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Share Name | Share Symbol | Market | Type |
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Tengasco Inc New | AMEX:TGC | AMEX | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
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0.00 | 0.00% | 2.47 | 0 | 01:00:00 |
☐ |
Preliminary Proxy Statement
|
☐ |
Confidential for Use of Commission Only
|
☒ |
Definitive Proxy Statement
|
☐ |
Definitive Additional Materials
|
☐ |
Soliciting Materials Pursuant to §240.14a-11(c) or §240.14a-12
|
☒ |
No Fee Required
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☐ |
Fee computed on table below per Exchange Act Rules14A-6(i)(4) and O-11.
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(1)
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Title of each class of securities to which each transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule O-11 (Set forth the amount on which the filing fee is calculated and state how it was
determined):
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(4)
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Proposed maximum aggregate value of the transaction:
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(5)
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Total fee paid:
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☐ |
Fee paid previously with preliminary materials.
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☐ |
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
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(1) |
Amount Previously Paid:
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(2) |
Form Schedule or Registration No.:
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(3) |
Filing Party:
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(4) |
Date Filed:
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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 Permian”), we are pleased to invite you to our 2023 Annual Meeting of Stockholders, which will take place on Friday, April 21, 2023 at 10:00 a.m.
Central Time. We are filing the Notice of Annual Meeting of Stockholders and the Proxy Statement, which describes information about Riley Permian, that you should consider when you vote for the proposals in conjunction with our upcoming
annual meeting.
Our 2023 annual meeting will be conducted entirely on a virtual platform as further described in this proxy statement. Your vote is important to us, and whether or not you can virtually attend our Annual Meeting of Stockholders, we urge
you to review the accompanying materials, vote and submit your proxy as promptly as possible to ensure the presence of a quorum for the annual meeting.
During 2022, we utilized our balance sheet strength, corporate and board leadership and exceptional dedication from our employees to continue our reinvestment in organic growth while maintaining a low leverage profile. We also
demonstrated our ongoing commitment to allocate significant cash flow from operations back to our stockholders in the form of dividends.
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 Company.
Sincerely,
Bobby D. Riley
Chairman of the Board of Directors and Chief Executive Officer
|
APRIL 21, 2023
|
(1)
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the election of the six (6) directors named in the Proxy Statement to our Board of Directors (the “Board”) until the 2024 Annual Meeting of Stockholders;
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(2)
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the ratification of the appointment of BDO USA, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023;
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(3)
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the approval of the amendment and restatement of the Riley Exploration Permian, Inc. 2021 Long Term Incentive Plan; and
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(4)
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the transacting of such other business as may arise that can properly be conducted at the Annual Meeting or any adjournment or postponement thereof.
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1
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2
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6
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6
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7
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||
11
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||
14
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||
Board of Directors |
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17
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||
18
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✓ |
Our Board unanimously recommends that you vote “FOR” the approval of each “PROPOSAL” set forth in this Proxy Statement.
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✓ |
Our Board unanimously recommends that you vote “FOR” the election of each of the director nominees named below.
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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 $350 million of debt and equity capital in the Eagle Ford Shale and
the Permian Basin. The joint venture acquired approximately 50,000 acres of prime leasehold acreage, drilled and completed over 40 wells and reached peak production of 4,000 BOE/d. From 2005 to 2007 Mr. Riley was Vice President of
Operations at Activa Resources, Inc., or Activa, a publicly-traded exploration and production company. From 2002 to 2005, he was Managing Partner of Tuleta Energy Partners, LLC, a privately-held exploration and production company, until it
was acquired by Activa Resources, Inc. From 1991 to 2001 Mr. Riley was President of an oil and gas service company specializing in well design and reservoir data acquisition, that was active in Nigeria, Venezuela, and Norway. He founded his
first independent exploration and production company, Durango Energy, Inc., in 1984, and operated up to 150 wells in Oklahoma. Prior to that he was District Manager of Monitoring Systems Inc., a drilling and well control instrumentation
company, installing equipment on jack-up rigs and semi-submersibles in the U.S., Brazil and Korea. Mr. Riley began his oil and gas career with Cameron Iron Works in Houston, Texas, in 1974. Mr. Riley has a bachelor’s degree in Business,
Accounting and Finance from the University of Science & Arts of Oklahoma and completed the Advanced Drilling Operations and Well Control program at Murchison Drilling Schools. He is a member of the American Petroleum Institute and the
Society of Professional Engineers and is IADC / MMS Well-Cap Certified.
|
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.
|
Brent Arriaga, 48
|
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 Corporate Controller of Helix
Energy Solutions Group, Inc., an offshore energy service company, (“Helix”) since 2018 and its Chief Accounting Officer since 2022. Mr. Arriaga has over 25 years of experience in finance and accounting in the energy and financial services
industries spanning several continents. Prior to his role at Helix, Mr. Arriaga held roles in financial accounting and controllership at Weatherford International from 2015 to 2017, Citigroup, Inc. from 2006 to 2015, and Credit Suisse
Group from 2004 to 2006. Mr. Arriaga began his career as an auditor at KPMG LLP in 1997. Mr. Arriaga holds a Bachelor of Business Administration in Accounting from the University of Texas at Austin and a Master of Business Administration
from Rice University, Jesse H. Jones Graduate School of Business, where he was a Jones Scholar. Mr. Arriaga is a Certified Public Accountant in the State of Texas and is a Chartered Financial Analyst.
|
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 Chairperson of the Audit Committee.
|
Rebecca Bayless, 53
|
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 industry and currently serves as Chief Financial
Officer of Daytona Resources LLC. Ms. Bayless has been an integral part of three start-up private equity company management teams in the roles of CFO, CAO and Controller. Within these roles, she also took each of these companies to their
liquidity exits through either asset sales, IPO or merger into a public company. These include serving as the CAO of Indigo Natural Resources LLC from 2016 to 2021, Controller of Energy Resource Technology, a subsidiary of Helix Energy
Solutions, from 2004 – 2006, and Controller of Prize Energy Company from 1999 – 2001. Additionally, Ms. Bayless has also served in various accounting roles with other public and private companies that include Pioneer Natural Resources and
Merit Energy Company. Ms. Bayless holds a B.S. Degree in Accounting from Arkansas State University and is a licensed CPA in the State of Texas. Ms. Bayless serves on the Board of Trustees for The John Cooper School, The Club at Carlton
Woods, The Houston Producers Forum, as their 2022 President, and the Inspire Film Festival since its formation in 2016. Within these organizations she also leads or serves on the finance committees for each of them. Ms. Bayless is a member
of the Texas Society of Certified Public Accountants.
|
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, 84
|
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, 50
|
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)
|
67
|
Chief Executive Officer and Chairman of the Board of Directors
|
Kevin Riley
|
41
|
President
|
Philip Riley
|
48
|
Chief Financial Officer and Executive Vice President - Strategy
|
Amber Bonney
|
48
|
Chief Accounting Officer
|
Corey Riley
|
44
|
Executive Vice President - Business Intelligence
|
Beth di Santo(1)
|
50
|
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, 41
|
|
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 REG from when it was founded in 2012 through 2016. He led the successful acquisition and
development of REG’s +50,000 acres located across three active operating areas: the Permian Basin, Eagle Ford Shale and Arkoma-Woodford Shale. From 2007 to 2012, Mr. Riley was the Chief Operating Officer of REX. Mr. Riley co-founded REX in
2007, which developed early entrant positions into the Wolfberry trend of the Permian Basin and the Eagle Ford Shale in Karnes County. Mr. Riley holds a degree in Business Administration from the University of Central Oklahoma and a Master
of Business Administration with emphasis in Energy from the University of Oklahoma. He is a member of the Independent Petroleum Association of America, American Association of Petroleum Landmen and the Society of Petroleum Engineers.
|
|
Philip Riley, 48
|
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 25 years of experience across energy and
other industries as an executive officer, investor, and strategic advisor. Prior to joining the Company, he served as Managing Director of private capital funds Bluescape Energy Partners (“Bluescape”) beginning May 2015 and Parallel
Resource Partners (“Parallel”) beginning in November 2012, where he formulated investment strategies, sourced investment opportunities, and managed existing investment operations and performance. Mr. Riley has served as an officer or
director of 16 companies, including as Bluescape’s designated director for REP LLC. Prior to Bluescape and Parallel, he served as an investment banker at Imperial Capital, Lazard Ltd. and Petrie Parkman. During 12 years of strategic
advisory experience, Mr. Riley advised companies, private investors, lenders, and other creditors in a variety of domestic and international M&A, financing and restructuring transactions exceeding $135 billion in value. Mr. Riley earned
a Bachelor of Business Administration from the University of Texas at Austin, with majors in the Business Honors Program and Finance.
|
Amber Bonney, 48
|
|
Chief Accounting Officer
|
|
Amber Bonney was appointed as Riley Permian’s Chief Accounting Officer on August 31, 2021. She has over 25 years of experience in accounting with more than 15 years in the oil and gas
industry. Prior to joining the Company, Ms. Bonney was a principal at ANB Consulting LLC since January 2020, served as Chief Accounting Officer and Vice President of Accounting for Roan Resources, Inc. since 2018, and served as Controller
at Permian Resources, LLC starting in 2015. From 2006-2015, Ms. Bonney served in various roles within the Internal Audit and Accounting areas at public oil and gas companies, including at SandRidge Energy, Inc. and Devon Energy Corporation.
Prior to her roles in the oil and gas industry, Ms. Bonney spent over 8 years in the audit and consulting practices at PricewaterhouseCoopers LLP. Ms. Bonney received her Bachelor of Business Administration degree in Accounting and Finance
from the University of Oklahoma and is a Certified Public Accountant in the state of Oklahoma.
|
|
Corey Riley, 44
|
|
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 2019. Mr. Riley is responsible for the strategies and technologies used by the organization to collect, integrate and analyze business information to support
the organization’s strategic decisions. Mr. Riley has a diverse experience in technology, accounting, finance, corporate planning, management and executive leadership. Prior to joining REP LLC, he was the Chief Financial Officer of REG from
when it was founded in 2012 through mid-2015 when he was promoted to President and served in that role through 2019. Mr. Riley co-founded REX in 2007, the predecessor to REG and was involved with the company until 2012. Mr. Riley holds a
Bachelor’s Degree in Biology from the University of Central Oklahoma and a Master of Business Administration with a focus in Technology from Oklahoma Christian University.
|
|
Name
|
Principal Position in 2022
|
||
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
($) (2) |
Total ($)
|
||||||||||||||||||
Bobby D. Riley
|
2022
|
$
|
449,712
|
$
|
408,099
|
$
|
1,058,848
|
$
|
40,759
|
$
|
1,957,418
|
|||||||||||||
Chief Executive Officer
|
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
|
2022
|
$
|
377,964
|
$
|
342,990
|
$
|
741,585
|
$
|
37,352
|
$
|
1,499,891
|
|||||||||||||
President
|
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
|
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
|
2022
|
$
|
376,235
|
$
|
343,466
|
$
|
742,628
|
$
|
40,035
|
$
|
1,502,364
|
|||||||||||||
Executive Vice President - Business
|
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)
|
(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.
|
(d)
|
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 Company’s sponsored 401(k) plan, subject to IRS and plan limits, and
portion of insurance benefits that is paid by the Company.
|
(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.
|
||||
Berry Corp.
SandRidge Energy, Inc.
Ring Energy, Inc.
|
Ranger Oil Corporation
SilverBow Resources, Inc.
Vital Energy, Inc.
|
Name
|
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
|
119,053
|
$
|
3,503,730
|
|||||
Kevin Riley
|
79,002
|
$
|
2,325,029
|
|||||
Philip Riley
|
62,781
|
$
|
1,847,645
|
|||||
Corey Riley
|
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 $29.43, the closing market price of a share of common stock on December 30, 2022.
|
Name
|
Base Salary
($) |
Annual Bonus
($) (1) |
Stock Award
($) (2) |
All Other Compensation
($) (3) |
Total
($) |
|||||||||||||||
Bobby D. Riley
|
||||||||||||||||||||
Termination without Cause / Resignation for Good Reason
|
$
|
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 $29.43, the
closing market price of a share of common stock on December 30, 2022.
|
(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
($) (2) |
Total
($) |
||||||||||
Brent Arriaga
|
$
|
168,931
|
$
|
125,000
|
(6
|
)
|
$
|
293,931
|
|||||
Rebecca Bayless (3)
|
$
|
58,083
|
$
|
125,000
|
(7
|
)
|
$
|
183,083
|
|||||
Bryan H. Lawrence (4)
|
$
|
-
|
$
|
-
|
$
|
-
|
|||||||
E. Wayne Nordberg
|
$
|
168,931
|
$
|
125,000
|
(6
|
)
|
$
|
293,931
|
|||||
Beth di Santo (5)
|
$
|
-
|
$
|
-
|
$
|
-
|
|||||||
|
(1)
|
Reflects the amount of the annual retainer, committee retainers (as applicable) and meeting fees, which were paid in cash for the year ended December 31, 2022.
|
(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 as of January 2022.
|
(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)
|
The restricted stock awards have a one-year vesting period, which resulted in these restricted stock awards vesting in March 2023.
|
(7)
|
The restricted stock awards have a one-year vesting period, which resulted in these restricted stock awards vesting in January 2023.
|
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 2021, quarterly reviews, registration statements, comfort letters, statutory and regulatory audits, and accounting consultations. These fees included audit fees for the
performance of annual audits of REP LLC’s financial statements for periods prior to the Merger.
|
(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
services during the fiscal years ended December 31, 2022 and September 30, 2021 or the Transition Period.
|
✔ |
Our Board unanimously recommends that you vote “FOR” the ratification of BDO USA, LLP as our independent registered public accounting firm.
|
•
|
Number of Shares Available for Grant under 2021 LTIP: As of December 31, 2022, 440,784 shares remained reserved and available for issuance under
the 2021 LTIP, assuming all future grants will be full value stock awards.
|
•
|
Number of Awards Outstanding: As of December 31, 2022, full value awards with respect to 536,209 shares were outstanding under the 2021 LTIP.
|
•
|
Burn Rate: Burn rate measures the usage of shares for our stock plans as a percentage of our outstanding shares. For 2022, our burn rate was
approximately 1.9%. The Board believes that 950,000 additional shares are appropriate at this time to allow us to grant awards with a burn rate similar to our 2022 burn rate for approximately the next 4 years.
|
•
|
Overhang: As of December 31, 2022, 536,209 shares were subject to outstanding Company awards, resulting in an overhang of approximately 4.6%. If
an additional 950,000 shares are reserved for issuance under the A&R LTIP, the overhang would be approximately 8.7%.
|
•
|
attracting and retaining the services of key employees, qualified directors, and qualified independent contractors; and
|
•
|
encouraging the sense of proprietorship in and stimulating the active interest of those persons in the development and financial success of the Company by making awards designed
to provide participants in the A&R LTIP with proprietary interest in the growth and performance of the Company.
|
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 “FOR” the approval of the Amended and Restated Riley Exploration Permian, Inc. 2021 Long Term Incentive Plan.
|
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 “beneficial owner” of a security if that person has or shares voting power, which includes the power to vote or direct the voting of such security, or investment
power, which includes the power to dispose of or to direct the disposition of such security.
|
(2)
|
Shares Beneficially Owned percentage is based on 20,158,934 shares of outstanding common stock, which includes 499,893 shares of unvested restricted stock
|
(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 Company, Yorktown Energy Partners IV, L.P. (“Yorktown IV”) directly owns 100,482 shares of Common Stock of the Company, Yorktown Energy Partners V, L.P. (“Yorktown V”) directly owns 615,784 shares of Common Stock
of the Company, Yorktown Energy Partners VI, L.P. (“Yorktown VI”) directly owns 84,505 shares of Common Stock of the Company, and Yorktown Energy Partners X, L.P. (“Yorktown X”) directly owns 390,860 shares of Common Stock of the
Company and shares voting and dispositive power with respect to the 3,485,779 shares owned by REG. Yorktown Energy Partners VII, L.P. (“Yorktown VII”), Yorktown Energy Partners VIII, L.P. (“Yorktown VIII”), Yorktown Energy Partners
IX, L.P. (“Yorktown IX”), and Yorktown X collectively own approximately 98.93% of REG. Pursuant to the terms of the Amended and Restated Limited Liability Agreement of REG (“REG LLC Agreement”), Yorktown has the ability to elect a
majority of the Board of Managers of REG. Because Yorktown IV Company LLC (“Yorktown IV Co”) is the sole general partner of Yorktown IV, it may be deemed to beneficially own shares of the Company’s common stock based on its
relationship with Yorktown IV. Yorktown IV Co disclaims beneficial ownership of the Company’s shares owned by Yorktown IV except to the extent of its pecuniary interest therein. Because Yorktown V Company LLC (“Yorktown V Co”) is the
sole general partner of Yorktown Energy Partners V, L.P. (“Yorktown V”), it may be deemed to beneficially own shares of the Company’s common stock based on its relationship with Yorktown V. Yorktown V Co disclaims beneficial
ownership of the Company’s shares owned by Yorktown V except to the extent of its pecuniary interest therein. Because Yorktown VI Associates LLC (“Yorktown VI Associates”) is the sole general partner of Yorktown VI Company LP
(“Yorktown VI Co”), the sole general partner of Yorktown Energy Partners VI, L.P. (“Yorktown VI”), it may be deemed to beneficially own shares of the Company’s common stock based on its relationship with Yorktown VI. Yorktown VI Co
and Yorktown VI Associates disclaim beneficial ownership of the shares owned by Yorktown VI except to the extent of their pecuniary interest therein. Because Yorktown VII Associates LLC (“Yorktown VII Associates”) is the sole general
partner of Yorktown VII Company LP (“Yorktown VII Co”), the sole general partner of Yorktown VII, it may be deemed to beneficially own shares of the Company’s common stock based on its relationship with Yorktown VII. Yorktown VII,
Yorktown VII Co and Yorktown VII Associates disclaim beneficial ownership of the shares owned by REG except to the extent of their pecuniary interest therein. Because Yorktown VIII Associates LLC (“Yorktown VIII Associates”) is the
sole general partner of Yorktown VIII Company LP (“Yorktown VIII Co”), the sole general partner of Yorktown VIII, it may be deemed to beneficially own shares of the Company’s common stock based on its relationship with Yorktown VIII.
Yorktown VIII, Yorktown VIII Co and Yorktown VIII Associates disclaim beneficial ownership of the shares owned by REG except to the extent of their pecuniary interest therein. Because Yorktown IX Associates LLC (“Yorktown IX
Associates”) is the sole general partner of Yorktown IX Company LP (“Yorktown IX Co”), the sole general partner of Yorktown IX, it may be deemed to beneficially own shares of the Company’s common stock based on its relationship with
Yorktown IX. Yorktown IX, Yorktown IX Co and Yorktown IX Associates disclaim beneficial ownership of the shares owned by REG except to the extent of their pecuniary interest therein. Because Yorktown X Associates LLC (“Yorktown X
Associates”) is the sole general partner of Yorktown X Company LP (“Yorktown X Co”), the sole general partner of Yorktown X, it may be deemed to beneficially own shares of the Company’s common stock based on its relationship with
Yorktown X. Yorktown X, Yorktown X Co and Yorktown X Associates disclaim beneficial ownership of the shares owned by REG except to the extent of their pecuniary interest therein, and Yorktown X Co and Yorktown X Associates disclaim
beneficial ownership of the shares owned by Yorktown X except to the extent of their pecuniary interest therein. Because Yorktown XI Associates LLC (“Yorktown XI Associates”) is the sole general partner of Yorktown XI Company LP
(“Yorktown XI Co”), the sole general partner of Yorktown Energy Partners XI, L.P. (“Yorktown XI”), it may be deemed to beneficially own shares of the Company’s common stock based on its relationship with Yorktown XI. Yorktown XI
Company LP and Yorktown XI Associates LLC disclaim beneficial ownership of the Company common stock held by Yorktown XI except to the extent of their pecuniary interest therein. The managers of each of Yorktown IV Co, Yorktown V Co,
Yorktown VI Associates, Yorktown VII Associates, Yorktown VIII Associates, Yorktown IX Associates, Yorktown X Associates and Yorktown XI Associates, who act by majority approval, are Bryan H. Lawrence, one of the Company’s directors,
W. Howard Keenan, Jr., Peter A. Leidel, Tomás R. LaCosta, Robert A. Signorino and, with respect to Yorktown VIII Associates, Yorktown IX Associates, Yorktown X Associates and Yorktown XI Associates, Bryan R. Lawrence. The address of
such Yorktown entities is 410 Park Avenue, 20th Floor, New York, New York 10022. The address of Riley Exploration Group, LLC is 29 E. Reno, Suite 500, Oklahoma City, Oklahoma 73104.
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(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.
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(5)
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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.
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(6)
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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. Balmon California, Inc. reports ownership of 1,771,779 shares of Common Stock, and Balmon Investments directly owns 245,142 shares of Common Stock, which means that Balmon Investments
and Mr. Libin may be deemed to have direct and indirect beneficial ownership of 2,016,921 shares of the Company’s common stock; and (2) 1,768,702 shares were distributed to Texel Resources Inc., which is a wholly owned subsidiary of
Tokay Capital Corp., which is wholly owned by the Estate of Antonie VandenBrink. Texel Resources Inc. subsequently purchased an additional 67,510 shares in the open market. Tokay Capital Corp. and the Estate of Antonie VandenBrink are
indirect beneficial owners of these securities. In addition, the Estate of Antonie VandenBrink directly owns 138,000 shares of the Company’s common stock, which means that the Estate may be deemed to have direct and indirect
beneficial ownership of 1,974,212 outstanding shares of the Company’s common stock.
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(7)
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Includes 107,978 unvested shares of restricted stock issued under the LTIP that remain subject to forfeiture. Includes 247,178 shares pledged as collateral to secure certain
personal indebtedness.
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(8)
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Includes 71,306 unvested shares of restricted stock issued under the LTIP that remain subject to forfeiture. Includes 127,593 shares pledged as collateral to secure certain personal
indebtedness.
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(9)
|
Includes 62,781 unvested shares of restricted stock issued under the LTIP that remain subject to forfeiture. Includes 23,258 shares pledged as collateral to secure certain personal
indebtedness.
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(10)
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Includes 70,829 unvested shares of restricted stock issued under the LTIP that remain subject to forfeiture.
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(11)
|
Includes 45,479 unvested shares of restricted stock issued under the LTIP that remain subject to forfeiture.
|
(12)
|
Includes 358,373 unvested shares of restricted stock issued under the LTIP that remain subject to forfeiture.
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