David M. Smith
About David M. Smith
David M. Smith, age 70, is General Counsel and Secretary of EON Resources Inc. (EONR) and has served in this role since November 2023; he is a Texas-licensed attorney with 40+ years of oil and gas legal experience, holding a Finance degree from Texas A&M and a J.D. from South Texas College of Law, and is licensed before the Texas Supreme Court . Company operating performance during his tenure included FY 2024 total revenues of $19.42 million and a net loss of $9.08 million as EON integrated acquisitions and managed production downtime; on a combined 2023 basis, revenues were $24.24 million, indicating year-over-year revenue contraction driven by lower production volumes despite higher realized prices excluding hedges .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Public Canadian company (name not disclosed) | Vice President of Land; subsequently President | Not disclosed | Land/legal leadership in E&P; executive leadership experience |
| Various law firms | Partner | Not disclosed | Transactional and litigation in oil & gas, real estate, bankruptcy, commercial |
| Independent legal practice | Founder/Principal | Not disclosed | Led significant oil and gas transactions, M&A, and IP-related work |
External Roles
- No public company board memberships or external directorships disclosed for Smith .
Fixed Compensation
| Metric (USD) | 2023 | 2024 |
|---|---|---|
| Base Salary | $12,000 | $104,000 |
| Target Bonus % | Not disclosed | Not disclosed |
| Annual Bonus Paid | — | — |
| Nonqualified Deferred Compensation Earnings | $19,250 | $146,000 |
| All Other Compensation | — | $20,100 |
| Total | $31,250 | $444,957 |
Note: The company disclosed that NEOs deferred a portion of salaries not paid in 2023–2024 due to going-concern constraints, with intent to pay when able . The company does not maintain deferred compensation, retirement, pension, or profit-sharing plans .
Performance Compensation
Long-Term Equity Awards (grants and outstanding)
| Award Type | Grant/Status | Quantity | Key Terms |
|---|---|---|---|
| Stock Awards (Grant-date Fair Value) | 2024 | $96,000 | Valued at March 4, 2024 close per ASC 718 |
| Option Awards (Grant-date Fair Value) | 2024 | $78,857 | Black-Scholes assumptions; strike $2.02 based on 3/12/2024 close |
| Options – Unexercised (Unearned) | Outstanding at 12/31/2024 | 50,000 | Exercise price $2.02; Expiration March 11, 2034 |
| RSUs/Share Units – Unearned | Outstanding at 12/31/2024 | 33,333 | Market value $27,333 at 12/31/2024; vesting not specified |
| 2025 Restricted Stock (subject to plan approval) | Approved to issue post-approval | 250,000 shares | To be issued following shareholder approval of new incentive plan |
Vesting Schedules and Mechanics
- Options: 50,000 unearned options at $2.02 expiring March 11, 2034; vesting schedule not specified in the proxy’s outstanding awards table .
- Units/Shares: 33,333 unearned shares/units outstanding at year-end 2024; detailed vesting schedule not disclosed .
- 2025 awards: Board approved a 250,000-share restricted stock grant to Smith, contingent on shareholder approval of the 2025 Omnibus Plan; vesting terms to be set in award agreements (not disclosed in the 8-K) .
Annual/Short-Term Incentives and Performance Metrics
- No annual cash incentive payout disclosed for 2024 (non-equity incentive column is blank), and no target bonus percentage is provided for Smith .
- The 2025 Omnibus Plan authorizes performance awards and broad performance measures at the Committee’s discretion, but no executive-specific metric weighting/targets for Smith are disclosed (i.e., no TSR/EBITDA/revenue goal linkages published) .
Equity Ownership & Alignment
Beneficial Ownership and Composition
| As-of Date | Total Beneficial Ownership | % of Voting Power | Components/Notes |
|---|---|---|---|
| Jan 15, 2025 | 192,948 shares | 1.4% | 152,500 direct; 10,781 warrants; 13,000 vested RSUs; 16,667 stock options vesting 3/12/2025 |
| Aug 29, 2025 | 291,541 shares | <1% | 265,500 direct; 9,374 warrants; 16,667 stock options |
- Founder ownership: Smith purchased 142,500 shares as a founder, evidencing early skin-in-the-game .
- Vested vs. unvested: Proxy footnotes include options and warrants exercisable/convertible within 60 days; 33,333 unearned shares/units appear unvested as of 12/31/2024 and are not counted in beneficial ownership .
- Pledging/Hedging: Award agreements and plans prohibit transfer/pledging of restricted stock and RSUs during the restricted period; a standalone executive stock ownership guideline or broad anti-pledging/anti-hedging policy is not disclosed in the proxy .
Employment Terms
| Term | Details |
|---|---|
| Role/Start Date | General Counsel and Secretary; employment effective November 15, 2023 |
| Base Salary | Not explicitly stated for Smith in the disclosed excerpt; salary actually paid for 2024 shown above; deferrals disclosed |
| Severance (Qualifying Termination) | If terminated without Cause or resigns for Good Reason: accrued obligations; 12 months base salary; COBRA premiums for Smith and dependents; full vesting of all equity grants; subject to non-compete, non-solicit, confidentiality/invention assignment, and release of claims |
| Change-in-Control | No separate CIC severance payments disclosed; plans define CIC and allow award adjustments, but proxy indicates no specific termination/CIC payment entitlements beyond employment agreement terms |
| Retirement/Deferred Comp | No company deferred comp, pension, or profit-sharing plans; salary deferrals occurred due to liquidity constraints |
Additional 2025 Compensation Actions (Potential Selling Pressure/Overhang)
- On September 8, 2025, the Board approved a $250,000 cash payment to Smith ($50,000 at closing, remainder later in 2025), and a 250,000-share restricted stock award to be issued following shareholder approval of a new equity plan .
- The 2025 Omnibus Plan share reserve is 4,587,007 shares, materially expanding potential equity issuance capacity and creating overhang risk if fully utilized .
Governance, Committee Processes, and Controls
- Compensation Advisor: Pearl Meyer retained by the Compensation Committee; determined independent in November 2022 .
- Compensation Committee: 2024 membership—Joseph V. Salvucci, Sr. (Chair), Joseph V. Salvucci, Jr., and Byron Blount; all independent under NYSE American and SEC rules .
- Clawbacks and Repricing: 2023 and 2025 plans include clawback/recoupment provisions and prohibit option/SAR repricing without shareholder approval, aligning with best practices .
- Related Party Transactions: The company disclosed certain 2023–2024 financing arrangements (e.g., CFO-linked warrants for cash against notes), reviewed under a Related Person Transactions policy administered by the Audit Committee .
Performance & Track Record Highlights
- Transaction Execution: Management highlighted that a set of 2025 transactions (overriding royalty sales and farm-out) “netted approximately $40 million in shareholder value,” with the CEO specifically crediting the legal team led by Smith for sorting extensive documentation .
- Operating Context: FY 2024 revenues of $19.42 million reflected lower production volumes and derivative losses; production downtime and cost dynamics were detailed in MD&A .
Risk Indicators & Red Flags
- Liquidity/Going Concern Pressure: NEO salary deferrals in 2023–2024 due to going concern constraints; repayment intended when able .
- Equity Overhang: 2025 Omnibus Plan proposes up to 4,587,007 shares for awards, increasing dilution potential; transaction-related 250,000-share restricted award to Smith contingent on plan approval .
- Transaction Bonuses: Board-approved $250,000 cash payment to Smith in 2025, partially at closing, may be perceived as retention/transaction compensation rather than performance-linked .
- No Separate CIC Payments: Absence of stand-alone CIC severance could reduce entrenchment risk but may also affect retention through deal cycles .
- Clawback Compliance: Plan-level clawbacks are in place; enforcement history not disclosed .
Compensation Structure Analysis
- Mix Shift toward Equity and Deferred Cash: 2024 compensation included meaningful equity grant values ($96,000 stock; $78,857 options) and salary deferrals, with no annual bonus payout disclosed—tilting pay toward long-term equity while cash liquidity remained constrained .
- Option Economics: Options struck at $2.02 with 2034 expiry provide long-dated upside but no disclosed repricing flexibility; repricing prohibited without shareholder approval .
- 2025 Plan Flexibility: Broad performance award authority without preset metrics/weightings; investor scrutiny should focus on how metrics are set and whether goals are rigorous .
Investment Implications
- Alignment: Founder share purchases and unvested equity indicate skin-in-the-game; however, sub-1% ownership as of August 2025 reduces direct voting influence, and 2025 plan overhang dilutes alignment unless grants are performance-contingent and measured rigorously .
- Retention: Employment terms include 12 months’ salary and full acceleration on qualifying termination—adequate retention lever but not CIC-conditioned; 2025 cash award and pending 250,000-share grant provide near-term retention but may create vest-driven selling pressure as shares vest .
- Governance/Controls: Independent advisor (Pearl Meyer), anti-repricing, and clawback provisions are positives; lack of disclosed stock ownership guidelines and limited disclosure on hedging/pledging policies beyond award-level restrictions leave gaps in alignment policy transparency .
- Performance Context: FY 2024 results showed revenue contraction and net loss amid operational and integration factors; absent explicit pay-for-performance metrics for Smith in 2024, investors should monitor how the 2025 plan ties future awards to value creation (e.g., production growth, FCF, TSR) before material equity issuance .