Edward J. DiPaolo

About Edward J. DiPaolo

Edward J. DiPaolo, age 72, has served on Evolution Petroleum’s Board since 2004 and is the Lead Independent Director. He chairs the Nominating & Corporate Governance Committee and serves on the Audit and Compensation Committees. DiPaolo’s background spans senior energy advisory work at Kroll/Duff & Phelps (2011–2023), private equity roles at Growth Capital Partners, and more than 25 years at Halliburton in senior leadership. He holds a B.S. in Agricultural Engineering (1976) and an honorary Doctorate from West Virginia University (2013), and previously served on WVU’s College of Engineering Advisory Board .

Past Roles

External Roles

Board Governance

• Lead Independent Director since 2012; re-elected to this role following each annual meeting .
• Committees: Chair—Nominating & Corporate Governance; Member—Audit; Member—Compensation .
• Independence: Board determined DiPaolo is independent under NYSE American standards .
• Attendance: Board met 7 times in FY2025; each director attended 100% of Board and committee meetings for which they served . FY2023 also disclosed 100% attendance .
• Executive sessions: Non-management directors meet in executive session at each Board meeting .
• Mandatory retirement policy: Directors generally may not stand for re-election after age 75 unless unanimously waived by disinterested directors .

Fixed Compensation

• Program design (non-employee directors): $50,000 annual cash retainer; meeting fees of $1,500/day in-person and $1,000/day by video/phone (max two fees/day); chair retainers: Audit $18,000; Compensation $12,000; Nominating & Corporate Governance $12,000; Investment $12,000; Sustainability $12,000; Reserves $6,000; Chairman of the Board $55,000 .
• DiPaolo’s chair role qualifies for the $12,000 Nominating & Corporate Governance Chair retainer .

Performance Compensation

• Annual equity: Restricted stock awards with ~$100,000 grant-date fair value; time-based vesting (earlier of one year from grant or next annual meeting). No performance metrics for director awards; cash dividends paid on unvested restricted stock .

Other Directorships & Interlocks

• Current public company directorships: None disclosed for DiPaolo; prior public boards listed above .
• Compensation Committee interlocks: None; no officer served on a board/compensation committee of an entity with reciprocal executive overlap .

Expertise & Qualifications

• Executive leadership, financial acumen, M&A, and energy sector expertise; risk management and legal frameworks experience .
• Oilfield services depth from Halliburton; corporate advisory through Kroll/Duff & Phelps .

Equity Ownership

• Beneficial ownership: 314,623 shares; less than 1% of outstanding . Based on 34,647,751 shares outstanding as of Sept 30, 2025 .
• Composition: 297,140 shares directly held; 17,483 time-vested restricted shares vesting on or before Dec 5, 2025 .

• Stock retention policy: Directors must retain 60% of vested awards over trailing 36 months (excluding stock in lieu of cash retainer); all directors and officers were in compliance as of Sept 30, 2025 .
• Insider trading/derivatives: Revised Insider Trading Policy (May 2023); company believes none of its directors have entered derivative transactions linked to company securities; blackout restrictions apply absent 10b5-1 plans .

Fixed Compensation (Program Detail)

• Annual cash retainer: $50,000 .
• Meeting fees: $1,500/day in-person; $1,000/day video/phone; max two fees per day .
• Chair fees: Nominating & Corporate Governance $12,000; Audit $18,000; Compensation $12,000; Investment $12,000; Sustainability $12,000; Reserves $6,000; Chairman $55,000 .

Compensation Structure Analysis

• Mix: High equity component (~$100k restricted stock annually) aligns director incentives with shareholders; cash retainer and chair fees are modest .
• Trend: DiPaolo’s cash decreased from $94,053 (FY2023) to $87,000 (FY2024) to $83,500 (FY2025), while stock awards remained near ~$100k—continued equity-heavy structure .
• No option awards, PSUs, or performance metrics for directors disclosed; equity is time-based vesting only .

Board Meeting & Committee Activity (FY2025)

• Attendance: 100% by each director across Board and their committees .
• Annual meeting attendance: All directors attended 2024 annual meeting .

Say-on-Pay & Shareholder Feedback

Potential Conflicts / Related-Party Exposure

• Audit Committee is authorized to review related-party transactions for potential conflicts .
• Code of Business Conduct & Ethics addresses conflicts, insider trading, FCPA, etc.; no material legal proceedings involving directors disclosed .
• Compensation Committee interlocks: None .
• No director derivative transactions believed to exist per Insider Trading Policy disclosure .

Governance Assessment

• Strengths: Lead Independent Director role; fully independent key committees; 100% attendance; regular executive sessions; explicit risk oversight processes; strong say-on-pay support (94.6%) .
• Alignment: Equity-heavy director pay and stock retention policy (60% of vested awards over 36 months) support ownership alignment; compliance confirmed .
• Independence/Conflicts: Independent status affirmed; no interlocks; audit oversight on related-party transactions .
• Succession/Limits: Mandatory retirement at 75 suggests future refresh needs; DiPaolo at 72 remains eligible, with possible waiver mechanism if needed .
• RED FLAGS: None disclosed regarding attendance shortfalls, related-party transactions, pledging/hedging, option repricing, or legal proceedings .