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BY ORDER OF THE BOARD OF DIRECTORS:
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Houston, Texas
April 22, 2025 |
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J. Andrew Williamson
Chief Financial Officer |
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Date and Time:
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| | May 21, 2025 | |
| | | | 9:00 a.m., Central Daylight Time | |
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Place:
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One Allen Center, 500 Dallas Street, Emporium Conference Room, Houston, Texas 77002
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Record Date:
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| | April 7, 2025 | |
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Proposal Description
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Board Vote
Recommendation |
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Page Number
with More Information |
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Proposal 1
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Fix the number of Directors to be elected at the Meeting
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“FOR”
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4
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Proposal 2
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| | Election of those persons nominated as Directors | | |
“FOR” all nominees
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4
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Proposal 3
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Re-appoint BDO USA, P.C. as Epsilon’s independent auditors for the ensuing year
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“FOR”
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25
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Proposal 4
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Non-binding advisory vote on the compensation paid to the Corporation’s named executive officers for the year ended December 31, 2024
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“FOR”
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27
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Name
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Age
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Position
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Jason Stabell | | |
50
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| | Chief Executive Officer, Director | |
Henry Clanton | | |
62
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| | Chief Operating Officer | |
J. Andrew Williamson | | |
37
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| | Chief Financial Officer | |
Name, Municipality
of Residence |
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Position and Term
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Principal Occupation During
the Past Five Years |
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Number and Percentage
of Common Shares |
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Jason Stabell
Houston, TX USA |
| | Chief Executive Officer and Director since July 2022 | | |
Chief Executive Officer of Epsilon since July 2022 and for 24 years previously in various positions in the energy industry with a focus on upstream E&P. Previously served as President and CEO of a privately held E&P company with domestic and international assets.
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628,296
(2.01%) |
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Henry Clanton
Houston, TX USA |
| | Chief Operating Officer since January 2017 | | |
Chief Operating Officer of Epsilon since January 2017 and for over 30 years previously in the upstream E&P sector. Previously served as Managing Partner for a private E&P start-up.
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80,611
(<1%) |
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J. Andrew Williamson
Houston, TX USA |
| | Chief Financial Officer since July 2022 | | |
Chief Financial Officer of Epsilon since July 2022 and for 10 years previously in various positions in the energy industry. Previously served as CFO of a privately held E&P company with domestic and international assets.
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100,843
(<1%) |
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Name
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Age
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Position
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John Lovoi | | |
64
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| | Director, Chairman of the Board | |
Jason Stabell | | |
50
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| | Director, Chief Executive Officer | |
Jason Stankowski | | |
54
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| | Director | |
Tracy Stephens | | |
64
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| | Director | |
David Winn | | |
62
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| | Director | |
Nicola Maddox | | |
69
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| | Director | |
Name, Municipality
of Residence |
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Position and Term
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Principal Occupation During
the Past Five Years |
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Number and
Percentage of Common Shares |
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John Lovoi(1)(2)
Houston, TX, USA |
| | Chairman of the Board since July 2013 | | |
Managing partner of JVL Advisors, LLC, a private oil and gas investment advisor, Director of Helix Energy Solutions Group, an operator of offshore oil and gas properties and production facilities and Chairman of Innovex International, a provider of products and services to the global oil and gas industry.
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284,979
(1.22%) |
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Jason Stabell
Houston, TX, USA |
| | Chief Executive Officer and Director since July 2022 | | |
Chief Executive Officer of Epsilon since July 2022 and for 24 years previously in various positions in the energy industry with a focus on upstream E&P. Previously served as President and CEO of a privately held E&P company with domestic and international assets.
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628,296
(2.01%) |
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Tracy Stephens(2)(3)
Houston, TX, USA |
| | Director since May 2017 | | |
Founder and Chief Executive Officer of Westminster Advisors, a CEO advisory services company, since January 2017. Previously Chief Operating Officer of Resources Global Professionals, a large business consulting company.
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61,801
(<1%) |
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David Winn(1)
Houston, TX, USA |
| | Director since Jan. 2021 | | |
Retired from a 36-year career in public accounting, most recently was an Audit Partner for Grant Thornton LLP, an independent audit, tax, and advisory firm. Previously a Director for PricewaterhouseCoopers LLP.
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32,901
(<1%) |
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Jason Stankowski(1)(3)
Berkeley, CA, USA |
| | Director since Jan. 2021 | | |
Founder, partner and portfolio manager for Clayton Partners, LLC. Previously, in structured finance, in various roles with CMA Capital Management. He became designated
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363,396
(1.59%) |
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Name, Municipality
of Residence |
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Position and Term
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Principal Occupation During
the Past Five Years |
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Number and
Percentage of Common Shares |
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as a Chartered Financial Analyst in 2003.
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Nicola Maddox(2)(3)
Houston, TX, USA |
| | Director since May 2023 | | |
Self-employed energy advisor specializing in contract analysis, strategic planning, and negotiation. Previously she was a President at Merlon International, LLC.
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10,361
(<1%) |
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Director
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Number of Total Board and
Committee Meetings Attended |
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John Lovoi
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10/10
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Jason Stabell
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10/10
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Tracy Stephens
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6/6
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Director
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Number of Total Board and
Committee Meetings Attended |
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David Winn
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8/8
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Jason Stankowski
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8/8
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Nicola Maddox
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6/6
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Name of Beneficial Owner
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Number of Shares of
Common Stock |
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Percentage of
Common Stock Owned |
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5% Stockholders | | | | | | | | | | | | | |
Solas Capital Management LLC(1)
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| | | | 3,768,467 | | | | | | 17.12% | | |
Jumana Capital Investments LLC(2)
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| | | | 1,896,574 | | | | | | 8.61% | | |
Named Executive Officers and Directors | | | | | | | | | | | | | |
Jason Stabell(3)
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| | | | 628,296 | | | | | | 2.01% | | |
Henry Clanton(4)
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| | | | 80,611 | | | | | | * | | |
Andrew Williamson(5)
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| | | | 100,843 | | | | | | * | | |
John Lovoi(6)
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| | | | 284,979 | | | | | | 1.22% | | |
Tracy Stephens(7)
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| | | | 61,801 | | | | | | * | | |
David Winn(8)
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| | | | 32,901 | | | | | | * | | |
Jason Stankowski(9)
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| | | | 363,396 | | | | | | 1.59% | | |
Nicola Maddox(10)
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| | | | 10,361 | | | | | | * | | |
All executive officers and directors as a group (8 persons)
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| | | | 1,563,188 | | | | | | 7.10% | | |
Name and principal position
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Year
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Salary
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Bonuses
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Stock
Awards |
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All Other
Compensation(6) |
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Total
Compensation |
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Jason Stabell, CEO(1)
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| | | | 2024 | | | | | $ | 322,000 | | | | | $ | 164,000 | | | | | $ | 552,001 | | | | | $ | 18,446 | | | | | $ | 1,056,447 | | |
| | | 2023 | | | | | $ | 311,000 | | | | | $ | 184,000 | | | | | $ | 851,003 | | | | | $ | 7,350 | | | | | $ | 1,353,353 | | | ||
| | | 2022 | | | | | $ | 150,000 | | | | | $ | 100,000 | | | | | $ | 600,000 | | | | | $ | 4,346 | | | | | $ | 854,346 | | | ||
Michael Raleigh, CEO(2)
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| | | | 2022 | | | | | $ | 75,000 | | | | | $ | 555,000 | | | | | $ | — | | | | | $ | — | | | | | $ | 630,000 | | |
Henry N. Clanton, COO(3)
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| | | | 2024 | | | | | $ | 282,000 | | | | | $ | 123,000 | | | | | $ | 164,000 | | | | | $ | 19,341 | | | | | $ | 588,341 | | |
| | | 2023 | | | | | $ | 272,000 | | | | | $ | 92,000 | | | | | $ | 92,004 | | | | | $ | 15,752 | | | | | $ | 471,756 | | | ||
| | | 2022 | | | | | $ | 262,500 | | | | | $ | 117,000 | | | | | $ | 173,187 | | | | | $ | 15,250 | | | | | $ | 567,937 | | | ||
Andrew Williamson, CFO(4)
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| | | | 2024 | | | | | $ | 264,000 | | | | | $ | 139,000 | | | | | $ | 221,001 | | | | | $ | 17,469 | | | | | $ | 641,470 | | |
| | | 2023 | | | | | $ | 239,000 | | | | | $ | 138,000 | | | | | $ | 355,006 | | | | | $ | 12,448 | | | | | $ | 744,454 | | | ||
| | | 2022 | | | | | $ | 115,000 | | | | | $ | 75,000 | | | | | $ | 250,000 | | | | | $ | 3,981 | | | | | $ | 443,981 | | | ||
B. Lane Bond, CFO(5)
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| | | | 2022 | | | | | $ | 75,000 | | | | | $ | 37,500 | | | | | $ | 81,182 | | | | | $ | — | | | | | $ | 193,682 | | |
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Stock Awards
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Name
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Number of
Shares or Units of Shares that Have Not Vested |
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Market Value of
Share-Based Awards that Have Not Vested |
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Jason Stabell
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| | | | 235,235 | | | | | $ | 1,460,809 | | |
Henry N. Clanton
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| | | | 43,111 | | | | | $ | 267,719 | | |
Andrew Williamson
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| | | | 96,621 | | | | | $ | 600,016 | | |
Name
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Stock Awards
Value Vested During the Year |
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Jason Stabell
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| | | $ | 471,177 | | |
Henry N. Clanton
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| | | $ | 88,392 | | |
Andrew Williamson
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| | | $ | 196,459 | | |
Year | | | Summary Compensation Table Total for PEO(1)(2) | | | Compensation Actually Paid to PEO(1)(2) | | | Average Summary Compensation Table Total for Non-PEO NEOs(1)(2) | | | Average Compensation Actually Paid to Non-PEO NEOs(1)(2) | | | Value of Initial Fixed $100 Investment Based on Total Shareholder Return(3) | | | Net Income | | ||||||||||||||||||
2024 | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | ||||||
2023 | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | |
| | | PEO | | | Average of Non-PEO NEOs | | ||||||||||||||||||
| | | 2024 | | | 2023 | | | 2024 | | | 2023 | | ||||||||||||
Summary Compensation Table Total | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | ||||
Adjustment for equity-based award: | | | | | | | | | | | | | | | | | | | | | | | | | |
Deduct: Stock award amounts presented in the SCT | | | | $ | ( | | | | | $ | ( | | | | | $ | ( | | | | | $ | ( | | |
Add: Fair value of awards granted during the year that remain unvested at year-end | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | ||||
Add: Fair value of awards granted during the year that vested during the year | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | ||||
Add/Deduct: Year-over-year change in fair value of awards granted in any prior fiscal year that are unvested | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | ||||
Add/Deduct: Change in fair value from prior year end to vesting date of awards granted in prior fiscal years that vested during the year | | | | $ | | | | | $ | ( | | | | | $ | ( | | | | | $ | ( | | | |
Deduct: Fair value of awards granted in prior fiscal years that were forfeited during the current fiscal year | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | ||||
Compensation Actually Paid | | | | $ | | | | | $ | | | | | $ | | | | | $ | | |
Name
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Fees Earned
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Stock
Awards |
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Total
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John Lovoi
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| | | $ | 95,000 | | | | | $ | 65,000 | | | | | $ | 160,000 | | |
Tracy Stephens
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| | | $ | 65,000 | | | | | $ | 65,000 | | | | | $ | 130,000 | | |
David Winn
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| | | $ | 70,000 | | | | | $ | 65,000 | | | | | $ | 135,000 | | |
Jason Stankowski
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| | | $ | 55,000 | | | | | $ | 65,000 | | | | | $ | 120,000 | | |
Nicola Maddox
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| | | $ | 55,000 | | | | | $ | 65,000 | | | | | $ | 120,000 | | |
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Stock Awards
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Name
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Number of
Shares or Units of Shares that Have Not Vested |
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Market Value of
Share-Based Awards that Have Not Vested |
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John Lovoi
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| | | | 28,266 | | | | | $ | 175,532 | | |
Tracy Stephens
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| | | | 22,266 | | | | | $ | 138,272 | | |
David Winn
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| | | | 22,266 | | | | | $ | 138,272 | | |
Jason Stankowski
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| | | | 22,266 | | | | | $ | 138,272 | | |
Nicola Maddox
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| | | | 21,048 | | | | | $ | 130,708 | | |
Name
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Stock Awards
Value Vested During the Year |
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John Lovoi
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| | | $ | 107,601 | | |
Tracy Stephens
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| | | $ | 70,701 | | |
David Winn
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| | | $ | 70,701 | | |
Jason Stankowski
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| | | $ | 70,701 | | |
Nicola Maddox
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| | | $ | 35,264 | | |
Plan Category
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Number of Shares to be
Issued Upon Exercise of Outstanding Options, Warrants and Rights |
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Weighted Average
Exercise Price of Outstanding Options, Warrants and Rights |
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Number of Shares Remaining
Available for Future Issuance Under Equity Compensation Plans (excluding shares in column (a)) |
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Common shares under 2020 Equity
Incentive Plan |
| | | | — | | | | | $ | — | | | | | | 676,337 | | |
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December 31,
2024 |
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December 31,
2023 |
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Audit Fees: | | | | | | | | | | | | | |
Audit of financial statements
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| | | $ | 399,744 | | | | | $ | 395,759 | | |
Total Audit Fees
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| | | $ | 399,744 | | | | | $ | 395,759 | | |
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BY ORDER OF THE BOARD OF DIRECTORS,
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| | | | J. Andrew Williamson | |
| | | | Chief Financial Officer | |