Matthew E. Watson
About Matthew E. Watson
Matthew E. Watson is Chief Accounting Officer (CAO) of Empire Petroleum (EP), appointed on September 1, 2024. He is a 44-year-old Certified Public Accountant with over 20 years of oil & gas accounting and financial reporting experience, and holds a BBA in Accounting and Management from Evangel University . As of his initial Form 3 filing on September 10, 2024, he reported no beneficial ownership of EP securities . Company performance context: EP’s TSR from a fixed $100 investment was $102 (2022), $91 (2023), and $63 (2024); revenues were $53.2m (FY22), $40.1m (FY23), and $44.0m (FY24), with negative EBITDA in FY23–FY24 (see tables below) *.
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Command Energy, LLC | Executive Vice President of Accounting & Finance | Jan 2021–Aug 2024 | Led accounting and financial reporting for an E&P company . |
| Citizen Energy Holdings, LLC; Mid-Con Energy Partners, LP | Accounting/financial consulting (various assignments) | Oct 2019–Jan 2021 | Provided accounting and financial consulting to E&P firms . |
| Midstates Petroleum Company, Inc. | Controller | Jul 2015–Sep 2019 | Controller responsibilities for E&P operations . |
| Samson Resources; Grant Thornton LLP | Various accounting roles | Prior to 2015 | Early-career roles in industry and public accounting . |
External Roles
| Organization | Role | Years |
|---|---|---|
| Not disclosed in filings reviewed | — | — |
Fixed Compensation
| Component | Terms |
|---|---|
| Base salary ($) | $230,000 per year . |
| Target bonus (%) | Not disclosed . |
| Guaranteed bonus ($) | $20,000 minimum; additional annual bonus at Board discretion . |
| Perquisites | Not disclosed . |
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual cash bonus | Discretionary Board determination | Not disclosed | Not disclosed | $20,000 guaranteed minimum; additional at discretion | Cash (timing not disclosed) |
| RSUs (grant on 9/1/2024) | Service (time-based) | 100% | 15,000 shares | In progress | Equal installments on 9/1/2025, 9/1/2026, 9/1/2027 |
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Beneficial ownership (initial) | Reported “No securities are beneficially owned” on Form 3 filed 9/10/2024 . |
| RSU grant | 15,000 RSUs vesting 5,000 on each of the first three anniversaries of 9/1/2024 . |
| Options | None disclosed for Watson . |
| Exercisable vs. unexercisable options | Not applicable (no options disclosed) . |
| Shares pledged as collateral | Not disclosed for Watson; 2023 proxy noted pledging by another executive, not Watson . |
| Stock ownership guidelines | Not disclosed . |
| Clawback | Company clawback applies to incentive-based compensation for 3 years preceding a required restatement; covers revenue, net income, EBITDA, stock price, TSR . |
Employment Terms
| Term | Detail |
|---|---|
| Start date | September 1, 2024 . |
| Role | Chief Accounting Officer; reports to CEO Michael R. Morrisett . |
| Contract term/expiration | Not disclosed . |
| Severance provisions | Not disclosed for Watson . |
| Non-compete/non-solicit/garden leave | Not disclosed for Watson . |
| Change-of-control treatment (plan-level) | If awards are not honored/assumed by a successor, options/RSUs/performance awards accelerate and pay within 30 days; if “Alternative Awards” are provided, double-trigger applies: involuntary termination not for Cause or termination for Good Reason within 2 years post-CoC leads to waiver/lapse of restrictions . |
| Golden parachute tax (280G) | If accelerated awards constitute parachute payments over 3× base amount, a 20% excise tax may apply; company deduction denied on excess; no gross-up disclosed . |
| Forfeiture/clawback conditions | Awards may be reduced/cancelled/recouped for specified events; plan subject to company clawback policy . |
Company Performance Context
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenue ($) | 53,172,375 | 40,071,504 | 43,991,830 |
| EBITDA ($) | 13,027,880* | -6,772,536* | -2,402,447* |
| Net Income ($) | 7,084,130 | -12,469,605* | -16,197,989* |
Values marked with an asterisk were retrieved from S&P Global.
Pay vs. Performance (TSR reference from Proxy)
| Measure | 2022 | 2023 | 2024 |
|---|---|---|---|
| Value of $100 initial investment based on TSR | $102 | $91 | $63 |
| Net Income ($) | 7,084,130 | -12,469,605 | -16,197,989 |
Say-on-Pay & Shareholder Feedback
| Year | Outcome |
|---|---|
| 2023 | Say-on-pay approved by over 97.8% of votes cast; over 99.8% excluding abstentions . |
| 2024/2025 | Annual say-on-pay proposals presented per proxies; outcomes not disclosed in cited sections . |
Investment Implications
- Alignment and retention: Watson’s compensation is primarily fixed cash with a small, time-based RSU grant (15,000 shares) vesting over three years, fostering retention but with limited explicit performance linkage beyond discretionary bonuses . The company’s clawback policy adds governance discipline over incentive-based pay tied to financial metrics and market measures .
- Insider selling pressure: Vesting dates on 9/1/2025, 9/1/2026, and 9/1/2027 create potential liquidity events; no pledging or sizable holdings disclosed for Watson, which limits immediate selling pressure signals .
- Change-of-control economics: Plan-level provisions provide double-trigger protection for Alternative Awards and full acceleration if awards are not assumed, which can enhance retention through transaction uncertainty while raising potential dilution considerations in a sale scenario .
- Execution risk: As CAO, Watson’s impact is through financial reporting rigor and controls rather than direct operational metrics; EP’s negative EBITDA and net losses in FY2023–FY2024 underscore the need for disciplined cost and reporting oversight during the turnaround and growth initiatives discussed in proxies *.