Mitchell B. Trotter
About Mitchell B. Trotter
Mitchell B. Trotter, age 66, is EON Resources’ Chief Financial Officer and a Director (Class II), serving as SVP Finance since October 2022 and becoming CFO and Director in November 2023. He holds a BS in Accounting from Virginia Tech (1981) and an MBA from Virginia Commonwealth University (1994); credentials include CPA (VA), CMA, and CFM, with 44 years of finance leadership across public and private companies and global teams of 400+ across six continents . Company operational performance under the current leadership shows steady revenues and a record Q3 2025 net income of $5.6M alongside major balance sheet deleveraging, including retirement of $41M of senior/seller debt and elimination of preferred shares, boosting shareholder equity by $22.7M .
Company quarterly performance (FY 2025 to date):
| Metric | Q1 2025 | Q2 2025 | Q3 2025 |
|---|---|---|---|
| Revenues ($) | 4,564,597 | 4,583,148 | 4,364,341 |
| Net Income ($) | (1,572,675) | (1,300,478) | 5,624,875 |
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Coopers & Lybrand | Auditor | 1981–1988 | Foundation in audit; seven years public accounting |
| Earth Tech | CFO/Controller positions | to 2002 | Senior finance roles in engineering/construction services |
| Jacobs Engineering | CFO/Controller positions | to 2017 | Managed global finance; multi-industry clients |
| AECOM | CFO/Controller positions | to 2022 | Led finance, supporting global operations across six continents |
| Private investor-backed companies | CFO | n/a | CFO roles in real estate development and engineering/construction |
External Roles
No external public company directorships disclosed beyond EON Resources; current board role is Director (Class II) at EON, director since 2023 .
Fixed Compensation
Employment economics and actual cash pay:
- Base salary under employment agreement: $250,000 .
- Severance (CIC not required): if terminated without cause or for good reason, 12 months base salary, COBRA coverage, and full vesting of all equity grants, subject to execution of non-compete/non-solicit/confidentiality/invention assignment and a release of claims .
Multi-year cash and total compensation:
| Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Compensation ($) | Deferred Comp Earnings ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|---|---|---|
| 2024 | 104,000 | — | 96,000 | 78,857 | — | 146,000 | 4,448 | 429,305 |
| 2023 | 12,000 | — | — | — | — | 19,250 | — | 31,250 |
Notes:
- 2024 stock award fair values were based on the March 4, 2024 closing price; option awards were valued using Black-Scholes with $2.02 exercise price and March 12, 2024 grant date assumptions .
Performance Compensation
Equity incentives and vesting detail:
- Sign-on RSUs: 50,000 RSUs (200% of base salary ÷ $10) issued in March 2024; time-based vesting 1/3 on each of the first, second, and third anniversaries of grant, contingent on continued service .
- Options: 50,000 options granted March 12, 2024 at $2.02 strike; as of Dec 31, 2024 all 50,000 were unexercisable; option expiration March 11, 2034 .
Outstanding and vesting status (as of Dec 31, 2024):
| Award Type | Number | Exercise/Strike ($) | Expiration | Unvested/Unearned (#) | Market/Payout Value ($) |
|---|---|---|---|---|---|
| Stock Options | 50,000 | 2.02 | March 11, 2034 | 50,000 | — |
| RSUs/Units | — | — | — | 33,333 | 27,333 |
Performance metrics and cash incentives:
- No non-equity incentive compensation (annual bonus) was paid for 2024 (SCT shows zero) .
- The 2023 and 2025 Omnibus Plans permit performance awards; clawbacks apply under Company policy and applicable law . Change-in-control terms provide immediate vesting/exercise for RSUs/options where awards are not assumed and target-level treatment for certain performance awards depending on the elapsed performance period .
Equity Ownership & Alignment
Beneficial ownership, instruments, and alignment factors:
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Mitchell B. Trotter | 184,055 (167,388 common + 16,667 options exercisable within 60 days) | * % |
- Less than one percent (1%) .
Additional alignment and pressure indicators:
- Pledging: In Oct 2024, the Company issued 27,963 “Pledge Shares” to several insiders including Mitch Trotter in connection with an agreement to pledge equity to First International Bank & Trust (aggregate issuance; individual allocation not disclosed) .
- Related-party financing: Issued 100,000 warrants to the CFO in March 2024 and 100,000 in April 2024, each for $100,000 cash with promissory notes, on terms substantially similar to private placement warrants .
- Convertible notes: In May 2025, Trotter exchanged prior notes/warrants for a convertible note (7.5% interest, matures Jan 31, 2028; convertible at the greater of $0.25 per share or 90% of the average of the three lowest VWAPs over the prior ten trading days) as part of $1.45M aggregate insider/director conversions .
Ownership guidelines/pledging policy:
- The proxy and plans disclose clawbacks; explicit executive share ownership guidelines and pledging prohibitions were not disclosed. The 2025 Plan explicitly subjects awards to clawback policy and applicable laws .
Employment Terms
Key contract economics and retention provisions (CFO Employment Agreement effective Nov 15, 2023):
- Base salary: $250,000; participation in broad-based employee benefits .
- One-time equity sign-on: 50,000 RSUs with three-year time-based vesting schedule starting March 2024 .
- Severance: 12 months salary continuity, COBRA coverage, and full vesting of all equity grants upon termination without cause or resignation for good reason, contingent on delivering restrictive covenants (non-compete, non-solicit, confidentiality/invention assignment) and a release .
- Change-in-control treatment: Omnibus Plans specify accelerated vesting/exercisability or cash-out of awards when not assumed by an acquirer; performance awards treated at target or based on actual performance depending on period elapsed .
- Clawbacks: Awards are subject to mandatory recoupment under Company clawback policy and applicable law .
Board Governance
Board service history, committee roles, and independence:
- Director since 2023 (Class II); re-elected Oct 29, 2025 with 13,306,269 votes for, 125,609 withheld, and 9,144,123 broker non-votes .
- Committees: Audit Committee (Blount Chair; Salvucci Sr. member), Compensation Committee (Salvucci Jr. Chair; Salvucci Sr. and Blount members), Nominating (Salvucci Jr. Chair; Blount and Salvucci Sr. members). Trotter, as a management director, is not listed on these committees and is not independent under NYSE American standards .
- Board activity: Seven meetings in fiscal 2024; each director attended >75% of applicable meetings .
- Dual-role implications: The CFO serving concurrently as a director raises independence considerations; NYSE American requires a majority-independent board and independent-only membership on Audit and Compensation committees, which EON complies with .
Director compensation:
- Non-employee director program: $75,000 annual retainer; RSU grant equal to $75,000 (vesting at first anniversary); chair retainers: Chairman $50,000, Audit Chair $25,000, Compensation Chair $20,000, Nominating Chair $15,000. Executives (including Trotter) do not receive separate director compensation; NEO compensation is reported in the SCT .
Shareholder votes and plan capacity:
- 2025 Omnibus Incentive Plan approved Oct 29, 2025 (12,740,133 for; 614,688 against; 77,057 abstain; 9,144,123 broker non-votes); 4,587,007 shares reserved, with explicit no-repricing without shareholder approval .
Compensation Committee Analysis
- Committee composition: All independent directors; Compensation Chair is Joseph V. Salvucci, Jr.; members Salvucci Sr. and Blount .
- Advisor: Pearl Meyer retained since 2022; affirmed independent by the committee, with the committee controlling engagement and compensation .
- Charter responsibilities include CEO and executive officer compensation review, incentive/equity plan administration, and producing compensation disclosures .
Related-Party Transactions and Red Flags
- Insider financings: 2024 insider warrants (CFO) and 2025 insider convertible notes (including CFO) potentially introduce future share supply upon conversion/exercise .
- Equity pledging: Issuance of pledge shares to insiders (including Trotter) to support collateral arrangements with FIBT indicates pledging use—a misalignment risk in many governance frameworks .
- Founder pledge/backstop mechanics (not specific to Trotter) added significant share/warrant issuance and anti-short provisions for founders during 2023–2024 integration steps .
Equity Instruments and Vesting Detail
| Instrument | Grant/Issue | Quantity | Price/Terms | Vesting/Exercise | Notes |
|---|---|---|---|---|---|
| RSUs (sign-on) | March 2024 | 50,000 | — | 1/3 each anniversary over 3 years | Board-approved; service-based |
| Stock Options | Mar 12, 2024 | 50,000 | $2.02 strike | Unexercisable as of 12/31/2024 | Expire Mar 11, 2034 |
| Insider Warrants | Mar/Apr 2024 | 100,000 + 100,000 | Private placement warrant terms | — | Issued for $100,000 cash each + promissory notes |
| Convertible Note | May 2025 | n/a (aggregate insiders $1.45M) | 7.5% interest; convert ≥$0.25 or 90% of average of 3 lowest VWAPs in prior 10 days | Convertible anytime after issuance | Matures Jan 31, 2028 |
Investment Implications
- Alignment: Material equity exposure via RSUs, options, warrants, and convertible notes creates upside alignment; however, the pledge shares and the presence of insider convertible notes/warrants introduce potential future selling pressure and dilution as instruments vest/convert/exercise .
- Retention/termination risk: CFO severance grants full equity vesting alongside 12 months salary—strong retention but potentially costly to terminate and shareholder-unfriendly in downturns. Clawbacks mitigate misconduct but do not address vesting generosity .
- Governance: Dual role (CFO + Director) is not independent; EON mitigates via independent-only committees, but oversight optics remain sensitive. Shareholders should monitor independence and committee rigor (e.g., Pearl Meyer use and charter adherence) .
- Plan capacity/dilution: The 2025 Plan reserves ~4.59M shares with no-repricing protection; combined with legacy 2023 Plan, this enables significant equity-based incentives to drive performance but also creates dilution risk if not tied to robust targets and vesting outcomes .
- Execution risk: Despite a strong Q3 2025 turnaround (record net income and deleveraging), prior going-concern warnings and internal control weaknesses (FY 2024 10-K) point to ongoing operational/financial reporting risks; the finance function led by the CFO is central in remediating these .
Overall, the CFO’s package leans heavily toward equity and service-based vesting with generous severance acceleration, combined with personal financings (warrants, convertibles) and pledging—investors should watch for Form 4 activity, conversions, and adherence to clawback/ownership policies, while assessing whether future performance awards under the 2025 Plan are tightly tied to tangible production, EBITDA, and TSR outcomes .