Bryan Lawrence
About Bryan H. Lawrence
Bryan H. Lawrence (age 83) joined Epsilon Energy Ltd.’s Board on November 14, 2025, concurrent with the Peak Companies acquisition closing. He is founder and managing member of Yorktown Energy Partners, previously a Managing Director at Dillon, Read & Co. Inc. (1966–1997), and holds a B.A. from Hamilton College and an M.B.A. from Columbia University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Yorktown Energy Partners | Founder and Managing Member | c. 1997–present | Led private equity investments in energy companies . |
| Dillon, Read & Co. Inc. | Managing Director | 1966–1997 | Senior investment banking leadership until merger with SBC Warburg . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Ramaco Resources, Inc. | Director | Not disclosed | Public company directorship . |
| Riley Exploration Permian, Inc. | Director | Not disclosed | Public company directorship . |
| Hallador Energy Company | Director | Not disclosed | Public company directorship . |
| Kestrel Heat LLC (GP of Star Group, L.P.) | Director | Not disclosed | Public company-related governance (Star Group, L.P.) . |
Board Governance
- Appointment and committee assignments: Appointed to Epsilon’s Board effective November 14, 2025; designated to serve on the Compensation, Nominating & Corporate Governance Committee and the Conflicts Committee .
- Independence status: Not explicitly stated for Lawrence in the 8-K or DEFM14A; designee status from Sellers (Yorktown) implies potential related-party ties; the company notes committee independence historically, but independence determinations for Seller designees are subject to compliance and qualification requirements .
- Board meeting cadence and attendance context (pre-appointment): In 2024 the Board held 10 total meetings (4 Board, 2 Compensation/NCG, 4 Audit); listed incumbent directors attended all assigned meetings. Lawrence’s attendance is not applicable for 2024 as he was not yet on the Board .
Fixed Compensation
Epsilon’s director compensation program (as of Jan 1, 2023):
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $55,000 | Paid quarterly. |
| Annual equity grant (share-based award) | $65,000 | Valued at prior year-end share price; vests evenly over 3 years. |
| Chairman of the Board cash fee | +$40,000 | Additional to retainer. |
| Audit Committee Chair cash fee | +$15,000 | Additional to retainer. |
| Compensation/NCG Chair cash fee | +$10,000 | Additional to retainer. |
| Meeting fees | None disclosed | Quarterly compensation covers services; expenses reimbursed. |
| D&O insurance | $30M limit; $1.5M retention; ~$350k annual premium | Re-bid annually; not allocated between directors/officers. |
Note: 2024 director compensation tables list incumbents only; Lawrence was appointed in Nov 2025 and is not included in 2024 totals .
Performance Compensation
| Element | Structure | Metrics/Terms |
|---|---|---|
| Director share-based awards | $65,000 annual grant; vests pro rata over 3 years | No options outstanding for directors; no performance metrics disclosed for director equity; equity valued at prior year-end share price . |
Other Directorships & Interlocks
| Company | Sector | Potential Interlock Risk |
|---|---|---|
| Ramaco Resources, Inc. | Coal/Materials | Overlap with energy sector; monitor for supplier/customer ties (none disclosed) . |
| Riley Exploration Permian, Inc. | Oil & Gas E&P | Same industry as Epsilon; potential information flow/interlocks; no transactions disclosed . |
| Hallador Energy Company | Energy | Sector adjacency; no related-party dealings disclosed with Epsilon . |
| Star Group, L.P. (via Kestrel Heat LLC GP) | Energy distribution | Governance overlap; no transactions disclosed . |
Expertise & Qualifications
- Energy private equity leadership (Yorktown) and long-tenured investment banking background (Dillon Read), with multiple public company board roles in energy, indicating capital markets and sector expertise .
- Academic credentials: Hamilton College (B.A.) and Columbia University (M.B.A.) .
Equity Ownership
- Transactional share issuance: At Closing of Peak acquisitions, Epsilon issued 5,681,489 common shares to Peak sellers; contingent issuance up to 2,500,000 additional shares or $6.5 million cash based on regulatory timing .
- Post-transaction ownership distribution: Sellers (Yorktown-affiliated) expected to own ~21% of fully diluted shares at Closing; up to ~28% if maximum contingent shares are issued post-Closing .
- Lock-up framework: Yorktown IX/X/XI are designated “Lock-Up Parties” under Lock-Up Agreements executed at Closing, supporting alignment and market stability post-issuance .
Individual beneficial ownership for Lawrence at Epsilon is not disclosed in the cited filings; he is identified as Sellers’ representative/affiliated via Yorktown in transactional documents .
Governance Assessment
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Positive signals:
- Deep energy investing and board experience across multiple public companies, bringing capital allocation and governance depth to Epsilon .
- Lock-up agreements with Yorktown funds can align near-term incentives and mitigate immediate sell-down risk post-transaction .
- Addition to Compensation/NCG Committee suggests engagement in governance, nomination quality, and pay policy oversight .
-
RED FLAGS / risks:
- Related-party exposure: Lawrence is a designee of Sellers (Yorktown) in a material share issuance and asset acquisition; his simultaneous appointment raises conflict considerations, especially with his placement on the Conflicts Committee .
- Independence ambiguity: No explicit Nasdaq independence determination disclosed for Lawrence; Seller affiliation and Yorktown’s significant ownership may impair perceived independence until formally assessed .
- Multi-board commitments: Service on several energy company boards could introduce interlocks or time constraints; no direct related-party transactions disclosed with Epsilon, but sector overlap warrants ongoing monitoring .
-
Implementation considerations:
- Ensure robust Conflicts Committee procedures and recusals on matters involving Yorktown or Peak legacy interests; disclose independence determinations in the next proxy .
- Transparently align director equity grants and lock-up terms with long-term shareholder value and clear vesting; maintain prohibition on option repricing and pledging per governance best practices (no pledging policy excerpt found; monitor next proxy for updates) .
Attendance, director-specific compensation paid, and beneficial ownership details for Lawrence at Epsilon are not disclosed in the available filings and should be provided in the 2026 proxy cycle .