Kelly W. Loyd
About Kelly W. Loyd
Kelly W. Loyd (age 51) is President & CEO of Evolution Petroleum (since Oct 2022; interim CEO Jun–Oct 2022) and has served on EPM’s Board since 2008. He holds a B.S. in Economics with Finance Applications from SMU and an MBA from Rice, with prior roles in energy investment banking and private energy investing (JVL Advisors, Petralis). He chairs EPM’s Investment Committee and serves on the Sustainability and Reserves Committees . Under his tenure, EPM’s cumulative TSR index (base $100 at 6/30/2021) tracked 184.95 in FY2023, 130.66 in FY2024, and 109.35 in FY2025, with net income of $35.2M (FY23), $4.1M (FY24), and $1.5M (FY25) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| JVL Advisors, LLC | Private energy investments | Since 2004 (not otherwise disclosed) | Energy investing experience informing capital allocation and M&A |
| Petralis Energy Partners, LLC | Private energy investments | Since 2004 (not otherwise disclosed) | Sourcing/structuring deals; sector pattern recognition |
| RBC Capital Markets | Energy corporate finance IB | Not disclosed | Transactional finance expertise supporting disciplined capital management |
| Howard Frazier Barker Elliot | Role not specified (IB) | Not disclosed | Corporate finance and advisory capability |
| Jefferies & Co. | Analyst, energy corporate finance | Not disclosed | Early career analytical foundation in energy finance |
| L.A.B. Sports & Entertainment | Founder and controller | Not disclosed | Company-building, controls and operating rigor |
External Roles
No other public-company directorships for Mr. Loyd are disclosed. His external activities primarily consist of private energy investment roles at JVL Advisors and Petralis .
Board Governance (director service, committees, dual-role implications)
- Director since 2008; current committee roles: Chair, Investment Committee; member, Sustainability and Reserves Committees .
- Board structure and independence: Chairman is non-executive (Robert S. Herlin); Lead Independent Director is Edward J. DiPaolo; Audit/Compensation/Nominating committees are fully independent and chaired by independents, mitigating dual-role risks for a CEO-director .
- Attendance: The Board met 7 times in FY2025; all directors attended 100% of their Board and committee meetings .
- Independence: Mr. Loyd is not independent as CEO; the Board’s lead independent structure and independent key committees strengthen oversight .
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Base Salary ($) | 375,000 | 375,000 |
| Target Bonus (% of salary) | 100% | 100% |
| Actual Bonus Paid ($) | 225,000 (60% of target) | 356,250 (95% of target) |
| Other Comp/Benefits ($) | 57,957 (401k match, insurance) | 49,782 |
Notes: Company provides standard benefits to all employees; no perquisites; no defined benefit pension; no non-qualified deferred comp .
Performance Compensation
Long-term incentives emphasize performance equity (TSR relative to peers) with time-based RSUs; structure skews toward at-risk pay.
- LTIP design: 66.7% performance-based (relative TSR vs peer group over 3 years), 33.3% time-based (3-year ratable vesting each Sept 1) .
- FY2025 grants (9/17/2024): time-vested 34,787 shares; performance-based target 69,573 shares; additional 52,180 contingent PSUs for “outperform” TSR (grant-date fair value for time & perf shares $199,330 and $335,342, respectively; PSUs excluded as not probable at grant) .
- FY2024 grants (9/22/2023): time-vested 26,298; performance-based target 52,595; 39,447 contingent PSUs; grant-date fair values $170,148 and $252,456 (PSUs excluded as not probable) .
Detailed annual incentive (STIP) framework and outcomes:
| Year | Metric | Weight | Target/Outperform | Actual |
|---|---|---|---|---|
| FY2025 | Asset Mgmt | 30% | Quantitative company plan | Company performance 95% of target overall; individual target 100% CEO; payout 95% of target |
| Reserve Replacement | 20% | Company plan | See above | |
| TSR | 15% | Relative TSR | See above | |
| Dividend Level | 15% | Board targets | See above | |
| Capital Mgmt | 5% | Targets | See above | |
| ESG | 5% | Targets | See above | |
| Discretionary | 10% | Committee judgment | See above | |
| FY2024 | ESG | 5% | Threshold/Target/Outperform; ISS score & CSR | Outperform (7.5% earned) |
| Adjusted EBITDA | 20% | $42mm Target; $50mm Outperform | 0% earned | |
| Reserve Replacement | 25% | 150% Target; 200% Outperform | 37.5% earned | |
| TSR | 15% | 2nd quartile Target; 1st quartile Outperform | 0% earned | |
| Discretionary | 35% | N/A | 15% earned | |
| Total | 100% | — | 60% payout (CEO bonus $225k on $375k base) |
Peer groups used for benchmarking and TSR (select):
- FY2025 peers (12): AMPY, BRY, EPSN, GRNT, NOG, PED, PHX, REPX, REI, SD, TXO, VTS .
- FY2024 peers (15): FY2025 list plus BTU, KRP, USEG (and minor differences) .
Compensation targeted around median of peer group .
Equity Ownership & Alignment
Aggregate beneficial ownership and composition:
| Metric | Sep 30, 2024 | Sep 30, 2025 |
|---|---|---|
| Total Beneficial Shares | 427,799 | 491,772 |
| Ownership % of Outstanding | 1.3% (33,606,532 SO) | 1.4% (34,647,751 SO) |
| Directly Held | 123,692 | 184,813 |
| Time-vested Restricted (unvested) | 135,122 | 116,235 |
| Performance-based Restricted (unvested) | 168,985 | 190,724 |
Outstanding unvested awards at 6/30/2025 (valuation at $4.70/share):
- Unvested stock awards: 232,290 shares ($1,091,763) .
- Unearned performance-based contingent units: 91,627 units ($430,647) .
- No stock options were listed outstanding for Mr. Loyd at FY2025 year-end .
Trading/pledging/retention policies:
- Stock retention: NEOs and directors must retain 60% of vested awards (36-month look-back for NEOs; 36 months for directors excluding stock in lieu of cash retainers); all directors and officers were in compliance as of Sep 30, 2025 .
- Hedging and pledging: Prohibited; no margin accounts or pledging of EPM securities permitted for directors/officers/employees .
- Insider trading policy and 10b5-1: Open-market transactions during blackout prohibited except via approved 10b5-1 plans .
Insider transactions and selling pressure:
- 11/4/2025 Form 4: 9,649 shares surrendered (Code F) at $4.38 on 10/31/2025 for tax withholding upon vesting; no open-market sale .
- 9/3/2025 and 7/2/2025 Form 4s reflect similar tax-withholding surrenders (e.g., 10,922 shares at $5.16 on 8/29/2025; holdings remained substantial), indicating administrative withholding rather than discretionary selling .
Employment Terms
- Severance/COC: Companywide Change-in-Control (CIC) policy (amended May 2023) provides: if terminated within 1 year post-COC, acceleration of unvested equity (performance awards vest based on performance achieved as of COC date), cash severance equal to 1x base salary + 1x target annual bonus, and one-year continuation of company health subsidy .
- Estimated Kelly W. Loyd CIC package as of 6/30/2025: $750,000 cash; $29,300 benefits; $844,567 equity acceleration; total $1,623,867 (valued at $4.70 per share) .
- Death/Disability equity acceleration estimate: $350,855 (6/30/2025 basis) .
- Clawback: Recoupment policy adopted Sept 2023 consistent with NYSE American Rule 811/SEC Rule 10D-1 .
- Equity grant timing policy: Grants made at or after earnings releases; safeguards against MNPI .
- Benefits and perquisites: Standard employee benefits; no perquisites; no company loans; no defined benefit or non-qualified deferred comp .
- Non-compete/non-solicit/garden leave: Not disclosed in proxy.
Performance & Track Record
- Pay-versus-Performance (CAP and TSR, fiscal year-end 6/30):
- PEO CAP vs TSR: CAP $2.10M (FY23), $0.61M (FY24), $1.26M (FY25); TSR index 184.95 (FY23), 130.66 (FY24), 109.35 (FY25); Net income $35.2M (FY23), $4.1M (FY24), $1.5M (FY25) .
- Incentive alignment trend: Heavy weighting to performance-based equity (two-thirds of LTIP), relative TSR gates, and stock retention requirements demonstrate strong skin-in-the-game structure .
Director Compensation (governance reference)
Non-employee director program (for context): $50k cash retainer, meeting fees ($1.5k in-person; $1k virtual; caps apply), chair retainers (e.g., Audit $18k; Comp $12k; Chairman $55k), plus ~$100k in restricted stock vesting by next annual meeting .
Compensation Structure Analysis (signals)
- Mix and risk: ~67% of LTIP performance-based with 3-year relative TSR targets, plus 33% time-based RSUs; no stock options in outstanding awards for CEO—reduces leverage but maintains long-term alignment .
- Annual bonus rigor: FY2024 STIP paid 60% versus target; FY2025 paid 95%—reflects responsiveness to performance variability and committee discretion .
- Governance controls: Clawback policy in place; hedging/pledging prohibited; grant-timing policy adopted .
Compensation Peer Group (benchmarking)
- FY2025 peer group (12): AMPY, BRY, EPSN, GRNT, NOG, PED, PHX, REPX, REI, SD, TXO, VTS .
- FY2024 peer group (15): includes prior list with BTU, KRP, USEG differences .
- Pay positioning: Company targeted named executive officer total compensation around peer median .
Say-on-Pay & Shareholder Feedback
- Say-on-pay support: ~96% approval in 2023; ~94% approval in 2024—committee viewed support as validation of structure; no material changes made in response .
- Frequency: Board recommends and supports annual vote .
Risk Indicators & Red Flags
- Legal proceedings: None material for directors/executives disclosed .
- Hedging/pledging: Prohibited—mitigates misalignment risk .
- Related-party transactions: Board policy oversight; none flagged in proxy .
- Option repricing: Equity plan prohibits repricing without shareholder approval; minimum 1-year vesting with limited exceptions .
Investment Implications
- Pay-for-performance alignment is strong: two-thirds performance equity with multi-year TSR gates, significant stock retention, and broad-based STIP metrics tie incentives to key value drivers (asset management, reserves, TSR, dividends) .
- Selling pressure risk appears low: recent Form 4s show tax-withholding surrenders (Code F) rather than open-market sales, and pledging is prohibited .
- Governance mitigates dual-role concerns: independent Chair, Lead Independent Director, and fully independent key committees provide counterbalance to CEO-director structure .
- Retention/CIC terms are moderate: 1x salary+target bonus and double-trigger vesting limit windfall risk; clawback enhances discipline .
- Performance sensitivity: FY2024 payout at 60% and FY2025 at 95% signal calibration to business conditions; TSR and earnings volatility highlight execution risk tied to commodity cycles and non-operated asset profile .