Henry Clanton
About Henry Clanton
Henry N. Clanton, age 62, is Chief Operating Officer of Epsilon Energy Ltd., serving since January 2017. He has 30+ years in upstream E&P, spanning drilling, completions, production, and field operations; prior roles include co‑founder/Managing Partner at ARES Energy (14 years) and positions at Schlumberger, ARCO Permian, and Coastal Management Company. He holds an MBA and BS in Petroleum Engineering from Texas A&M University . Company performance indicators relevant to his tenure include total shareholder return (TSR) of $103.23 on a $100 base by year‑end 2024 (vs $80.39 in 2023), and net income of $1,927,800 in 2024 (vs $6,945,153 in 2023) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ARES Energy, Ltd | Co‑founder & Managing Partner | 14 years | Built and managed private E&P start‑up operations across drilling, completions, and production |
| Schlumberger | Various roles | Not disclosed | Technical and field operations experience |
| ARCO Permian | Various roles | Not disclosed | Reservoir and production operations experience |
| Coastal Management Company | Various roles | Not disclosed | Operations and management in upstream E&P |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed in EPSN filings | — | — | — |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary (USD) | $262,500 | $272,000 | $282,000 |
| Cash Bonus (USD) | $117,000 | $92,000 | $123,000 |
| All Other Compensation (USD) | $15,250 | $15,752 | $19,341 |
| Board‑approved 2025 base increase | — | — | 3% increase effective Jan 15, 2025 (amount not disclosed) |
Performance Compensation
- Executive bonus framework ties payouts to: financial performance (47% weighting), strategic objectives (33%), and individual performance (20%); payout ranges 50–150% of target. Individual target percentages are not disclosed .
- Equity awards are primarily time‑based RSUs vesting evenly over three years for Clanton in 2023–2024.
| Incentive Type | Grant Date | Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual Bonus | Annual (2022–2024) | Financial (47%), Strategic (33%), Individual (20%) | 47%/33%/20% | Not disclosed | $117,000 (2022) ; $92,000 (2023) ; $123,000 (2024) | Cash (annual) |
| RSU Award | Dec 31, 2023 | Time‑based RSUs | — | — | 18,111 shares at $5.08 FV | Vests evenly over 3 years |
| RSU Award | Dec 31, 2024 | Time‑based RSUs | — | — | 26,409 shares at $6.21 FV | Vests evenly over 3 years |
| RSU/Share Awards (prior) | Apr 6 & Dec 31, 2022 | Time‑based RSUs | — | — | 12,825 at $6.33; 13,877 at $6.63 | Vests evenly over 3 years |
| Stock Awards Value Vested | 2024 | — | — | — | $88,392 value vested in 2024 | As scheduled |
Equity Ownership & Alignment
| Item | Details |
|---|---|
| Beneficial Ownership | 80,611 common shares (<1% of outstanding) as of April 22, 2025 |
| Outstanding Awards (Unvested) | 43,111 shares unvested; market value $267,719 as of Dec 31, 2024 |
| Options (status) | No outstanding options per 2025 proxy ; prior disclosures show 30,000 options exercisable within 60 days of March 20, 2024 at $5.03, and earlier option expiration date of Jan 30, 2024 noted in proxies |
| Hedging/Pledging | Company policy prohibits hedging, short sales, margin accounts, and pledging by officers/directors |
| Ownership Guidelines | Not disclosed in proxy/10‑K |
Employment Terms
| Provision | Key Terms |
|---|---|
| Employment agreement | COO role since Jan 2017; original offer included salary, annual bonus eligibility, stock options and severance; confidentiality and assignment of inventions provisions |
| Severance | If terminated without cause, by good reason, or in conjunction with change of control: 24 months of base salary plus target cash bonus (pro‑rated) |
| Change‑of‑Control (equity) | Awards subject to definitive transaction agreement; committee may accelerate vesting; non‑employee directors’ awards accelerate in full upon change of control |
| Clawback | Not disclosed in proxy/10‑K |
| Non‑compete/Non‑solicit | Not disclosed in proxy/10‑K |
| Deferred comp/Pension | No deferred compensation or pension plan; 401(k) match up to 5% |
Performance & Track Record
| Metric | 2023 | 2024 |
|---|---|---|
| TSR – $100 initial investment | $80.39 | $103.23 |
| Net Income (USD) | $6,945,153 | $1,927,800 |
- Role scope: Financial and technical management over drilling, completions, production, and field operations; 30+ years industry experience .
- EPSN’s performance graph indicates 2019–2024 cumulative TSR versus S&P Small Cap 600 Energy benchmark; executive compensation “Pay vs Performance” disclosure presented for 2023–2024 .
Compensation Committee Analysis
| Item | Details |
|---|---|
| Committee | Compensation, Nominating & Corporate Governance Committee: Tracy Stephens (Chair), John Lovoi, Nicola Maddox; all independent |
| Responsibilities | Oversees compensation policy, reviews executive pay, equity plans, board nominations and governance principles |
| Consultants | Use of independent compensation consultants not disclosed |
| Peer group/targets | Compensation peer group composition and target percentile not disclosed in 2024–2025 proxies |
| Say‑on‑Pay | Advisory vote proposed; board recommends “FOR”; approval percentages for prior years not disclosed |
Vesting Schedules and Insider Selling Pressure
| Date/Grant | Shares | Vesting |
|---|---|---|
| Dec 31, 2022 grants | 12,825 (Apr 6 at $6.33) and 13,877 (Dec 31 at $6.63) | Vests evenly over 3 years |
| Dec 31, 2023 grant | 18,111 at $5.08 | Vests evenly over 3 years |
| Dec 31, 2024 grant | 26,409 at $6.21 | Vests evenly over 3 years |
| 2024 vested value | — | $88,392 vested value in 2024 |
- Form 4 trading data and any 10b5‑1 plan specifics are not disclosed in proxy/10‑K; hedging and pledging are prohibited, which reduces risk of forced selling via margin .
- No outstanding options as of 2025 proxy; prior options disclosures contradict around early‑2024—proxy shows expiration by Jan 30, 2024 while 10‑K notes 30,000 options exercisable within 60 days of March 20, 2024; monitor subsequent filings for resolution .
Equity Ownership & Dilution Safeguards
| Plan | Authorized | Granted | Remaining |
|---|---|---|---|
| 2020 Equity Incentive Plan | 2,000,000 shares max | 1,323,663 granted as of Dec 31, 2024 | 676,337 available |
- Unvested shares forfeited upon resignation/termination; awards subject to change‑of‑control agreement; transfer restrictions apply .
Investment Implications
- Pay‑for‑performance linkage: Cash bonus framework clearly tied to financial/strategic/individual metrics with defined weightings; Clanton’s mix has shifted toward time‑based equity RSUs that vest over three years, supporting retention but lowering direct performance leverage versus PSUs .
- Retention and change‑of‑control economics: 24 months base salary plus target bonus upon termination without cause/good reason or change‑of‑control is generous for a small‑cap, lowering near‑term attrition risk but increasing potential transaction costs in a sale .
- Selling pressure: With no outstanding options (2025) and RSU schedules that vest quarterly/annually, periodic supply may enter the market from vesting, but hedging/pledging prohibitions reduce forced selling risk; absence of disclosed 10b5‑1 plans suggests monitoring Form 4s around vest dates .
- Alignment: Direct ownership of 80,611 shares (<1%) plus material unvested RSUs indicates moderate “skin in the game,” though lack of disclosed ownership guidelines limits benchmarking; board‑level oversight and independent compensation committee provide governance guardrails .
- Performance context: TSR recovery in 2024 and net income swings highlight commodity sensitivity; COO execution across operations remains central to value creation, but specific project achievements are not detailed in filings .