Andrew Williamson
About Andrew Williamson
J. Andrew Williamson (age 37) is Chief Financial Officer of Epsilon Energy Ltd. (EPSN), serving since July 2022. He holds a BBA in Finance and a BA in Political Science from Southern Methodist University, and previously worked in energy strategy and finance roles; he also serves as EPSN’s Insider Trading Compliance Officer under its trading policy . Under his tenure window, company results have normalized from 2022 commodity peaks: revenues fell from $69.96M (FY22) to $31.52M (FY24), while EBITDA moved from $53.43M (FY22) to $14.67M (FY24); Cash from Operations declined from $38.01M (FY22) to $16.83M (FY24) ; FY2023 Revenues citation ; FY2024 Revenues citation ; FY2022 CFFO citation ; FY2023 CFFO citation ; FY2024 CFFO citation ]. EPSN’s TSR measure (value of $100 investment) improved to $103.23 in 2024 from $80.39 in 2023 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Merlon International, LLC | Corporate Development Manager; then VP Finance (CFO) | 2012–early 2019 | Finance leadership at privately held E&P; upstream focus |
| Petrosantander Inc. | Corporate Strategy Manager | Not disclosed | Corporate strategy for energy operations |
| Oliver Wyman; Accenture | Management Consulting (energy) | Not disclosed | Transaction due diligence, growth strategy, cost reduction for energy clients |
External Roles
(No external directorships or external roles were disclosed in the cited materials for Mr. Williamson.)
Fixed Compensation
| Component | 2022 | 2023 | 2024 | Notes |
|---|---|---|---|---|
| Base Salary ($) | $115,000 | $239,000 | $264,000 | Base set at $230,000 upon appointment (July 1, 2022) |
| Board-approved increase (%) | — | 10% increase to CFO base effective Jan 15, 2024 | 3% increase effective Jan 15, 2025 | Annual adjustments approved by Board |
| Target Annual Bonus | $150,000 (target per Employment Agreement) | Not separately stated beyond plan | Not separately stated beyond plan | Plan targets set annually by Comp Committee |
| Actual Bonus Paid ($) | $75,000 | $138,000 | $139,000 |
Performance Compensation
- Annual incentive design: 47% weighting on financial performance, 33% on strategic objectives, and 20% on individual performance; payout range is 50–150% of target .
- Equity is granted as time-based restricted stock; no options outstanding for NEOs as of Dec 31, 2024 .
| Incentive Type | Metric(s) | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual Cash Bonus | Financial (47%), Strategic (33%), Individual (20%) | 100% combined | Target set annually; CFO target $150k per agreement | Actual paid: $75k (2022), $138k (2023), $139k (2024) | N/A |
| RSU Grant (Employment award) | Time-based | — | $250,000 grant value | N/A | 25% at 1-year anniversary (Jul 1, 2023), then 6.25% quarterly to Jul 1, 2026 |
| RSU Grants (2023) | Time-based | — | 45,276 shares at $5.08 (Dec 31, 2023); 23,409 shares at $5.34 (Jul 1, 2023) | N/A | Vest evenly over 3 years |
| RSU Grant (2024) | Time-based | — | 35,588 shares at $6.21 (Dec 31, 2024) | N/A | Vest evenly over 3 years |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (Apr 22, 2025) | 100,843 shares (<1% of outstanding) |
| Ownership breakdown | 50,843 shares held individually; 50,000 shares held by Twin Alces Trust (Williamson as Trustee and beneficiary) |
| Unvested RSUs (Dec 31, 2024) | 96,621 shares; market value $600,016 |
| Stock awards vested value (2024) | $196,459 |
| Options | No option-based awards outstanding (company-wide NEOs) |
| Hedging/pledging | Hedging, short sales, derivative transactions prohibited; no holding in margin accounts or pledging allowed |
| Insider compliance role | Williamson is the designated Insider Trading Compliance Officer |
Employment Terms
| Term | Provision |
|---|---|
| Start date/tenure | Appointed CFO effective July 1, 2022 |
| Employment status | At-will |
| Base salary at hire | $230,000 |
| Target bonus at hire | $150,000 (set annually by Compensation Committee) |
| Initial equity | $250,000 RSU grant; vests 25% at 1 year, then 6.25% quarterly to full vest on Jul 1, 2026 |
| Change-in-control vesting | All outstanding RSUs vest at target upon a Change in Control, provided employment continues through event |
| Severance (agreement) | If terminated without cause or resigns for Good Reason: 24 months’ salary + pro‑rated target bonus |
| Severance/change-in-control (proxy) | If terminated without cause/by good reason, or in conjunction with a change of control: severance equal to 24 months base salary plus target cash bonus (pro‑rated) |
| Clawback | Not specifically disclosed in cited materials |
| Non‑compete / non‑solicit | Not disclosed in cited materials |
Company Performance Context (for Pay‑for‑Performance)
| Metric (USD) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues | $69,962,709 | $30,729,752 | $31,522,775 |
| EBITDA | $53,426,409* | $17,683,336* | $14,668,484* |
| Cash from Operations | $38,005,360 | $18,188,299 | $16,830,279 |
*Values retrieved from S&P Global.
- TSR (value of initial $100 investment): $80.39 (2023) to $103.23 (2024) .
Say‑on‑Pay & Shareholder Feedback
| Meeting | Item | For | Against | Broker Non‑Votes |
|---|---|---|---|---|
| 2025 AGM | Advisory vote on NEO compensation (2024 pay) | 13,186,907 | 45,199 | 1,490,561 |
Additional Governance & Risk Indicators
- Insider trading/pledging policy is strict; hedging, shorting, and pledging EPSN stock are prohibited, which lowers misalignment risk; Williamson oversees compliance as the designated officer .
- No outstanding options for NEOs and use of time‑based RSUs indicates lower equity risk and reduced near‑term exercise/sale pressure versus options .
Investment Implications
- Alignment: Williamson’s growing share ownership (100,843 shares incl. trust) and sizeable unvested RSU balance (96,621 units) create multi‑year retention hooks; pledging is prohibited, reducing downside alignment risks .
- Incentives vs. performance: The bonus framework ties 80% of weighting to financial/strategic outcomes (47%/33%) with a 50–150% payout band, but disclosure lacks specific annual targets/achievement levels; nonetheless, cash bonuses (2023–2024 at ~$138–139k) remained meaningful despite softer industry conditions .
- Contract economics: A robust severance and single‑trigger RSU vesting on change‑in‑control (under the agreement) or severance in conjunction with change of control per proxy could modestly increase deal‑related costs but also ensures continuity and reduces retention risk during strategic events .
- Shareholder support: 2025 say‑on‑pay passed overwhelmingly, suggesting limited immediate governance pressure on compensation practices .