Andrew L. Lewis

About Andrew L. Lewis

Vice Admiral Andrew L. Lewis, USN (Ret.), age 62, has served as an independent director of Empire Petroleum since April 2022. He retired in 2021 after a distinguished 36-year U.S. Navy career including senior operational and strategic roles; he is a 1985 graduate of the U.S. Naval Academy and formerly served as Senior Vice President of Policy and Projects for Business Executives for National Security (BENS), a national-security focused non-profit. His board biography highlights leadership in complex organizations, government relations and public policy, and the “military equivalent” of start-up experience, positioning him as a strategic contributor to Empire’s growth plans .

Past Roles

External Roles

Board Governance

• Independence: The Board determined all directors except CEO Michael R. Morrisett are independent under NYSE American standards; Andrew L. Lewis is independent .
• Committee assignments: Member, Audit Committee; the Audit Committee is chaired by J. Kevin Vann, with Mason H. Matschke and Andrew L. Lewis as members. He is not listed on Compensation or Operations committees .
• Financial sophistication: The Board determined both Matschke and Lewis can read and understand fundamental financial statements and are financially sophisticated under NYSE American rules; Vann is the audit committee financial expert .
• Board meetings and attendance: The Board met 4 times in 2024; each director attended at least 75% of Board and applicable committee meetings, and all directors attended the 2024 annual meeting . The Audit Committee met 4 times in 2024; Compensation met 4 times; Operations met “numerous” times .
• Executive sessions: Each regularly scheduled Board meeting includes an executive session of non-management directors, chaired by the independent, non-executive chairman .

Fixed Compensation

• Director pay framework (non-employee directors):

  • Annual cash retainer: $80,000
  • Committee service retainer: $3,000 per quarter per committee
  • In-person Board meeting fee: $2,500 per meeting
  • Chairman of the Board (if non-employee): additional $9,000 per quarter (waived by Mr. Mulacek in 2024)
  • Annual equity: restricted stock units (RSUs) for up to 10,000 shares (June to June service period)

• 2024 actual fees (Andrew L. Lewis): He earned $99,500 in cash fees; no equity awards were granted to non-employee directors in 2024 .

Performance Compensation

• Equity award framework:
  • Annual non-employee director RSUs: up to 10,000 shares; service period June–June
  • Stock options for directors generally vest in four equal quarterly installments beginning with the first quarter after grant
• 2024 grants: Non-employee directors did not receive any equity awards in 2024 .
• Outstanding director equity (as of 12/31/2024): Each director had outstanding stock options with exercise price $11.83; Andrew L. Lewis: 40,000 options outstanding .

Other Directorships & Interlocks

• Other public company directorships: None disclosed for Andrew L. Lewis in the proxy biography .
• Committee roles at other companies: None disclosed .
• Network interlocks: Not disclosed for Lewis; note Empire’s significant transactions with Chairman Phil E. Mulacek and Energy Evolution Master Fund (a >5% holder) as related parties overseen by the Audit Committee .

Expertise & Qualifications

• Leadership and operations: Extensive executive-level leadership in complex organizations (U.S. Navy), including fleet command and NATO joint force command .
• Government relations and public policy: Noted expertise and prior senior role in BENS .
• Financial sophistication: Determined by Board to be able to read and understand fundamental financial statements; financially sophisticated under NYSE American rules .
• Education: U.S. Naval Academy, Class of 1985 .

Equity Ownership

• Beneficial ownership (as of 4/21/2025): Andrew L. Lewis beneficially owns 83,220 shares, less than 1% of class; includes options to purchase 40,000 shares and restricted stock units for 10,000 shares .
• Shares outstanding: 33,712,727 common shares outstanding on the record date for the 2025 annual meeting .

• Section 16 compliance: The company noted timely Section 16 compliance in 2024 except for EEF (one report two days late) and Mr. Mulacek (several minor corrections/late filings); no delinquencies noted for Andrew L. Lewis .

Governance Assessment

• Board effectiveness: Lewis serves on the Audit Committee alongside an SEC-defined audit committee financial expert (Vann), contributing to oversight of financial reporting, risk, and related-party transaction approvals; Board is majority independent (5 of 6) with a separate chair and CEO, and regular executive sessions, supporting robust governance .
• Independence and engagement: Lewis is independent; Board met 4 times, committees met regularly, and directors met attendance thresholds and attended the 2024 annual meeting—indicative of engagement .
• Director pay and alignment: 2024 director compensation was cash-heavy (no equity grants to directors); policy allows annual RSUs and provides meeting/committee fees; Lewis held 40,000 options outstanding at $11.83, and 10,000 RSUs included in beneficial ownership—moderate equity alignment but limited new equity in 2024 .
• Compensation governance: Compensation Committee met 4 times, did not retain a compensation consultant (the Committee has authority to do so); it recommends non-employee director pay to the Board—lack of external benchmarking may be viewed cautiously by some investors .
• Conflicts and related-party exposure: Multiple significant related-party transactions with Chairman Mulacek and Energy Evolution Master Fund (bridge loans, share issuances, warrants, options on interests, shared services, conversion of notes) approved by the Board/Audit Committee; while independent directors oversee related-party transactions per charter, the scale and frequency of transactions represent a governance risk to monitor .
• Hedging/pledging policy: Insider Trading Policy prohibits trading while aware of MNPI and short sales; hedging transactions are not otherwise prohibited, and pledging/margin use requires Board pre-clearance under specified borrowing thresholds—this is less restrictive than many peers and a potential red flag for alignment .
• Shareholder sentiment (context): Say-on-pay support was ~93.8% at the 2024 annual meeting, signaling broad investor support for executive compensation; not directly about director pay, but reflects general governance confidence .

RED FLAGS

• Related-party transactions concentration with Chairman and >5% holder (EEF), despite Audit Committee oversight—ongoing conflict-of-interest risk to monitor .
• Hedging permitted (not broadly prohibited) and pledging allowed with Board pre-clearance—potential misalignment with best-practice policies .
• No dedicated Nominating Committee; independent directors handle nominations—acceptable but not optimal structure for some investors .
• No compensation consultant retained by Compensation Committee—may reduce external benchmarking rigor .