Jason Stabell
About Jason Stabell
Jason Stabell is Chief Executive Officer and a director of Epsilon Energy Ltd. (EPSN). He is 50 years old, has served as CEO and director since July 2022, and holds a BA in Economics from Williams College . He has worked in upstream E&P since 1998, previously serving as President & CEO of Merlon International (sold in 2019; advisor until 2021) and earlier as CFO then President of Merlon Petroleum (sold in 2006) . Company TSR (value of a $100 investment) improved from $80.39 in 2023 to $103.23 in 2024, while net income was $6.95M in 2023 and $1.93M in 2024 .
| Attribute | Detail |
|---|---|
| Current roles | CEO and Director, since July 2022 |
| Age | 50 |
| Education | BA, Economics, Williams College |
| Industry experience | Upstream E&P since 1998; CEO Merlon International (sold 2019; advisor until 2021); CFO→President Merlon Petroleum (sold 2006) |
| Company TSR ($100 initial) | 2023: $80.39; 2024: $103.23 |
| Company Net Income | 2023: $6,945,153; 2024: $1,927,800 |
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Merlon International, LLC | President & CEO | Through 2019; advisor 2019–2021 | Led company to sale to a UK-listed acquirer; continued as advisor until 2021 |
| Merlon Petroleum Company | CFO → President | Up to 2006 | Company assets sold in 2006 |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| ESI Energy Services Inc. | Director (prior) | — | Disclosed among prior boards |
| Layline Petroleum, LLC | Director (prior) | — | Disclosed among prior boards |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus ($) | Actual Bonus Paid ($) | Notes |
|---|---|---|---|---|
| 2022 | 150,000 | 200,000 (employment agreement) | 100,000 | Hired July 2022; target bonus pro-rated per agreement |
| 2023 | 311,000 | 200,000 (per agreement) | 184,000 | 3.5% CEO base raise effective Jan 15, 2024 (to inform 2024 base) |
| 2024 | 322,000 | 200,000 (per agreement) | 164,000 | 3% CEO base raise effective Jan 15, 2025 (forward-looking) |
Performance Compensation
- Annual incentive framework (for NEOs): 47% financial performance, 33% strategic objectives, 20% individual; payouts range from 50–150% of target .
| Metric category | Weighting | Target definition | 2024 payout context |
|---|---|---|---|
| Financial performance | 47% | Company financial metrics (discretion by committee) | Actual cash bonus paid: $164,000 |
| Strategic objectives | 33% | Board-set strategic milestones | Integrated into bonus outcome |
| Individual performance | 20% | CEO-specific goals | Integrated into bonus outcome |
Equity Awards — Grants and Vesting
| Grant date | Type | Shares/Value | Vesting | Notes |
|---|---|---|---|---|
| Jul 1, 2022 | RSU | 97,560 shares at $6.15 ($600,000) | 25% at 1st anniversary; then 6.25% quarterly to full vest Jul 1, 2026 | Upfront employment grant |
| Jul 1, 2023 | RSU (stub for 2022 performance) | 56,180 shares at $5.34 | Evenly over 3 years | Awarded in 2023 based on 2022 performance |
| Dec 31, 2023 | RSU (annual) | 108,465 shares at $5.08 ($851,003) | Evenly over 3 years | — |
| Dec 31, 2024 | RSU (annual) | 88,889 shares at $6.21 ($552,001) | Evenly over 3 years | — |
Outstanding/Realized Equity
| As of 12/31/2024 | Unvested shares | Market value of unvested ($) | 2024 value vested ($) |
|---|---|---|---|
| Jason Stabell | 235,235 | 1,460,809 | 471,177 |
- Options: No outstanding option-based awards for NEOs; equity is delivered as shares/RSUs .
Equity Ownership & Alignment
| Holder | Beneficial ownership (shares) | % of outstanding | Detail |
|---|---|---|---|
| Jason Stabell | 628,296 | 2.01% | Includes 470,339 via Sisu Investments, LLC (managing member: Stabell) and 157,957 held individually |
- Pledging/Hedging: Corporate policy prohibits hedging, short sales, holding in margin accounts, or pledging as collateral; insiders aware of MNPI may trade only under compliant Rule 10b5-1 plans .
- Ownership guidelines: Not disclosed in the proxy (no guidelines mentioned) .
Employment Terms
| Term | Provision |
|---|---|
| Employment status | At-will; CEO of Company and Parent |
| Start date | July 1, 2022 |
| Severance (without cause / for Good Reason) | 24 months base salary + pro‑rated target cash bonus; time-based equity vests; performance equity pays based on actual performance; COBRA premium contribution for 12 months (CFO differs; CEO is 12) |
| Change-in-control (within 12 months of CoC) | Lump sum: 24 months base salary + pro‑rated target bonus; COBRA premium contribution for 18 months; time-based equity vests; performance equity based on actual performance |
| 280G treatment | Best-net cutback to avoid excise tax if beneficial |
| Clawback | Subject to company recoupment policy, incl. financial restatements; offsets permitted |
| Confidentiality/Cooperation | Confidentiality, non-disparagement, and cooperation covenants; inventions/PIIA agreement required |
| Trading/Insider policy | 10b5‑1 plan use when in possession of MNPI; hedging/pledging prohibited; blackout periods designated by CFO as Compliance Officer |
Board Governance
- Board service: Director since July 2022; not independent (serves as CEO) .
- Committees: All three committees (Audit; Compensation, Nominating & Corporate Governance; Conflicts) are fully independent; Stabell is not listed as a member of these committees .
- Attendance: 10 of 10 Board and committee meetings attended in 2024 .
- Board composition: Six directors; majority independent (Lovoi, Stephens, Stankowski, Winn, Maddox) .
- Director pay (context): Non‑employee directors receive $55,000 cash + $65,000 stock annually; chair premiums apply; executives (incl. CEO) are not in the director compensation table .
Performance & Track Record
- Company TSR (value of $100): 2023 $80.39; 2024 $103.23 .
- Net income: 2023 $6.95M; 2024 $1.93M .
- Prior value creation: Led Merlon International to sale (2019) and previously held senior roles at Merlon Petroleum (sold in 2006) .
- Legal/Regulatory: No criminal proceedings, securities sanctions, or bankruptcy events involving Stabell in last 10 years .
Compensation Structure Analysis
- Mix and trends: In 2024, base salary rose to $322,000 (from $311,000 in 2023), while equity grants decreased to $552,001 (from $851,003) and cash bonus declined to $164,000 (from $184,000), indicating moderated variable pay year-over-year . A 3% CEO base increase was approved effective Jan 15, 2025 (forward-looking) .
- Performance linkage: Annual incentive tied to financial (47%), strategic (33%), and individual (20%) measures; payout band 50–150% of target .
- Equity design: Time-based RSUs vest ratably; 2022 sign-on award vests 25% after year one, then quarterly; subsequent annual awards vest evenly over three years . No options outstanding .
- Governance protections: Clawback policy applies; hedging/pledging prohibited .
- Change-in-control: Double-trigger economics with full time-based acceleration and performance-based settlement on actual results; best-net 280G cutback .
Vesting Schedules and Potential Insider Selling Pressure
- Unvested balance: 235,235 shares unvested as of 12/31/2024 (est. $1.46M), with ongoing ratable vesting over the next 1–3 years across 2022–2024 grants .
- Supply overhang considerations: No options; equity is primarily time-based RSUs, which typically settle into share delivery on vest dates. Corporate policy restricts pledging and requires compliant trading (often via 10b5‑1 plans) which may smooth selling cadence .
- Realization: $471,177 in equity value vested in 2024 .
Equity Ownership & Alignment Details
- Stabell’s ownership of 628,296 shares (2.01%) aligns economic interests; majority held through Sisu Investments, LLC (470,339) and the remainder directly (157,957) .
- No indication of pledging; pledging is prohibited by policy .
Employment & Contracts (Retention Risk)
- At‑will employment with robust severance and CoC protection (24 months base + target bonus; equity acceleration per terms), lowering involuntary departure risk but potentially increasing cost of leadership change .
- Covenants include confidentiality and cooperation; non‑compete specifics are not detailed in the proxy; restrictive covenants are referenced via a PIIA agreement .
- Benefits: COBRA premium contribution periods (12–18 months depending on trigger) .
Investment Implications
- Alignment: Meaningful ownership (2.01%) and prohibited pledging/hedging support shareholder alignment; time-based equity creates steady vesting overhang but mitigated by 10b5‑1 policy constraints .
- Pay-for-performance: Bonus structure blends financial (47%), strategic (33%), and individual (20%) drivers; 2024 bonuses and equity awards were moderated vs. 2023 amid lower net income, indicating some responsiveness to results .
- Retention and change control: Strong severance and CoC terms (24 months base + target bonus; equity acceleration) reduce retention risk but can be costly in a transaction scenario; 280G cutback provision limits excise tax leakage .
- Governance: Dual role (CEO + Director) is offset by fully independent committees and majority‑independent board; full attendance (10/10) signals engagement .
- Trading signals: Absence of options and reliance on time‑based RSUs suggests predictable, ratable vesting supply; monitoring Form 4s around quarterly vest dates and any new 10b5‑1 adoptions/terminations is advisable given policy constraints .