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Pay vs Performance Disclosure - USD ($)
12 Months Ended 36 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2025
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, 2025 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)

 

2025

  $ 1,420,426     $ 861,643     $ 661,196     $ 433,096     $ 41.04     $ (14,374 )

2024

  $ 889,385     $ 1,316,224     $ 634,919     $ 781,519     $ 72.72     $ (25,721 )

2023

  $ 966,419     $ 479,049     $ 459,701     $ 357,911     $ 44.61     $ (32,356 )

 

 

(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 2025 and 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.
 

(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 2025, 2024 and 2023. 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 2025, 2024 and 2023, to determine the compensation actually paid. No pension plan payments were made to the PEO or the non-PEO NEO during 2025, 2024 or 2023.
 

(4)

Assumes $100 invested in our common shares on December 31, 2022, 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 $ 1,420,426 $ 889,385 $ 966,419  
PEO Actually Paid Compensation Amount $ 861,643 1,316,224 479,049  
Adjustment To PEO Compensation, Footnote

Adjustments to Determine Compensation Actually Paid ($) for PEO

 

2025

   

2024

   

2023

 

Reported Summary Compensation Table (SCT) total for PEO

    1,420,426       889,385       966,419  

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

    (812,000 )     (285,600 )     (375,000 )

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

    368,000       554,200       163,043  

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

    -       -       -  

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

    (119,053 )     147,228       (325,000 )

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

    4,270       11,011       31,000  

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

    -       -       18,587  

Total adjustments

    (558,783 )     426,839       (487,370 )

Compensation actually paid to PEO

    861,643       1,316,224       479,049  

 

     
Non-PEO NEO Average Total Compensation Amount $ 661,196 634,919 459,701  
Non-PEO NEO Average Compensation Actually Paid Amount $ 433,096 781,519 357,911  
Adjustment to Non-PEO NEO Compensation Footnote

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

 

2025

   

2024

   

2023

 

Reported Average SCT Total for Non-PEO NEOs

    661,196       634,919       459,701  

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

    (203,000 )     (181,800 )     (261,000 )

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

    92,000       293,400       100,000  

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

    -       -       76,000  

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

    (85,200 )     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

    (31,900 )     3,500       (20,480 )

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

    -       -       3,690  

Total adjustments

    (228,100 )     146,600       (101,790 )

Compensation actually paid to Non-PEO NEOs

    433,096       781,519       357,911  

 

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, 2025 and 2024.

 

 

 

     
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, 2025. 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 that compensation actually paid to its PEO and non-PEO NEOs is aligned with the Company's TSR over the three-year measurement period, as compensation actually paid increased alongside TSR appreciation in 2024 and subsequently declined in 2025 as TSR contracted, as shown in the charts below. With respect to net loss, the chart reflects that net loss improved each year over the three-year period, declining from $(32,356) thousand in 2023 to $(14,374) thousand in 2025; however, compensation actually paid does not follow the same trend. 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 incentive plan payouts.

 

tsrgraph.jpg
     
Compensation Actually Paid vs. Net Income
netlossgraph.jpg

 

 

     
Total Shareholder Return Amount $ 41.04 72.72 44.61  
Net Income (Loss) (14,374,000) (25,721,000) (32,356,000)  
Ryan L. Smith [Member]        
Pay vs Performance Disclosure        
PEO Name       Ryan L. Smith
PEO        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (558,783) 426,839 (487,370)  
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (812,000) (285,600) (375,000)  
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 368,000 554,200 163,043  
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 (119,053) 147,228 (325,000)  
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0 0 0  
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 4,270 11,011 31,000  
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 0 18,587  
Non-PEO NEO        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (228,100) 146,600 (101,790)  
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 (203,000) (181,800) (261,000)  
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 92,000 293,400 100,000  
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 (85,200) 31,500 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 0 76,000  
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 (31,900) 3,500 (20,480)  
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 $ 0 $ 3,690