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Pay vs Performance Disclosure - USD ($)
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Pay vs Performance Disclosure      
Pay vs Performance Disclosure, Table

Pay Versus Performance

 

The following table provides information required by Item 402(v) of Regulation S-K, and sets forth information about the relationship between executive compensation actually paid and certain financial performance of the Company. Compensation Actually Paid (CAP) in the table below does not necessarily represent cash and/or equity value transferred to the applicable named executive officer without restriction, but rather is a valuation calculated under applicable SEC rules. In general, CAP is calculated as summary compensation table total compensation adjusted to include the fair market value of equity awards as of December 31, 2024 or, if earlier, the vesting date (rather than the grant date) and factor in dividends and interest accrued with respect to such awards (if any). For purposes of the disclosure below, no pension valuation adjustments were required and no dividends or interest were accrued.

 

The Board of Directors and the Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.

 

Year

 

Summary Compensation Table Total for PEO(1)

   

Compensation Actually Paid to PEO(3)

   

Average Summary Compensation Table Total for non-PEO Named Executive Officers(2)

   

Average Compensation Actually Paid to non-PEO Named Executive Officers(3)

   

Value of Initial Fixed $100 Investment Based On:(4) Total Shareholder Return

   

Net Loss ($ Thousands)(5)

 

2024

  $ 889,385     $ 1,316,224     $ 634,919     $ 781,519     $ 52.19     $ (25,784 )

2023

  $ 966,419     $ 479,049     $ 459,701     $ 380,911     $ 32.02     $ (32,356 )

2022

  $ 2,079,349     $ 1,607,532     $ 995,297     $ 867,377     $ 71.77     $ (963 )

 

 

(1)

Ryan L. Smith was our CEO (our Principal Executive Officer (PEO)) for each of the years presented. The amount reported for each year are the amounts of total compensation reported for Mr. Smith in the “Total” column of the “Summary Compensation Table”, above.

 

(2)

During 2024, our only non-CEO Named Executive Officer (NEO) consisted of Mark L. Zajac, our Chief Financial Officer. During 2023, our two non-CEO Named Executive Officers (NEO) consisted of Mark Zajac, our Chief Financial Officer and Donald A. Kessel, our former Chief Operating Officer. During 2022, our only non-CEO Named Executive Officer (NEO) consisted of Donald A. Kessel.

 

(3)

Compensation “actually paid” is calculated in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to the applicable persons during 2024, 2023 and 2022. In accordance with the requirements of Item 402(v) of Regulation S-K, the adjustments set forth below were made to Mr. Smith’s total compensation and to the total compensation of the other non-PEO NEO, for 2024, 2023 and 2022, to determine the compensation actually paid. No pension plan payments were made to the PEO or the non-PEO NEO during 2024, 2023 or 2022.

 

(4)

Assumes $100 invested in our common shares on December 31, 2021, and calculated based on the difference between the share price of our Common Stock at the end and the beginning of the measurement period, and reinvestment of all dividends.

 

(5)

The dollar amounts reported represent the amount of net income (loss) reflected in our consolidated audited financial statements for the applicable year.

 

 

   
PEO Total Compensation Amount $ 889,385 $ 966,419 $ 2,079,349
PEO Actually Paid Compensation Amount $ 1,316,224 479,049 1,607,532
Adjustment To PEO Compensation, Footnote

Adjustments to Determine Compensation Actually Paid ($) for PEO

 

2024

   

2023

   

2022

 

Reported Summary Compensation Table (SCT) total for PEO

    889,385       966,419       2,079,349  

Deduction for amounts reported under the “Stock Awards” column in the SCT

    (285,600 )     (375,000 )     (1,480,000 )

Increase for fair value of awards granted during the year that remain unvested as of year end

    554,200       163,043       690,000  

Increase for fair value of awards granted and vested during the year

    -       -       370,000  

Deduction for decrease in fair value from prior year end to current year end of awards granted prior to the year that were outstanding and unvested as of year end

    147,228       (325,000 )     (72,750 )

Deduction for decrease in fair value from prior year end to vesting date of awards granted prior to the year that vested during the year

    11,011       31,000       (4,380 )

Increase for value of dividends paid (accrued) on equity awards not otherwise reflected in fair value of awards

    -       18,587       25,313  

Total adjustments

    426,839       (487,370 )     (471,817 )

Compensation actually paid to PEO

    1,316,224       479,049       1,607,532  

 

   
Non-PEO NEO Average Total Compensation Amount $ 634,919 459,701 995,297
Non-PEO NEO Average Compensation Actually Paid Amount $ 781,519 380,911 867,377
Adjustment to Non-PEO NEO Compensation Footnote

Adjustments to Determine Average Compensation Actually Paid ($) for Non-PEO NEOs

 

2024

   

2023

   

2022

 

Reported Average SCT Total for Non-PEO NEOs

    634,919       459,701       995,297  

Deduction for amounts reported under the “Stock Awards” column in the SCT

    (181,800 )     (188,000 )     (571,650 )

Increase for fair value of awards granted during the year that remain unvested as of year end

    293,400       50,000       220,800  

Increase for fair value of awards granted and vested during the year

    -       76,000       216,450  

Increase/(deduction) for change in fair value from prior year end to current year end of awards granted prior to the year that they were outstanding and unvested as of year end

    31,500       -       -  

Increase/(deduction) for change in fair value from prior year end to vesting date of awards granted prior to the year that vested during the year

    3,500       (20,480 )     -  

Increase for value of dividends paid (accrued) on equity awards not otherwise reflected in fair value of awards

    -       3,690       6,480  

Total adjustments

    146,600       (78,790 )     (127,920 )

Compensation actually paid to Non-PEO NEOs

    781,519       380,911       867,377  

 

For each covered fiscal year, there were no equity awards that failed to meet vesting conditions in the year; there were no Option Awards; and there were no pension benefits. Additionally, the methodology for the valuation assumptions used to calculate the fair value of the equity awards is the same as that used to determine the aggregate grant date fair values disclosed in the “Summary Compensation Table”, though with adjustments for the applicable time period. We do not view these adjustments as material differences in the assumptions. As disclosed in the “Summary Compensation Table”, the assumptions used to calculate the aggregate grant date fair values reflected in that table are included in footnotes to our consolidated financial statements in our annual reports on Form 10-K for the years ended December 31, 2024, 2023 and 2022.

 

 

 

   
Compensation Actually Paid vs. Total Shareholder Return

Relationship Between Compensation Actually Paid and Performance

 

Our executive compensation program seeks to align executive officers’ long-term interests with those of our stockholders to incentivize a long-term increase in stockholder value, and therefore does not specifically align the Company’s performance measures with CAP (as defined by SEC rules) for a particular year. In accordance with Item 402(v) of Regulation S-K, we are providing the following graphic descriptions of the relationships between information presented in the Pay versus Performance table above, for each of the three years ended December 31, 2024. The following graphs address the relationship between compensation “actually paid” as disclosed in the Pay vs. Performance Table and (1) the Company’s cumulative Total Stockholder Return (TSR) and (2) net loss. U.S. Energy believes TSR and net loss are somewhat correlated, as measured by each metrics performance over the prior three years, and in line with the compensation actually paid to the Company's PEO and NEOs over the same period, as shown in the tables below. However, we do not believe that the reported net loss is reflective of our financial performance over the period and the Company does not use net income to determine compensation or income incentive plan payouts.

 

chart1.jpg
   
Compensation Actually Paid vs. Net Income
 
chart2.jpg

 

 

   
Total Shareholder Return Amount $ 52.19 32.02 71.77
Net Income (Loss) (25,784,000) (32,356,000) (963,000)
PEO      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 426,839 (487,370) (471,817)
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (285,600) (375,000) (1,480,000)
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 554,200 163,043 690,000
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 147,228 (325,000) (72,750)
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0 0 370,000
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 11,011 31,000 (4,380)
PEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0 18,587 25,313
Non-PEO NEO      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 146,600 (78,790) (127,920)
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (181,800) (188,000) (571,650)
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 293,400 50,000 220,800
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 31,500 0 0
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0 76,000 216,450
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 3,500 (20,480) 0
Non-PEO NEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount $ 0 $ 3,690 $ 6,480