Jason Stankowski
About Jason Stankowski
Independent director of Epsilon Energy Ltd. since January 2021; age 54; based in Berkeley, CA. Founder, partner, and portfolio manager at Clayton Partners, LLC, with prior structured finance roles at CMA Capital Management and an earlier career at Prudential Securities; Chartered Financial Analyst (CFA) designation awarded in 2003 . Epsilon’s Board has determined he is independent under Nasdaq listing requirements .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Clayton Partners, LLC | Founder, Partner, Portfolio Manager | Not disclosed | Public equity markets and corporate finance experience cited for board qualification |
| CMA Capital Management | Structured finance roles | Not disclosed | Specialized in corporate retirement planning and complex investment/financing structures |
| Prudential Securities | Analyst/associate (began career) | Not disclosed | Early capital markets experience |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships disclosed for Stankowski in the proxy |
Board Governance
- Committee assignments: Audit Committee member; Conflicts Committee member .
- Chair roles: None; Audit Committee chaired by David Winn, Compensation/Nominating/Corporate Governance Committee chaired by Tracy Stephens .
- Independence: Determined independent under Nasdaq rules (alongside Lovoi, Stephens, Winn, Maddox) .
- Attendance and engagement: 100% attendance in 2024 (8/8 total board and committee meetings for his assignments) .
- Board structure and practices: Board size six, with non‑management directors routinely meeting in executive session after regular board meetings .
Fixed Compensation (Director)
| Year | Cash Retainer ($) | Committee Chair Fees ($) | Equity Award ($) | Total ($) | Notes |
|---|---|---|---|---|---|
| 2024 | 55,000 | 0 (not a chair) | 65,000 | 120,000 | Director compensation structure: $55k cash + $65k share-based award valued at prior year-end price; equity vests evenly over three years |
| Policy (from Jan 1, 2023) | 55,000 | Chairman of Board: +40,000; Audit Chair: +15,000; Comp Chair: +10,000 | 65,000 | 120,000 baseline | Paid quarterly; no separate meeting fees disclosed |
Performance Compensation (Director)
Directors receive time‑based restricted share awards; no performance metrics (e.g., EBITDA/TSR) apply to director equity awards. Equity vests evenly over three years, valued at prior year-end share price upon grant .
| Metric | 2024 | Notes |
|---|---|---|
| Unvested director stock awards (units) | 22,266 | Unvested shares outstanding at 12/31/2024 |
| Market value of unvested awards ($) | 138,272 | As of 12/31/2024 |
| Stock awards value vested in 2024 ($) | 70,701 | Value of director share awards vested during 2024 |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public company boards | None disclosed for Stankowski |
| Potential interlocks | Investment principal at Clayton Partners, LLC (holder of EPSN shares), but no disclosed related‑party transactions with Epsilon |
Expertise & Qualifications
- CFA charterholder (2003) .
- Corporate finance and public equity markets expertise; financial literacy supporting Audit Committee service .
- Structured finance experience including complex investment and financing structures for Fortune 1000 companies .
Equity Ownership
| Holder | Shares | % Outstanding | Notes |
|---|---|---|---|
| Jason Stankowski (beneficial total) | 363,396 | 1.59% | Includes 342,861 via Clayton Partners LLC and 20,535 individually |
| Clayton Partners LLC (component of above) | 342,861 | — | Managed by Stankowski; part of his beneficial ownership |
| Individual holdings (component of above) | 20,535 | — | Direct beneficial ownership |
| Unvested director stock awards | 22,266 units | — | Director equity; separate from beneficial ownership table |
| Hedging/pledging | Prohibited by policy (no hedging, short sales; directors cannot hold shares in margin accounts or pledge as collateral) |
Governance Assessment
- Independence and oversight: Independent director with 100% attendance in 2024; service on Audit and Conflicts Committees enhances financial oversight and conflict management .
- Alignment: Meaningful beneficial ownership (1.59%) via Clayton Partners and personal holdings suggests alignment; director equity grants vest over three years, further supporting long‑term orientation .
- Compensation structure quality: Simple, transparent director pay mix (cash retainer + fixed-value equity; no options or performance targets), with no outstanding option awards—reducing risk of option repricing or pay complexity .
- Conflicts and related parties: Code requires disclosure/recusal; Conflicts Committee includes Stankowski; proxy reports no indebtedness and no material related‑party transactions involving directors; monitor potential appearance of conflict due to fund ownership but no red‑flag transactions disclosed .
- Risk indicators: No criminal, bankruptcy, penalties/sanctions history disclosed for directors; insider trading policy bans hedging and pledging, lowering alignment risk .
RED FLAGS: None disclosed in proxy. Monitoring item: dual role as portfolio manager at shareholder Clayton Partners—ensure continued adherence to conflict policies and recusals if matters arise involving the fund .