John Lovoi
About John Lovoi
John Lovoi (age 64) is Chairman of the Board of Epsilon Energy Ltd., serving since July 2013, with over two decades as managing partner at JVL Advisors focused on oil and gas investments. His background spans investment banking, equity research, and asset management in global oil and gas; he is independent under Nasdaq rules and attended all board and committee meetings in 2024 (10/10). Beneficial ownership as of April 22, 2025 totals 284,979 shares (1.22% of outstanding) including 208,078 via JVL Advisors and 76,901 directly .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Epsilon Energy Ltd. | Chairman of the Board | Since July 2013 | Independent director; member of Audit Committee and Compensation, Nominating & Corporate Governance Committee; full attendance 2024 (10/10) |
| JVL Advisors, LLC | Managing Partner | Since Nov 2002 | Oil & gas investment advisory leadership; long-standing energy finance expertise |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Helix Energy Solutions Group | Director | Public | Offshore oil & gas operations and production facilities |
| Innovex International | Chairman | Private | Provider of products/services to global oil & gas industry (current per 2025 proxy) |
| Dril-Quip, Inc. | Chairman | Public | Provider of subsea/surface/offshore rig equipment (listed in 2024 proxy) |
| Lobo Baya, LLC | Manager | Private | Listed in 2024 proxy as an external role |
Board Governance
- Independence: The Board determined Lovoi (and a majority of directors) are independent under Nasdaq listing standards .
- Attendance: 2024 attendance 10/10; prior year attendance strong (2023: 9/9) .
- Executive Sessions: Non-management directors routinely meet in executive session after regular board meetings .
- Committees (2025):
- Audit Committee: David Winn (Chair), John Lovoi, Jason Stankowski .
- Compensation, Nominating & Corporate Governance (CNCG): Tracy Stephens (Chair), John Lovoi, Nicola Maddox .
- Conflicts Committee: Tracy Stephens, Jason Stankowski, Nicola Maddox .
| Committee | 2025 Membership Status | Chair Role |
|---|---|---|
| Audit | Member | Chair: David Winn |
| Compensation, Nominating & Corporate Governance | Member | Chair: Tracy Stephens |
| Conflicts | Not a member | N/A |
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual Cash Retainer (Director) | $55,000 | Paid quarterly |
| Additional Cash (Chairman of Board) | $40,000 | Annual |
| Equity Grant (Share-based award) | $65,000 | Valued at prior year-end share price; vests evenly over three years |
| Total 2024 Cash (Lovoi) | $95,000 | $55,000 director + $40,000 chairman cash |
| Total 2024 Equity (Lovoi) | $65,000 | Time-based vesting RS/DSU-style |
| Total 2024 Compensation (Lovoi) | $160,000 | Sum of cash and equity |
Policy: Audit Chair additional $15,000 cash; CNCG Chair additional $10,000 cash (Lovoi is not chair of either) .
Performance Compensation
- Director equity awards are time-based and vest evenly over three years; no disclosed director performance metrics (PSUs/TSR targets) for board grants .
| Metric | Applies to Director Grants? | Detail |
|---|---|---|
| TSR percentile | No | Not disclosed for director awards |
| Revenue/EBITDA goals | No | Not disclosed for director awards |
| Time-based vesting | Yes | Even vesting over 3 years |
Lovoi’s director equity vesting value recognized in 2024: $107,601; unvested units as of 12/31/2024: 28,266 (market value $175,532) .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlock Notes |
|---|---|---|---|
| Helix Energy Solutions Group | Director | Not disclosed here | E&P services; no EPSN related-party transactions disclosed |
| Innovex International | Chairman | Not disclosed here | Oilfield products/services; private; no EPSN related-party transactions disclosed |
| Dril-Quip, Inc. | Chairman (2024 proxy) | Not disclosed here | Oilfield equipment; 2024 listing; no EPSN related-party transactions disclosed |
The Conflicts Committee exists to evaluate corporate opportunities and related/conflicted party interests when necessary .
Expertise & Qualifications
- Investment banking, equity research, and asset management expertise focused on global oil & gas .
- Energy industry governance and capital allocation acumen; independent and financially literate per Audit Committee composition .
Equity Ownership
| Holder | Shares | % of Outstanding | Direct vs. Indirect | Notes |
|---|---|---|---|---|
| John Lovoi | 284,979 | 1.22% | 76,901 direct; 208,078 via JVL Advisors | As of April 22, 2025 |
| Unvested Director Share-based Units (Lovoi) | 28,266 | N/A | N/A | Market value $175,532 as of 12/31/2024 |
| Hedging/Pledging | Prohibited | N/A | N/A | Insider Trading Policy prohibits hedging, short sales, margin accounts, and pledging |
Stock ownership guidelines for directors are not disclosed; no indebtedness to the company is reported .
Say-on-Pay & Shareholder Feedback
- 2025 AGM results (Item 5.07): Say-on-Pay votes For 13,186,907; Against 45,199; broker non-votes 1,490,561 (strong support) .
- Director elections (2025): Lovoi received 13,101,916 For; 130,190 Withheld; broker non-votes 1,490,561 .
- Quorum/participation: 14,722,667 shares represented (~67% of outstanding) .
Insider Trades
- Not disclosed in proxy documents; Insider Trading Policy prohibits hedging and pledging, with compliance overseen by CFO/Insider Trading Compliance Officer . No Form 4 transactions summarized here due to lack of filings in provided sources.
Governance Assessment
- Board effectiveness: Lovoi’s independence, full attendance, and service on Audit and CNCG committees support governance quality and oversight. Non-management executive sessions further strengthen independent oversight .
- Ownership alignment: Meaningful beneficial stake (1.22%) and continued vesting of director equity align incentives; strict anti-hedging/pledging policy reduces misalignment risk .
- Compensation structure: Balanced cash retainer plus multi-year equity grants; no option grants to directors; equity vests over time, enhancing long-term alignment. Consistency of cash/equity mix year-over-year (2023–2024–2025) suggests stable, market-aware board pay design .
- Related-party/conflicts: No material related-party transactions disclosed; existence of a Conflicts Committee is a positive governance control given Lovoi’s leadership at energy-sector firms .
- Shareholder signals: Strong vote support for director elections and Say-on-Pay in 2025 reinforces investor confidence in governance and pay practices .
RED FLAGS: None observed in filings regarding low attendance, pledging, legal proceedings, or related-party transactions. Past note: Lovoi was not independent in 2022 (as disclosed in 2023 proxy), but current status is independent, with committee service reflecting that change .