio management. From 2003 to 2007, Mr. Nordberg was a Senior Director at Ingalls & Snyder LLC, a privately owned registered investment advisor. He also formerly served on the Board of Directors of Lord, Abbett & Co., a mutual fund family, from 1988 to 1998. Mr. Nordberg also serves as an independent director of The Reeves Utility Income Fund, a $1 billion closed end investment trust listed on the NYSE, specializing in energy companies. |
Qualifications & Skills: | Mr. Nordberg has decades of experience in leadership roles with private equity and investment management firms in the energy sector, which provides him with a comprehensive understanding of the Company’s business, finance and operations. Additionally, Mr. Nordberg has served as a director with other public companies, which is particularly beneficial to his service on the Board. |
Beth di Santo, |
Director Since: September 2021 | General Counsel and Corporate Secretary |
Ms. di Santo was appointed as Corporate Secretary on February 26, 2021 and as a director on September 1, 2021. Ms. di Santo was re-elected as a director at the Company’s 2022 annual meeting. Additionally, Ms. di Santo has served as outside legal counsel for the Company and its predecessor since 2016. She is an attorney with over 20 years of experience in corporate and securities law. She provides oversight on legal matters, corporate governance and compliance issues, as well as handling corporate transactional matters. Ms. di Santo started her legal career as a Corporate Finance Attorney in the New York office of Clifford Chance US LLP in 1999 where she represented a variety of clients in a wide range of transactional, corporate governance and securities matters. In 2008, she founded di Santo Law PLLC to continue her corporate and securities practice. Ms. di Santo received her Juris Doctor, Magna Cum Laude, from the University of Miami School of Law, where she served on the Editorial Board of the Miami Law Review. She graduated with a Bachelor of Arts in Political Science and Economics from the University of Miami. |
Qualifications & Skills: | Ms. di Santo brings over 20 years of expertise as a corporate finance attorney and, through her service as the Company’s legal counsel, deep insight and knowledge of our structure, operations and long term strategic objectives. Additionally, Ms. di Santo has significant experience with legal aspects of corporate governance through her representation of the board of directors of numerous public companies. Her expertise, combined with her legal expertise, provides the Board with a valuable combination of Company-specific experience and insight on various legal and governance matters. |
Name | Age | Position |
Bobby D. Riley(1) | Chief Executive Officer and Chairman of the Board of Directors | |
Kevin Riley | President | |
Philip Riley | Chief Financial Officer and Executive Vice President - Strategy | |
Amber Bonney | Chief Accounting Officer | |
Corey Riley | Executive Vice President - Business Intelligence | |
Beth di Santo(1) | General Counsel and Corporate Secretary |
(1) | Biographical information for each of Bobby D. Riley and Beth di Santo is set forth above in “Proposal No. 1: Election of Directors.” |
Kevin Riley, | |
President | |
Kevin Riley was appointed as President of Riley Permian upon the closing of our merger with REP LLC in February 2021. Prior to that he had served as REP LLC’s Executive Vice President and Chief Operating Officer since June 2016. He had direct oversight of REP’s land, drilling, completion and production activities, which included more than 70,000 acres under lease and +50 operated horizontal wells via a multi-rig drilling program. Prior to joining REP LLC, Mr. Riley served in various roles, including Chief Operating Officer of | |
Philip Riley, |
Chief Financial Officer and Executive Vice President - Strategy |
Philip Riley was appointed as Riley Permian’s Chief Financial Officer on September 1, 2021. Previously, he served as the Company’s Executive Vice President - Strategy beginning in March 2021. Mr. Riley also serves in similar officer roles at various Company subsidiaries, as well as on the board of managers of RPC Power LLC, a joint venture and minority investment of the Company. Mr. Riley has more than |
Amber Bonney, | |
Chief Accounting Officer | |
Amber Bonney was appointed as Riley Permian’s Chief Accounting Officer on August 31, 2021. She has over | |
Corey Riley, | |
Executive Vice President - Business Intelligence | |
Corey Riley was appointed Riley Permian’s Executive Vice President - Business Intelligence upon the closing of our merger with REP LLC. Previously, he served as Executive Vice President - Business Intelligence of REP LLC in April | |
Name | Principal Position in | ||
Bobby D. Riley | Chief Executive Officer | ||
Kevin Riley | President | ||
Philip Riley | Chief Financial Officer and Executive Vice President - Strategy | ||
Corey Riley | Executive Vice President - Business Intelligence |
Name and Principal Position | Year | Base Salary ($) | Annual Bonus ($) | Equity Awards ($) (1) | All Other Compensation ($) (2) | Total ($) | Year | Base Salary ($) | Annual Bonus ($) | Equity Awards ($) (1) | All Other Compensation ($) (2) | Total ($) | ||||||||||||||||||||||||||||||||||
Bobby D. Riley | 2021 | $ | 428,338 | $ | 125,982 | $ | 2,600,080 | $ | 42,085 | $ | 3,196,485 | 2022 | $ | 449,712 | $ | 408,099 | $ | 1,058,848 | $ | 40,759 | $ | 1,957,418 | ||||||||||||||||||||||||
Chief Executive Officer | 2020 | $ | 500,870 | $ | 247,073 | $ | 410,686 | $ | 43,874 | $ | 1,202,503 | TP | $ | 110,297 | $ | 374,796 | $ | 898,729 | $ | 11,422 | $ | 1,395,244 | ||||||||||||||||||||||||
2021 | $ | 428,338 | $ | 125,982 | $ | 2,600,080 | $ | 42,085 | $ | 3,196,485 | ||||||||||||||||||||||||||||||||||||
Kevin Riley | 2021 | $ | 355,461 | $ | 87,524 | $ | 1,578,973 | $ | 37,885 | $ | 2,059,843 | 2022 | $ | 377,964 | $ | 342,990 | $ | 741,585 | $ | 37,352 | $ | 1,499,891 | ||||||||||||||||||||||||
President | 2020 | $ | 347,973 | $ | 171,650 | $ | 285,368 | $ | 38,341 | $ | 843,331 | TP | $ | 92,700 | $ | 315,000 | $ | 629,455 | $ | 9,704 | $ | 1,046,859 | ||||||||||||||||||||||||
2021 | $ | 355,461 | $ | 87,524 | $ | 1,578,973 | $ | 37,885 | $ | 2,059,843 | ||||||||||||||||||||||||||||||||||||
Philip Riley | 2021 (3) | $ | 188,308 | $ | - | $ | 500,396 | $ | 18,933 | $ | 707,638 | 2022 | $ | 372,957 | $ | 338,446 | $ | 731,772 | $ | 37,947 | $ | 1,481,122 | ||||||||||||||||||||||||
Chief Financial Officer and | TP | $ | 91,472 | $ | 315,000 | $ | 629,455 | $ | 9,939 | $ | 1,045,866 | |||||||||||||||||||||||||||||||||||
Executive Vice President - Strategy | 2021 | (3 | ) | $ | 188,308 | $ | - | $ | 500,396 | $ | 18,933 | $ | 707,637 | |||||||||||||||||||||||||||||||||
Corey Riley | 2021 | $ | 360,500 | $ | 54,075 | $ | 930,082 | $ | 39,185 | $ | 1,383,842 | 2022 | $ | 376,235 | $ | 343,466 | $ | 742,628 | $ | 40,035 | $ | 1,502,364 | ||||||||||||||||||||||||
Executive Vice President - Business | 2020 | $ | 360,062 | $ | 106,752 | $ | 125,911 | $ | 36,997 | $ | 629,723 | TP | $ | 90,125 | $ | 315,437 | $ | 630,323 | $ | 10,038 | $ | 1,045,923 | ||||||||||||||||||||||||
Intelligence | 2021 | $ | 360,500 | $ | 54,075 | $ | 930,082 | $ | 39,185 | $ | 1,383,842 |
(1) | The amounts reported in this column represent the grant date fair value of the equity awards of restricted stock granted, calculated in accordance with FASB ASC Topic 718. The following table provides additional information about these equity awards granted to our named executive officers during the fiscal years presented. |
Name | Purpose | Grant Date | Fiscal Year Recognized | Shares of Stock | Grant Date Fair Value | ||||||
Bobby D. Riley | Fiscal Year 2022 LTIP Bonus | 9/27/2022 | 2022 | 64,960 | $ 1,058,848 | (a) | |||||
Fiscal Year 2021 LTIP Bonus | 10/1/2021 | TP | 38,309 | $ 898,729 | (a) | ||||||
Transaction-Related One-Time Award | 3/15/2021 | 2021 | 64,727 | $ 1,876,436 | (b) | ||||||
Fiscal Year 2020 LTIP Bonus | 10/1/2020 | 2021 | 33,957 | $ 468,607 | (a)(c) | ||||||
One-Time Compensation Restructuring | 10/1/2020 | 2021 | 18,481 | $ 255,038 | (c)(d) | ||||||
Kevin Riley | Fiscal Year 2022 LTIP Bonus | 9/27/2022 | 2022 | 45,496 | $ 741,585 | (b) | |||||
Fiscal Year 2021 LTIP Bonus | 10/1/2021 | TP | 26,831 | $ 629,455 | (a) | ||||||
Transaction-Related One-Time Award | 3/15/2021 | 2021 | 43,151 | $ 1,250,947 | (b) | ||||||
Fiscal Year 2020 LTIP Bonus | 10/1/2021 | 2021 | 23,770 | $ 328,026 | (a)(c) | ||||||
Philip Riley | Fiscal Year 2022 LTIP Bonus | 9/27/2022 | 2022 | 44,894 | $ 731,772 | (a) | |||||
Fiscal Year 2021 LTIP Bonus | 10/1/2021 | TP | 26,831 | $ 629,455 | (a) | ||||||
Sign-on Award | 3/15/2021 | 2021 | 17,261 | $ 500,396 | (c) | ||||||
Corey Riley | Fiscal Year 2022 LTIP Bonus | 9/27/2022 | 2022 | 45,560 | $ 742,628 | (a) | |||||
Fiscal Year 2021 LTIP Bonus | 10/1/2021 | TP | 26,868 | $ 630,323 | (a) | ||||||
Transaction-Related One-Time Award | 3/15/2021 | 2021 | 21,576 | $ 625,488 | (b) | ||||||
Fiscal Year 2020 LTIP Bonus | 10/1/2020 | 2021 | 22,072 | $ 304,594 | (a)(c) |
Name | Purpose | Grant Date | Fiscal Year Recognized | Shares of Stock | Grant Date Fair Value | |||||||||
Bobby D. Riley | Transaction-Related One-Time Award | 3/15/2021 | 2021 | 64,727 | $ | 1,876,436 | (a) | |||||||
Fiscal Year 2020 LTIP Bonus | 10/1/2020 | 2021 | 33,957 | $ | 468,607 | (b) | ||||||||
One-Time Compensation Restructuring | 10/1/2020 | 2021 | 18,481 | $ | 255,038 | (c) | ||||||||
Fiscal Year 2019 LTIP Bonus | 2/1/2020 | 2020 | 33,227 | $ | 410,686 | (b) | ||||||||
Kevin Riley | Transaction-Related One-Time Award | 3/15/2021 | 2021 | 43,151 | $ | 1,250,947 | (a) | |||||||
Fiscal Year 2020 LTIP Bonus | 10/1/2020 | 2021 | 23,770 | $ | 328,026 | (b) | ||||||||
Fiscal Year 2019 LTIP Bonus | 2/1/2020 | 2020 | 23,088 | $ | 285,368 | (b) | ||||||||
Philip Riley | Sign-on Award | 3/15/2021 | 2021 | 17,261 | $ | 500,396 | (a) | |||||||
Corey Riley | Transaction-Related One-Time Award | 3/15/2021 | 2021 | 21,576 | $ | 625,488 | (a) | |||||||
Fiscal Year 2020 LTIP Bonus | 10/1/2020 | 2021 | 22,072 | $ | 304,594 | (b) | ||||||||
Fiscal Year 2019 LTIP Bonus | 2/1/2020 | 2020 | 10,187 | $ | 125,911 | (b) |
(a) |
Represents awards of restricted stock/units, which vest in equal installments over three years, beginning on the first anniversary of the grant date. |
(b) | Represents awards of restricted stock which vested on April 1, 2021. |
(c) | Amounts here reflect the substitute awards that were issued to holders of restricted units and give effect to the adjustment resulting from the 1-for-12 reverse stock split. |
In an effort to conserve cash and increase stockholder alignment during the COVID-related downturn of 2020, the Board and Mr. Bobby D. Riley agreed to reduce Mr. Bobby D. Riley’s salary for three years in exchange for the equivalent of 18,481 shares of restricted stock. |
(2) | The amounts reported in this column consists of Company matching contributions of eligible salary into the |
(3) | Mr. Philip Riley joined Riley Permian as Executive Vice President - Strategy in March 2021 and was appointed Chief Financial Officer in September 2021. |
Component | Payout | Objectives | Criteria to Determine Value | ||||
Base Salary | Cash | • Compensate our executive officers for their experience and expertise • Compete for talent with comparable companies in the oil and gas industry | Base salaries are evaluated and determined annually based on Company and individual results, overall responsibilities of each officer, expertise required in execution of the position and comparable peer company ranges. |
Annual Bonus | Cash | • Motivate our executive officers to achieve the Company’s short-term business goals and objectives • Reward achievement of the Company’s operational performance metrics aligned with long term business objectives • Reward our officers for individual performance that demonstrates the application of targeted competencies | Cash bonus payments are a variable component of the Company’s compensation that is designed to reward employees for achieving critical operational, financial and strategic goals The Compensation Committee annually evaluates and determines the annual operational performance metrics that align with long term value creation. Subjective job responsibility performance goals of each officer are reviewed to ensure achievement of targeted competencies are rewarded. For our NEOs with employment agreements, the target annual cash bonus is 50% of base salary. For our other employees, the annual equity award is at the discretion of the Compensation Committee and the Board based on the criteria described herein. |
Long Term Incentive Plan (“LTIP”) | Restricted Stock | • Motivate achievement of long term goals of the Company • Retain and attract key officers who perform over a longer time period • Encourage our executive officers to create long term value for the Company’s stockholders • Promote pay-for-performance by aligning our executive officers with stockholders through meaningful ownership interests in the Company | LTIP equity awards are determined by the Compensation Committee and the Board based on overall performance of the Company, individual job performance and macro-economic considerations. Additional criteria includes long term retention objectives, alignment with business strategy and stockholder value creation. For our NEOs with employment agreements, the target annual equity award is 100% of base salary. For our other employees, the annual equity award is at the discretion of the Compensation Committee and the Board based on the criteria describe herein. | ||||
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Name | Number of shares of restricted stock that have not vested (1) | Market value of shares of restricted stock that have not vested (2) | Number of shares of restricted stock that have not vested (1) | Market value of shares of restricted stock that have not vested (2) | ||||||||||||
Bobby D. Riley | 85,699 | $ | 1,989,074 | 119,053 | $ | 3,503,730 | ||||||||||
Kevin Riley | 46,879 | $ | 1,088,062 | 79,002 | $ | 2,325,029 | ||||||||||
Philip Riley | - | $ | - | 62,781 | $ | 1,847,645 | ||||||||||
Corey Riley | 28,863 | $ | 669,910 | 74,225 | $ | 2,184,442 | ||||||||||
(1) | Restricted stock vests ratably over a three-year term from initial grant date. |
(2) | The value of the unvested restricted stock is shown assuming a market value of 2022. |
Name | Base Salary ($) | Annual Bonus ($) (1) | Stock Award ($) (2) | All Other Compensation ($) (3) | Total ($) | |||||||||||||||
Bobby D. Riley | ||||||||||||||||||||
Termination without Cause / Resignation for Good Reason | $ | 856,677 | $ | 374,796 | $ | 1,989,074 | $ | 14,854 | $ | 3,235,401 | ||||||||||
Termination with Cause / Resignation without Good Reason | $ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||
Change in Control without Termination | $ | - | $ | - | $ | 1,989,074 | $ | - | $ | 1,989,074 | ||||||||||
Change in Control with Qualifying Termination (4) | $ | 856,677 | $ | 749,592 | $ | 1,989,074 | $ | 14,854 | $ | 3,610,197 | ||||||||||
Death or Disability | $ | - | $ | - | $ | 1,989,074 | $ | - | $ | 1,989,074 | ||||||||||
Kevin Riley | ||||||||||||||||||||
Termination without Cause / Resignation for Good Reason | $ | 360,000 | $ | 315,000 | $ | 1,088,062 | $ | 10,137 | $ | 1,773,199 | ||||||||||
Termination with Cause / Resignation without Good Reason | $ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||
Change in Control without Termination | $ | - | $ | - | $ | 1,088,062 | $ | - | $ | 1,088,062 | ||||||||||
Change in Control with Qualifying Termination (4) | $ | 720,000 | $ | 630,000 | $ | 1,088,062 | $ | 10,137 | $ | 2,448,199 | ||||||||||
Death or Disability | $ | - | $ | - | $ | 1,088,062 | $ | - | $ | 1,088,062 | ||||||||||
Philip Riley | ||||||||||||||||||||
Termination without Cause / Resignation for Good Reason | $ | 360,000 | $ | 315,000 | $ | - | $ | 10,732 | $ | 685,732 | ||||||||||
Termination with Cause / Resignation without Good Reason | $ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||
Change in Control without Termination | $ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||
Change in Control with Qualifying Termination (4) | $ | 720,000 | $ | 630,000 | $ | - | $ | 10,732 | $ | 1,360,732 | ||||||||||
Death or Disability | $ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||
Corey Riley | ||||||||||||||||||||
Termination without Cause / Resignation for Good Reason | $ | 360,000 | $ | 315,437 | $ | 669,910 | $ | 13,320 | $ | 1,358,667 | ||||||||||
Termination with Cause / Resignation without Good Reason | $ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||
Change in Control without Termination | $ | - | $ | - | $ | 669,910 | $ | - | $ | 669,910 | ||||||||||
Change in Control with Qualifying Termination (4) | $ | 720,000 | $ | 630,874 | $ | 669,910 | $ | 13,320 | $ | 2,034,104 | ||||||||||
Death or Disability | $ | - | $ | - | $ | 669,910 | $ | - | $ | 669,910 | ||||||||||
Name | Base Salary ($) | Annual Bonus ($) (1) | Stock Award ($) (2) | All Other Compensation ($) (3) | Total ($) | |||||||||||||||
Bobby D. Riley | ||||||||||||||||||||
Termination without Cause / Resignation for Good Reason | $ | 957,378 | $ | 816,198 | $ | 3,503,730 | $ | 15,822 | $ | 5,293,128 | ||||||||||
Termination with Cause / Resignation without Good Reason | $ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||
Change in Control without Termination | $ | - | $ | - | $ | 3,503,730 | $ | - | $ | 3,503,730 | ||||||||||
Change in Control with Qualifying Termination (4) | $ | 957,378 | $ | 816,198 | $ | 3,503,730 | $ | 15,822 | $ | 5,293,128 | ||||||||||
Death or Disability | $ | - | $ | - | $ | 3,503,730 | $ | - | $ | 3,503,730 | ||||||||||
Kevin Riley | ||||||||||||||||||||
Termination without Cause / Resignation for Good Reason | $ | 402,318 | $ | 342,990 | $ | 2,325,029 | $ | 11,179 | $ | 3,081,516 | ||||||||||
Termination with Cause / Resignation without Good Reason | $ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||
Change in Control without Termination | $ | - | $ | - | $ | 2,325,029 | $ | - | $ | 2,325,029 | ||||||||||
Change in Control with Qualifying Termination (4) | $ | 804,636 | $ | 685,980 | $ | 2,325,029 | $ | 11,179 | $ | 3,826,824 | ||||||||||
Death or Disability | $ | - | $ | - | $ | 2,325,029 | $ | - | $ | 2,325,029 | ||||||||||
Philip Riley | ||||||||||||||||||||
Termination without Cause / Resignation for Good Reason | $ | 396,989 | $ | 338,446 | $ | 1,847,645 | $ | 11,179 | $ | 2,594,259 | ||||||||||
Termination with Cause / Resignation without Good Reason | $ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||
Change in Control without Termination | $ | - | $ | - | $ | 1,847,645 | $ | - | $ | 1,847,645 | ||||||||||
Change in Control with Qualifying Termination (4) | $ | 793,978 | $ | 676,892 | $ | 1,847,645 | $ | 11,179 | $ | 3,329,694 | ||||||||||
Death or Disability | $ | - | $ | - | $ | 1,847,645 | $ | - | $ | 1,847,645 | ||||||||||
Corey Riley | ||||||||||||||||||||
Termination without Cause / Resignation for Good Reason | $ | 402,877 | $ | 343,466 | $ | 2,184,442 | $ | 15,679 | $ | 2,946,464 | ||||||||||
Termination with Cause / Resignation without Good Reason | $ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||
Change in Control without Termination | $ | - | $ | - | $ | 2,184,442 | $ | - | $ | 2,184,442 | ||||||||||
Change in Control with Qualifying Termination (4) | $ | 805,754 | $ | 686,932 | $ | 2,184,442 | $ | 15,679 | $ | 3,692,807 | ||||||||||
Death or Disability | $ | - | $ | - | $ | 2,184,442 | $ | - | $ | 2,184,442 | ||||||||||
(1) | Bonus amount due is based on the most recent annual bonus payment made to the named executive officer. |
(2) | All unvested equity awards at the time of the qualifying event would immediately vest. The value of the unvested restricted stock is shown assuming a market value of |
(3) | Employee is entitled to receive six months of COBRA insurance premiums. |
(4) | Includes termination without cause or resignation for good reason in the six months prior to or the 24 months following a change in control. |
Fiscal Year | Summary Compensation Table total for PEO #1(1) | Compensation Actually Paid to PEO #1(1)(4) | Summary Compensation Table total for PEO #2 (PEO)(2) | Compensation Actually paid to PEO #2 (2)(4) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers (3) | Average Compensation actually paid to Non-PEO Named Executive Officers (3)(4) | Value of initial fixed $100 investment based on Total Shareholder Return (5) | Net Income (in Thousands) | |||||||||||||||||||||||
2022 | N/A | N/A | $ | 1,957,418 | $ | 3,887,351 | $ | 1,494,459 | $ | 2,564,613 | $ | 323.72 | $ | 118,011 | |||||||||||||||||
TP | N/A | N/A | $ | 1,395,244 | $ | 880,137 | $ | 1,046,216 | $ | 830,055 | $ | 202.82 | $ | 21,398 | |||||||||||||||||
2021 | $ | 97,953 | $ | 97,953 | $ | 3,196,485 | $ | 4,485,053 | $ | 1,383,774 | $ | 1,765,716 | $ | 243.35 | $ | (46,869 | ) |
(1) | PEO #1 was Michael Rugen, who served as the Company’s Chief Executive Officer and Chief Financial Officer in 2021 through the date of the Merger, after which he served as the Company’s Chief Financial Officer until September 1, 2021. Amounts shown in this column represent Mr. Rugen’s compensation in fiscal year 2021 through the date of the Merger, which was the only period shown for which he served as the Company’s PEO. |
(2) | PEO #2 is Bobby D. Riley, who became the Company’s Chief Executive Officer upon the closing of the Merger. Consistent with the Summary Compensation Table, amounts in this column for 2021 include Mr. Riley’s compensation from the Company’s accounting predecessor, REP LLC, for periods prior to the Merger and from the Company for periods after the Merger. |
(3) | Non-PEO Named Executive Officers for all periods consisted of Kevin Riley, Philip Riley and Corey Riley. |
(4) | The amounts shown in the Compensation Actually Paid columns have been calculated in accordance with Item 402(v) of Regulation S-K under the Exchange Act, and do not reflect compensation actually realized or received by the PEOs or the Non-PEO Named Executive Officers, but rather reflect the inclusions or exclusions from the amounts shown in the Summary Compensation Table reflected below: |
PEO#2 | Non-PEO Named Executive Officers | ||||||||||||||||||||||||
2022 | TP | 2021 | 2022 | TP | 2021 | ||||||||||||||||||||
Deduction for amounts reported under the Equity Awards column in the Summary Compensation Table | $ | (1,058,848 | ) | $ | (898,729 | ) | $ | (2,600,080 | ) | $ | (738,662 | ) | $ | (629,744 | ) | $ | (1,003,150 | ) | |||||||
Increase for fair value of awards granted during year that remain unvested at period end | $ | 1,911,773 | $ | 740,130 | $ | 2,012,213 | $ | 1,333,670 | $ | 518,613 | $ | 592,815 | |||||||||||||
Increase for fair value of awards granted during year that vest during period | $ | - | $ | - | $ | 1,876,435 | $ | - | $ | - | $ | 792,277 | |||||||||||||
Increase/deduction for changes in fair value from prior year-end to current year-end of awards grants prior to year that were outstanding and unvested as of year-end | $ | 546,890 | $ | (283,795 | ) | $ | - | $ | 269,802 | $ | (83,842 | ) | $ | - | |||||||||||
Increase/deduction for changes in fair value from prior year-end to vesting date of awards grants prior to year that vested during year | $ | 530,118 | $ | (72,713 | ) | $ | - | $ | 205,344 | $ | (21,188 | ) | $ | - | |||||||||||
Deduction of fair value of awards granted prior to year that were forfeited during year | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | |||||||||||||
Increase based upon incremental fair value of awards modified during year | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | |||||||||||||
Increase based on dividends or other earnings paid during year prior to vesting date of award | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | |||||||||||||
$ | 1,929,933 | $ | (515,107 | ) | $ | 1,288,568 | $ | 1,070,154 | $ | (216,161 | ) | $ | 381,942 |
(5) | Total Shareholder Return illustrates the value, as of the last day of each period indicated of a $100 investment in the common stock of Tengasco as of October 1, 2020, assuming reinvestment of all dividends. |
Director | Board Fees ($) (1) | Stock Award ($) (2) | Total ($) | Board Fees ($) (1) | Stock Award ($) (2) | Total ($) | |||||||||||||||||||
Brent Arriaga | $ | 102,056 | $ | 40,842 | (7) | $ | 142,898 | $ | 168,931 | $ | 125,000 | (6 | ) | $ | 293,931 | ||||||||||
Rebecca Bayless (3) | $ | - | $ | - | $ | - | $ | 58,083 | $ | 125,000 | (7 | ) | $ | 183,083 | |||||||||||
Bryan H. Lawrence (4) | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | |||||||||||||
E. Wayne Nordberg | $ | 102,056 | $ | 40,842 | (7) | $ | 142,898 | $ | 168,931 | $ | 125,000 | (6 | ) | $ | 293,931 | ||||||||||
Beth di Santo (5) | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | |||||||||||||
Matthew K. Behrent (6) | $ | 6,730 | $ | 4,515 | $ | 11,245 | |||||||||||||||||||
Richard M. Thon (6) | $ | 6,730 | $ | 4,515 | $ | 11,245 | |||||||||||||||||||
Peter Salas (6) | $ | 6,730 | $ | 4,515 | $ | 11,245 | |||||||||||||||||||
(1) | Reflects the amount of the annual retainer, committee retainers (as applicable) and meeting fees, which were paid in cash for the |
(2) | The amounts reported in this column represent the grant date fair value of the equity awards of restricted stock granted, calculated in accordance with FASB ASC Topic 718. |
(3) | Ms. Bayless was appointed to the board of directors |
(4) | Mr. Lawrence has elected not to receive compensation for his service as a director. |
(5) | Ms. di Santo has elected not to receive compensation for her service as a director. Payments to Ms. di Santo for legal services provided to the Company pursuant to an engagement letter with di Santo Law PLLC is set forth under the heading “Related Party Transactions” below. |
(6) |
(7) | The restricted stock awards have a one-year vesting period, which |
Fiscal Year 2021 | Fiscal Year 2020 | |||||||
Audit Fee | $ | 867,891 | $ | 310,117 | ||||
Audit Related Fees | $ | - | $ | - | ||||
Tax Fees | $ | - | $ | - | ||||
Other Fees | $ | - | $ | - | ||||
Total | $ | 867,891 | $ | 310,117 |
Fiscal Year 2022 | TP | Fiscal Year 2021 | ||||||||||
Audit Fee | $ | 810,896 | $ | 298,956 | $ | 867,891 | ||||||
Audit Related Fees | $ | - | $ | - | $ | - | ||||||
Tax Fees | $ | - | $ | - | $ | - | ||||||
Other Fees | $ | - | $ | - | $ | - | ||||||
Total | $ | 810,896 | $ | 298,956 | $ | 867,891 | ||||||
(1) | Audit fees are for audit services, including the integrated audit of our consolidated financial statements and internal control over financial reporting for 2022, the audit of our consolidated financial statements for the Transition Period and fiscal year |
(2) | There are no other fees for services rendered to us by BDO USA, LLP. BDO USA, LLP did not provide to us any financial information systems design or implementation servicesduring the |
✔ | Our Board unanimously recommends that you vote “FOR” the ratification of BDO USA, LLP as our independent registered public accounting firm. |
Name | Number of stock options awarded under 2021 LTIP (#) | Number of shares of restricted stock awarded under 2021 LTIP (#) | Number of stock awards awarded under 2021 LTIP (#) | |
Bobby D. Riley, Chief Executive Officer | - | 64,960 | - | |
Kevin Riley, President | - | 45,496 | - | |
Philip Riley, Chief Financial Officer; Executive Vice President -- Strategy | - | 44,894 | - | |
Corey Riley, Executive Vice President -- Business Intelligence | - | 45,560 | - | |
Executive Officers as a Group (includes NEOs) | - | 243,998 | - | |
Non-Employee Directors as a Group | - | 23,431 | - | |
Employees Other than Executive Officers as a Group | - | 76,572 | - |
✔ | Our Board unanimously recommends that you vote Amended and Restated Riley Exploration Permian, Inc. 2021 Long Term Incentive Plan. |
Shares Beneficially Owned (1) | ||||||||
Number | % (2) | |||||||
5% Stockholders | ||||||||
Riley Exploration Group, LLC (3) | 3,485,779 | 17.6 | % | |||||
Yorktown Energy Partners V, LP (3) | 615,784 | 3.1 | % | |||||
Yorktown VI Associates LLC (3) | 84,505 | 0.4 | % | |||||
Yorktown Energy Partners X, LP (3) | 390,860 | 2.0 | % | |||||
Yorktown Energy Partners XI, LP (3) | 1,784,113 | 9.0 | % | |||||
Bluescape Riley Exploration Holdings LLC (4) | 5,221,767 | 26.3 | % | |||||
Alvin Libin (5) | 1,961,050 | 9.9 | % | |||||
Estate of Antonie VandenBrink (5) | 1,974,212 | 9.9 | % | |||||
Directors and Executive Officers | ||||||||
Bobby D. Riley (6) | 316,225 | 1.6 | % | |||||
Kevin Riley (7) | 184,169 | * | ||||||
Philip Riley (8) | 44,592 | * | ||||||
Corey Riley (9) | 70,983 | * | ||||||
Other Executive Officers (10) | 33,921 | * | ||||||
Bryan H. Lawrence (3) | - | - | ||||||
Brent Arriaga (11) | 1,687 | * | ||||||
Rebecca Bayless (12) | 5,468 | * | ||||||
E. Wayne Nordberg (11) | 1,687 | * | ||||||
Beth di Santo | - | - | ||||||
All Directors and Executive Officers as a Group (13) | 658,732 | 3.3 | % |
Number | %(2) | |||||||
Shares Beneficially Owned (1) | ||||||||
5% Stockholders | ||||||||
Riley Exploration Group, LLC (3) | 3,330,455 | 16.5 | % | |||||
Yorktown Energy Partners X, LP (3) (4) | 390,860 | 1.9 | % | |||||
Yorktown Energy Partners XI, LP (3) | 1,784,113 | 8.9 | % | |||||
Bluescape Riley Exploration Holdings LLC (5) | 5,221,767 | 25.9 | % | |||||
Alvin Libin (6) | 2,016,921 | 10.0 | % | |||||
Estate of Antonie VandenBrink (6) | 1,974,212 | 9.8 | % | |||||
Directors and Executive Officers | ||||||||
Bobby D. Riley (7) | 366,231 | 1.8 | % | |||||
Kevin Riley (8) | 198,899 | 1.0 | % | |||||
Philip Riley (9) | 87,039 | * | ||||||
Corey Riley (10) | 106,501 | * | ||||||
Other Executive Officers (11) | 48,811 | * | ||||||
Bryan H. Lawrence (3) (4) | 7,117 | * | ||||||
Brent Arriaga | 5,418 | * | ||||||
Rebecca Bayless | 5,468 | * | ||||||
E. Wayne Nordberg | 5,418 | * | ||||||
Beth di Santo | 10,500 | * | ||||||
All Directors and Executive Officers as a Group (12) | 841,402 | 4.2 | % |
* | Denotes less than 1% of class beneficially owned. |
(1) | The amounts and percentages of common stock beneficially owned are reported on the bases and regulations of the SEC governing the determination of beneficial ownership of securities. Under the rules of the SEC, a person is deemed to be a |
(2) | Shares Beneficially Owned percentage is based on |
(3) | Pursuant to the Schedule 13D/A filed by Riley Exploration Group, LLC (“REG”) with the Securities and Exchange Commission on October 18, 2021, REG directly owns 3,485,779 shares of Common Stock of the |
(4) | Yorktown X may also be deemed to share voting and dispositive power with respect to 3,330,455 shares of common stock owned by REG. Pursuant to the terms of the REG LLC Agreement, Yorktown VII, Yorktown VIII, Yorktown IX, and Yorktown X (collectively, “Yorktown”) has the ability to elect a majority of the Board of REG. Yorktown disclaims beneficial ownership of the shares owned by REG, except to the exent of its pecuniary interest. |
(5) | Pursuant to a Schedule 13D/A filed by Bluescape Resources Company LLC on April 14, 2021, Bluescape Riley Exploration Acquisition LLC is a wholly owned subsidiary of Bluescape Riley Exploration Holdings LLC. Bluescape Energy Recapitalization and Restructuring Fund III LP has voting and dispositive power over the Company’s common stock held by Bluescape Riley Exploration Acquisition LLC and Bluescape Riley Exploration Holdings LLC and therefore may also be deemed to be the beneficial owner of these shares. Bluescape Energy Partners III GP LLC may be deemed to share voting and dispositive power over these shares and therefore may also be deemed to be the beneficial owner of these shares by virtue of Bluescape Energy Partners III GP LLC being the sole general partner of Bluescape Energy Recapitalization and Restructuring Fund III LP. Bluescape Resources GP Holdings LLC may be deemed to share voting and dispositive power over these shares and therefore may also be deemed to be the beneficial owner of these shares by virtue of Bluescape Resources GP Holdings LLC being the manager of Bluescape Energy Partners III GP LLC. Charles John Wilder, Jr. may be deemed to share voting and dispositive power over these shares and therefore may also be deemed to be the beneficial owner of these shares by virtue of Charles John Wilder, Jr. being the manager of Bluescape Resources GP Holdings LLC. Each of Bluescape Riley Exploration Acquisition LLC, Bluescape Riley Exploration Holdings LLC, Bluescape Energy Recapitalization and Restructuring Fund III LP, Bluescape Energy Partners III GP LLC, Bluescape Resources GP Holdings LLC, and Charles John Wilder, Jr. disclaims beneficial ownership of the shares reported as held by Bluescape Riley Exploration Holdings LLC in excess of its respective pecuniary interest in such shares. The address of Bluescape Riley Exploration Acquisition LLC and Bluescape Riley Exploration Holdings LLC and mailing address of each listed beneficial owner is 200 Crescent Court, Suite 1900, Dallas, Texas 75201. Philip Riley, currently the Company’s Chief Financial Officer and Executive Vice President - Strategy and formerly a director of REP LLC, was also an investment manager for Bluescape Riley Exploration Holdings LLC. |
Pursuant to a Schedule 13D/A filed by Boomer Petroleum, LLC (“Boomer”) on December 7, 2021 and a Form 4 filed by Alvin Libin, Balmon Investments, Ltd and Balmon California, Inc. on October 26, 2022, Boomer entered into a plan of distribution pursuant to which all of its shares of Company common stock were distributed to its members as follows: (1) 1,768,702 shares were distributed to Balmon California, Inc., which is a wholly owned subsidiary of Balcal Holdings Ltd., which is a wholly owned subsidiary of Balmon Investments Ltd., which is wholly owned by Alvin Libin. Balcal Holdings Ltd., Balmon Investments Ltd. and Alvin Libin are indirect beneficial owners of these securities. |
Includes |
Includes |
Includes |
Includes |
Includes |
(12) |
Includes |