David Winn
About David Winn
David Winn (age 62) is an independent director of Epsilon Energy Ltd. (EPSN) since January 2021, following a 36‑year career in public accounting including Audit Partner at Grant Thornton LLP (2003–2020), Director at PricewaterhouseCoopers LLP, and Partner at Arthur Andersen LLP. He serves as Chair of the Audit Committee and is deemed independent under Nasdaq listing requirements; he attended 100% of his applicable Board and committee meetings in 2024 (8/8). His biography emphasizes SEC reporting expertise and extensive audit leadership, aligning him with “financially literate” criteria for audit oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Grant Thornton LLP | Audit Partner | 2003–July 2020 | Led audits; department head; industry program leader; engagement partner; quality control reviewer; relationship partner; extensive SEC reporting exposure |
| PricewaterhouseCoopers LLP | Director | Not disclosed | Senior leadership responsibilities; public-company reporting experience |
| Arthur Andersen LLP | Partner | Not disclosed | Audit and advisory leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No current public company directorships disclosed beyond EPSN |
Board Governance
- Independence: The Board determined Winn is independent under Nasdaq rules (one of five independent directors out of six) .
- Committee assignments: Audit Committee Chair; committee includes John Lovoi and Jason Stankowski; all members independent and financially literate .
- Attendance: 2024 total Board+committee attendance 8/8 for Winn; the Board held 10 meetings across Board/committees (4 Board, 2 Compensation, 4 Audit) .
- Executive sessions: Non‑management directors routinely meet in executive session after Board meetings .
- Years of service: Director since January 2021 .
| Committee | Role | 2024 Meetings Attended | Committee Activity Notes |
|---|---|---|---|
| Audit | Chair | Included in Winn’s total 8/8 | Audit Committee met 4 times; oversees financial reporting, auditor independence, risk management, and cybersecurity process evaluations |
| Compensation, Nominating & Corporate Governance | Not a member | — | Committee met 2 times; Winn is not listed as a member |
| Conflicts | Not a member | — | Members are Stephens, Stankowski, Maddox; Winn is not listed |
Fixed Compensation
| Year | Component | Amount (USD) | Detail |
|---|---|---|---|
| 2024 | Annual Board cash retainer | $55,000 | Fixed for directors since Jan 1, 2023 |
| 2024 | Audit Committee Chair cash fee | $15,000 | Additional annual cash fee |
| 2024 | Total cash fees earned | $70,000 | Fees Earned for Winn per Director Compensation table |
Performance Compensation
| Year | Component | Measurement/Valuation | Amount (USD) | Vesting | Outstanding (12/31/2024) |
|---|---|---|---|---|---|
| 2024 | Annual director equity grant | Valued at prior year‑end share price | $65,000 | Vests evenly over three years | — |
| 2024 | Stock awards value vested | — | $70,701 | Value vested during 2024 | — |
| As of 12/31/2024 | Unvested share units | — | — | — | 22,266 units; MV $138,272 |
- Structure: Director equity awards are time‑based RSUs; no performance metrics (e.g., TSR, EBITDA) disclosed for director equity grants .
- Options: No option‑based awards outstanding for directors .
Other Directorships & Interlocks
| Director | External Public Boards | Interlocks with EPSN Stakeholders |
|---|---|---|
| David Winn | None disclosed | None disclosed |
Expertise & Qualifications
- Financial reporting and auditing expertise; extensive SEC reporting experience (registration statements; annual/quarterly filings) .
- Audit Committee leadership and oversight breadth, including auditor independence, public disclosure controls, risk management, and cybersecurity process evaluation .
- Classified as financially literate and independent; suited for Audit Committee chair responsibilities under SEC and Nasdaq standards .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| David Winn | 32,901 | <1% | As of April 22, 2025; address c/o Epsilon |
| Unvested director equity (Winn) | 22,266 units | — | Market value $138,272 at 12/31/2024 |
| Options | — | — | No options outstanding |
- Shares outstanding at Record Date: 22,017,405 common shares .
- Hedging/pledging: Directors prohibited from hedging, shorting, holding in margin accounts, or pledging EPSN securities under Insider Trading Policy .
Governance Assessment
- Strengths: Independent Audit Chair with deep audit/SEC experience; perfect 2024 attendance (8/8); clear prohibition on hedging/pledging; no indebtedness, no related‑party transactions involving Winn disclosed; Audit Committee active with quarterly cadence and cybersecurity oversight .
- Pay mix: Balanced cash/equity (2024: $70k cash; $65k equity) supports alignment while avoiding excessive cash guarantees; equity vests over 3 years, promoting longer‑term horizons .
- Potential gaps: Director equity is time‑based without disclosed performance metrics (no TSR/financial targets), offering alignment via ownership but limited pay‑for‑performance linkage specific to directors .
- Conflicts: None disclosed—no indebtedness, no material transactions; Winn’s prior auditor affiliations are historical and unrelated to current auditor (BDO USA, P.C.) .
- Board process notes: The Board does not conduct regular formal assessments of directors/committees and has no written Board mandate, relying on periodic reviews and informal evaluations; no director term limits, though independence ratio is monitored . These practices may be viewed as acceptable for a smaller board but could draw governance scrutiny from some institutional investors seeking more formal evaluation structures.
Overall signal: Winn’s profile bolsters investor confidence through independence, audit sophistication, and consistent attendance; compensation structure is modest and equity‑oriented, with strong insider trading restrictions. Limited use of performance‑conditioned director equity and informal Board assessment practices are mild governance drawbacks relative to best‑practice frameworks .