Michael R. Morrisett
About Michael R. Morrisett
Michael R. Morrisett is age 61 and serves as President, Chief Executive Officer and Director; he has also served as the Company’s principal financial officer since May 2024 and previously from January 2015 to April 2023 . He was appointed CEO in March 2023 (no additional compensation for assuming the role), and has been President and a Director since January 2015 . He brings 25+ years of investment banking and oil and gas experience, including partner roles at Total Energy Partners Funds (2012–2018), with deep expertise in financial, accounting, risk management and non-operated asset management . Company financials show revenues of $43.99M in FY 2024 vs $40.07M in FY 2023 and $53.17M in FY 2022, with EBITDA and net income negative in 2023–2024 versus positive in 2022 (see table below) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Empire Petroleum Corporation | President | Jan 2015–present | Strategic vision driving significant growth; financial, accounting, risk expertise to Board |
| Empire Petroleum Corporation | Chief Executive Officer | Mar 17, 2023–present | Continuity of leadership; assumed CEO with no additional compensation |
| Empire Petroleum Corporation | Principal Financial Officer | Jan 2015–Apr 2023; May 10, 2024–present (interim) | Strengthened financial oversight; temporarily resumed PFO role in 2024 |
| Empire Petroleum Corporation | Director | Jan 2015–present | Non-independent executive director providing operational and finance insight |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Total Energy Partners Funds | Partner and other capacities | 2012–2018 | Managed non-operated working interests, contributing sector expertise |
| Investment banking and private oil & gas firms | Executive capacities | Pre-2013 | Brought transactional and capital-markets experience to EP |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $260,000 | $260,000 | $260,000 |
| Target Bonus (% of Base) | 100% | 100% | 100% |
| Actual Bonus Paid ($) | $295,000 | $260,000 | $205,000 |
| All Other Compensation ($) | $22,730 | $21,688 | $10,225 |
| Total ($) | $1,403,655 | $541,688 | $475,225 |
Notes:
- Target annual bonus equals 100% of Actual Base Salary, with actual payout at Board discretion based on performance targets .
Performance Compensation
Equity/Stock Awards (RSUs and stock awards)
| Grant | Shares | Grant-date Fair Value ($) | Vesting |
|---|---|---|---|
| 2022 RSUs | 10,000 | $118,000 | Vested in tranches during 2023–2024; see schedules below |
| 2024/2023 Equity Grants | — | — | No equity awards in 2024 and 2023 |
Option Awards
| Strike ($) | Expiration | Exercisable (#) | Unexercisable (#) | Vesting Details |
|---|---|---|---|---|
| 1.32 | 4/2/2029 | 589,100 | — | Legacy 2019 grant referenced; extended warrants aligned with 2019 Plan |
| 1.40 | 12/31/2030 | 500,000 | — | Granted Dec 31, 2020 under 2019 Plan |
| 11.80 | 8/28/2025 | 20,000 | 10,000 | 10k on Feb 28, 2023/2024/2025 |
| 11.80 | 8/28/2026 | 10,000 | 20,000 | 10k on Feb 28, 2024/2025/2026 |
Vesting schedules and RSU details:
- 2022 RSUs (35,000 outstanding at FY 2022) vest: 10,000 on Mar 31, 2023; 12,500 on Jun 25, 2023; 6,250 on Nov 11, 2023; 6,250 on Jan 30, 2024 . As of FY 2023, 6,250 RSUs remained, vesting Jan 30, 2024; market value $68,688 at last trading day of 2023 .
Pay versus performance design and plan terms
- Annual bonus: target 100% of Actual Base Salary; actual determined at Board discretion based on performance targets .
- 2024 Stock & Incentive Plan: No repricing without shareholder approval; change-in-control treatment requires awards to be honored/assumed/replaced, otherwise service-based awards fully vest and performance awards payout at target; plan subject to clawback policy .
Equity Ownership & Alignment
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Total Beneficial Ownership (shares) | 1,533,883 | 1,652,272 | 1,672,272 |
| Percent of Class | 6.72% | 5.35% | 4.79% |
| Options Included (shares) | 1,099,100 | 1,119,100 | 1,139,100 |
| RSUs Included (shares) | 10,000 | — | 35,000 |
| Shared Voting/Investment Power (spouse) | — | — | 446,180 |
| Shares Pledged as Collateral | 375,000 | — | — |
Notes:
- Employees serving on the Board do not receive additional director compensation .
- No pledge disclosure in 2024/2025 proxies; 2023 proxy disclosed pledging of 375,000 shares .
Employment Terms
| Term | Detail |
|---|---|
| Effective Date | Executive Employment Agreement effective August 18, 2021 |
| Initial Term & Auto-Renewal | 3-year initial term; automatically renews annually unless non-renewal notice given (Company ≥120 days; Executive ≥30 days before term end) |
| Guaranteed Minimum Base Salary | $250,000 per year; additional discretionary salary up to $35,000 subject to Board discretion and funds availability |
| Target Annual Bonus | 100% of Actual Base Salary; actual payout at Board discretion based on performance targets |
| Severance (Company convenience or Good Reason resignation) | Monthly payments of Guaranteed Base Salary for Severance Period plus COBRA-equivalent payments; Severance Period = 12 months if terminated on/before 1st anniversary, increasing by 3 months per consecutive year of service, capped at 24 months; subject to waiver/release and compliance with confidentiality, non-compete, non-solicit and IP covenants |
| Death/Disability | Lump-sum Accrued Amounts (pro rata salary, unpaid reimbursements); equity awards vest/pay per award agreements |
| Change-in-Control (Plan-level) | If awards aren’t honored/assumed/replaced, service-based awards fully vest; performance awards deemed earned at target; specific carve-outs noted; no repricing without shareholder approval; plan subject to clawback policy |
Board Governance
- Independence: The Board determined all directors are independent except Mr. Morrisett (non-independent due to executive role) . Audit and Compensation Committees are solely independent directors, each chaired by an independent director .
- Leadership structure: EP separates Chairman and CEO roles; non-executive chairman provides oversight .
- Attendance: Board held 4 meetings in 2024; each director attended at least 75% of Board/committee meetings; all directors attended the 2024 annual meeting .
- Election and Say-on-Pay: At the June 14, 2024 annual meeting, Morrisett received 15,503,025 “for” votes vs. 416,971 “withheld”; advisory vote on executive compensation passed with 14,931,019 “for”, 985,772 “against” and 3,205 “abstain” .
- Dual-role implications: Morrisett is CEO, President, principal financial officer (interim in 2024), and a director, which concentrates executive authority; independence is mitigated by a majority-independent Board and fully-independent key committees .
Performance Compensation – Vesting and Potential Selling Pressure
| Instrument | Upcoming Vesting Dates | Amount |
|---|---|---|
| Options at $11.80 (2025 expiry) | Feb 28, 2023/2024/2025 | 10,000 per year |
| Options at $11.80 (2026 expiry) | Feb 28, 2024/2025/2026 | 10,000 per year |
| RSUs (from 2022 awards) | Jan 30, 2024 | 6,250 (final tranche) |
- No equity awards were granted to Morrisett in 2023 and 2024 . Upcoming option vesting in 2025–2026 may create exercise-related flows; actual disposition depends on trading windows and personal decisions.
Company Financial Performance
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | 53,172,375 | 40,071,504 | 43,991,830 |
| EBITDA ($) | 13,027,880 * | -6,772,536* | -2,402,447* |
| Net Income - (IS) ($) | 7,084,130 | -12,469,605* | -16,197,989* |
- Values retrieved from S&P Global.
Investment Implications
- Pay-for-performance calibration: Base salary has remained stable at $260k, with variable bonuses ($295k in 2022; $260k in 2023; $205k in 2024) reflecting Board discretion tied to performance targets . Equity awards were concentrated in 2022, with no grants in 2023–2024, suggesting reduced incremental equity dilution from CEO awards in the near term .
- Alignment vs. risk: Significant option holdings across low-strike legacy grants ($1.32/$1.40) and mid-strike grants ($11.80) align long-term incentives; 2023 disclosure of 375,000 pledged shares is a governance red flag that may elevate margin-call risk if maintained, though later proxies do not repeat this pledge .
- Retention and severance economics: Rolling auto-renewal employment term with Severance Period that can scale up to 24 months plus COBRA-equivalent payments provides retention but increases termination cost; plan-level change-in-control terms avoid automatic acceleration if awards are assumed, and clawback policy applies, tempering windfall risk .
- Governance and dual-role: CEO/President/PFO plus director concentration is counterbalanced by a majority-independent Board, independent committee structure, and separation of Chair and CEO; say-on-pay support in 2024 was strong by vote count, indicating investor tolerance for current compensation design .
- Execution track record: Revenues increased from 2023 to 2024, though EBITDA and net income were negative in 2023–2024 versus positive in 2022, highlighting ongoing operational and cost challenges that may influence future bonus outcomes and equity vesting realizations .
Appendices
Outstanding Equity Awards (as of FY 2024)
| Category | Exercisable (#) | Unexercisable (#) | Strike ($) | Expiration |
|---|---|---|---|---|
| Options | 589,100 | — | 1.32 | 4/2/2029 |
| Options | 500,000 | — | 1.40 | 12/31/2030 |
| Options | 20,000 | 10,000 | 11.80 | 8/28/2025 |
| Options | 10,000 | 20,000 | 11.80 | 8/28/2026 |
Security Ownership (Management excerpt)
| Holder | Beneficial Ownership (shares) | Percent of Class |
|---|---|---|
| Michael R. Morrisett (FY 2025) | 1,672,272 (incl. options 1,139,100; RSUs 35,000; 446,180 shared with spouse) | 4.79% |
| Michael R. Morrisett (FY 2024) | 1,652,272 (incl. options 1,119,100) | 5.35% |
| Michael R. Morrisett (FY 2023) | 1,533,883 (incl. options 1,099,100; RSUs 10,000; 375,000 shares pledged) | 6.72% |