Marjorie A. Hargrave
About Marjorie A. Hargrave
Independent director since March 2021 (age 61), Chair of the Audit Committee and member of the Compensation and Nominating & Corporate Governance Committees. She brings CFO experience (Hallador Energy Company, 2024–2025), prior CFO roles (Leanin’ Tree) and senior finance roles at Enservco, CTAP, High Sierra Energy, with earlier experience at Black Hills Corporation, Xcel Energy, and Merrill Lynch & Co. She holds a BA in Economics (Boston University) and an MA in Economics (New York University), and is designated the Board’s “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| Hallador Energy Company | Chief Financial Officer | 2024–2025 | Public independent power producer; CFO tenure indicates current, hands-on public company reporting and controls experience |
| Leanin’ Tree, Inc. | Chief Financial Officer | Not disclosed | Private company CFO experience |
| Enservco Corporation; CTAP; High Sierra Energy, LP | Executive/senior finance roles | Not disclosed | Energy sector finance/operations; strengthens risk oversight and capital allocation perspective |
| Black Hills Corporation; Xcel Energy; Merrill Lynch & Co. | Management/associate roles | Not disclosed | Utilities and capital markets exposure; complements audit chair responsibilities |
External Roles
| Organization | Role | Public/Private | Committees/Notes |
|---|---|---|---|
| Hallador Energy Company | CFO (ended 2025) | Public | No director role disclosed; operational finance leadership |
| Enservco Corporation | Prior executive role | Public | No current directorship disclosed for Hargrave (Herlin is director there; see interlocks section) |
| Leanin’ Tree, CTAP, High Sierra Energy | CFO/senior roles | Private | Operational finance and controls |
Board Governance
- Independence: The Board determined Hargrave is independent under NYSE American rules; she also meets SEC audit committee independence requirements and is designated “audit committee financial expert.”
- Attendance: Board met 7 times in FY2025; each director attended 100% of Board and applicable committee meetings (same 100% disclosure for FY2024).
- Committee memberships and activity:
- Audit Committee: Chair (members: Hargrave, Bierria, DiPaolo); met 4 times (FY2025).
- Compensation Committee: Member (Chair: Dozier; members: Dozier, DiPaolo, Hargrave); met 3 times (FY2025).
- Nominating & Corporate Governance: Member (Chair: DiPaolo; members: DiPaolo, Bierria, Hargrave); met 2 times (FY2025).
| Committee | Role | FY2024 Meetings | FY2025 Meetings |
|---|---|---|---|
| Audit | Chair | 4 | 4 |
| Compensation | Member | 5 | 3 |
| Nominating & Corporate Governance | Member | 3 | 2 |
- Executive sessions: Non-management directors meet in executive session generally at each Board meeting.
Fixed Compensation (Director)
Standard non-employee director framework:
- Cash base retainer: $50,000/year.
- Meeting fees: $1,500 per day in-person; $1,000 by video/phone; max two fees per day.
- Chair retainers (annual): Audit $18,000; Compensation $12,000; Nominating $12,000; Investment $12,000; Sustainability $12,000; Reserves $6,000; Chairman of Board $55,000.
Hargrave’s director compensation (USD):
| Component | FY2024 | FY2025 |
|---|---|---|
| Fees earned or paid in cash | $96,637 | $94,090 |
| Stock awards (grant-date fair value) | $101,682 | $99,303 |
| All other compensation (cash dividends on unvested RS) | $7,834 | $8,311 |
| Total | $206,153 | $201,704 |
Performance Compensation (Director)
Directors receive time-vested restricted stock; no performance-vesting metrics are used for director equity.
| Metric/Structure | FY2024 | FY2025 |
|---|---|---|
| Equity grant type | Restricted stock (time-vested) | Restricted stock (time-vested) |
| Approximate annual equity value | $101,682 grant-date fair value | $99,303 grant-date fair value |
| Vesting schedule | Vests at earlier of one year from grant or next annual meeting (Dec 5, 2024/Dec 7 vest for 2024 cohort) | Vests at earlier of one year from grant or next annual meeting (Dec 4, 2025/Dec 5 vest for 2025 cohort) |
| Dividends on unvested shares | Paid in cash (reported as “All Other Compensation”) | Paid in cash (reported as “All Other Compensation”) |
Outstanding director equity at fiscal year-end:
| Date | Unvested RS (#) | Market Value | Vesting Detail |
|---|---|---|---|
| Jun 30, 2024 | 16,807 | $88,573 (at $5.27 close) | Vests by Dec 7, 2024 or Dec 5 annual meeting |
| Jun 30, 2025 | 17,483 | $82,170 (at $4.70 close) | Vests by Dec 5, 2025 or Dec 4 annual meeting |
Other Directorships & Interlocks
- Other public company boards for Hargrave: None disclosed.
- Compensation Committee interlocks: None—no members were officers; no reciprocal interlocks with other entities.
- Note: Another EPM director (Robert S. Herlin) serves on Enservco’s board; no Hargrave interlock identified.
Expertise & Qualifications
- Financial oversight, risk management, cybersecurity, human capital management, corporate strategy; investment banking background; public company finance in energy sector.
- Audit Committee financial expert designation.
- Education: BA Economics (Boston University), MA Economics (New York University).
Equity Ownership
Beneficial ownership (EPM common shares):
| As-of Date | Total Shares | % of Shares Outstanding | Breakdown |
|---|---|---|---|
| Sep 30, 2024 | 76,295 | <1% (outstanding 33,606,532) | 59,488 direct + 16,807 unvested time-vested RS |
| Sep 30, 2025 | 93,778 | <1% (outstanding 34,647,751) | 76,295 direct + 17,483 unvested time-vested RS |
- Stock ownership/retention policy: Directors must retain 60% of vested equity from prior 36 months (excluding stock in lieu of cash); all directors and officers were in compliance as of Sep 30, 2024 and Sep 30, 2025.
- Pledging/hedging: Company believes no directors have entered into derivative transactions; insider trading policy restricts trading during blackout periods except via approved 10b5-1 plans.
Governance Assessment
- Strengths
- Audit Chair with deep CFO and capital markets experience; designated audit financial expert—supports robust oversight of financial reporting, controls, auditor independence.
- Independence affirmed; 100% Board and committee attendance—signals high engagement and accountability.
- Conservative director pay structure with equity aligned to shareholders and retention policy (60% hold requirement).
- Company-level governance safeguards include clawback (adopted Sep 2023), auditor pre-approval policy, related-party oversight by Audit Committee.
- Strong shareholder support on say‑on‑pay (94% in 2024; 96% in 2023), indicating general investor confidence.
- Watch items / potential conflicts
- Outside CFO role at Hallador (2024–2025) could pose time-commitment considerations; no related-party transactions disclosed, and role ended in 2025.
- No explicit disclosure on stock pledging policies (beyond retention and insider trading/derivative restrictions); continue monitoring for any pledging disclosures.
- Red flags observed: None disclosed—no legal proceedings adverse to the Company; no interlocks; no related-party transactions identified involving Hargrave.
Appendix: Reference Metrics and Policies
- Director compensation framework and chair fees: See “Compensation of Directors.”
- Audit, Compensation, Nominating charters and roles: Company governance site references and proxy details.
- Clawback policy (Incentive Compensation Recoupment Policy): Adopted Sept 2023 to comply with NYSE American Section 811 and SEC Rule 10D‑1.