Robert S. Herlin

About Robert S. Herlin

Robert S. Herlin, age 70, is the founder of Evolution Petroleum and has served as director since September 2003 and Chairman of the Board since January 2009. He is an independent non‑employee director and serves on the Investment, Reserves, and Sustainability Committees. He previously served as interim CEO (Jun 2018–Jul 2019), CEO (2003–Dec 2015), and President (2003–Sep 2014), and brings 40+ years of engineering, energy transactions, operations, and finance experience. He holds B.S. and M.E. degrees in chemical engineering from Rice University and an MBA from Harvard University .

Past Roles

External Roles

Board Governance

• Independence: Board determined Herlin is an independent non‑employee director under NYSE American standards .
• Leadership: Serves as Chairman; Lead Independent Director is Edward J. DiPaolo, elected following annual meetings; independent committees chaired by independent directors .
• Committees (FY 2025): Investment (members: Loyd – Chair, Dozier, Herlin), Sustainability (members: Bierria – Chair, Herlin, Loyd), Reserves (members: Dozier – Chair, Herlin, Loyd) .
• Attendance: Board met 7 times in FY 2025; each director attended 100% of Board and their committee meetings; all directors attended 2024 annual meeting (and 2023 annual meeting in prior year) .
• Executive sessions: Non‑management directors meet in executive session at each Board meeting; outside counsel may attend as requested .
• Mandatory retirement: General policy that directors be <75 years; waiver possible by unanimous vote of disinterested Board members .
• Risk oversight: Board and Audit Committee oversee major risk exposures (operational, financial, IT/cyber, ESG, legal/regulatory, strategic, reputational) .

Meeting Activity Context

Fixed Compensation

• Structure: Cash base retainer $50,000; meeting fees $1,500/day in person and $1,000/day remote (max two fees/day); chair retainers per annum: Chairman of the Board $55,000; Audit Chair $18,000; Compensation Chair $12,000; Nominating & Corporate Governance Chair $12,000; Investment Chair $12,000; Sustainability Chair $12,000; Reserves Chair $6,000 .
• Restricted stock: Non‑employee directors receive restricted stock with fair market value ≈$100,000 awarded at the annual stockholders meeting; typically vests at the earlier of one year from grant date or the next annual meeting .

Director Compensation – Herlin

Performance Compensation

• Director equity is time‑based restricted stock; no director‑specific performance metrics disclosed (e.g., TSR/EBITDA targets are for named executive officers, not directors) .

Director Equity Grants & Vesting

Other Directorships & Interlocks

• Compensation Committee interlocks: None; Company discloses no interlocks or insider participation across entities involving its executives .

Expertise & Qualifications

• Executive leadership, energy industry expertise, mergers & acquisitions, and financial oversight; founding role and experience guiding corporate development through downturns are viewed as instrumental to strategic initiatives .
• 40+ years across engineering, operations, finance in independents and majors; academic ties at Rice University advisory bodies .

Equity Ownership

• Stock retention policy: Directors must retain 60% of vested awards from trailing 36 months (excluding stock in lieu of cash retainers); all directors and executives were in compliance as of Sep 30, 2024 and Sep 30, 2025 .
• Insider trading policy: Revised May 2023; blackout restrictions; Company believes none of the named executive officers or directors have entered derivative transactions linked to Company securities .

Beneficial Ownership (As of Sep 30, 2024)

Holdings Detail (As of Sep 30, 2025)

Insider Trades

Directors receive restricted stock at the annual stockholders meeting (≈$100,000 fair value), consistent with proxy disclosure .

Governance Assessment

• Strengths:

  • Independent status confirmed; 100% attendance across Board/committees in FY 2024 and FY 2025 .
  • Significant ownership and stock retention policy compliance align incentives; directors/executives collectively own ~10.1% (2024) and ~10.5% (2025) of common stock, supporting skin‑in‑the‑game .
  • Board leadership includes Lead Independent Director, regular executive sessions, and robust risk oversight via Audit Committee and full Board .
  • Director compensation mix emphasizes equity alignment (≈$100k restricted stock annually) with transparent retainer/chair fees .

• Potential RED FLAGS / Watch‑Items:

  • Founder and former CEO now Chairman may raise concerns about entrenchment or undue influence despite independence designation; mitigate via Lead Independent Director and independent committee chairs .
  • Interlock: Director of Well Lift, Inc., a private company partially owned by EPM—potential related‑party exposure; Company has policies requiring Board approval of related‑party transactions and Audit Committee review .
  • Compensation structure uses meeting fees and chair retainers; monitor for rising guaranteed cash vs equity over time (FY 2024–2025 totals are flat) .
  • Hedging/derivatives: Company believes none are used by directors; continue monitoring pledging (no explicit pledge policy disclosure found in proxy excerpts) .

• Shareholder engagement and controls:

  • Annual say‑on‑pay frequency recommended “1 Year” by Board .
  • Clawback policy adopted Sep 2023 to recover incentive comp upon restatements (executive‑focused) .
  • Code of Business Conduct and Ethics covers conflicts, insider trading; hotline available; no material legal proceedings involving directors .

Director Compensation Policy Reference