Nicola Maddox
About Nicola Maddox
Nicola Maddox (age 69) is an independent director of Epsilon Energy Ltd. (EPSN) serving since May 2023, with over forty years of upstream oil & gas experience and a BA in Communications. She serves on the Compensation, Nominating and Corporate Governance Committee and the Conflicts Committee and is independent under Nasdaq listing requirements; she is not on the Audit Committee. In 2024 she attended all meetings assigned (6/6).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Exxon Minerals | Associate Landman → Executive Management positions | Executive roles starting in 1993 (earlier positions not dated) | Land, contracts, managerial progression |
| Centurion Exploration Company | Co-founder; EVP → President, CEO, Chairman | Co-founded 2004; led 2007–2009 | Led corporate strategy and operations |
| Merlon International, LLC | SVP (Texas subsidiary) → EVP → President | Advanced following sale of Egyptian subsidiary in 2019 | Ran U.S. operations; strategic planning and negotiations |
External Roles
| Organization | Capacity | Tenure | Notes |
|---|---|---|---|
| Self-employed energy advisor | Contract analysis, strategic planning, negotiation | Since 2022 | Independent advisor in energy sector |
| Other public company directorships | Not disclosed | — | No other public boards are stated in EPSN’s proxy biography for Maddox |
Board Governance
- Independence: EPSN determined Maddox is independent under Nasdaq rules; CEO Jason Stabell is not independent.
- Committees:
- Compensation, Nominating and Corporate Governance Committee (member).
- Conflicts Committee (member).
- Audit Committee (not a member; current members Winn (Chair), Lovoi, Stankowski).
- Attendance:
- 2023: 3/3 (committee and board meetings for her tenure).
- 2024: 6/6.
- Executive sessions: Non-management directors routinely meet in executive session after regularly scheduled Board meetings or as needed.
- Service start: Director since May 2023.
Fixed Compensation
- Structure: As of Jan 1, 2023, non-employee directors receive an annual $55,000 cash fee paid quarterly plus a $65,000 share-based award valued at the prior year-end share price (vesting evenly over three years). Chairman +$40,000; Audit Chair +$15,000; Compensation Chair +$10,000. Maddox is not a chair and receives the standard director package.
| Component | 2023 | 2024 |
|---|---|---|
| Cash Fees ($) | 34,507 | 55,000 |
| Stock Awards ($) | 40,781 | 65,000 |
| Total ($) | 75,288 | 120,000 |
| Vesting of Stock Awards | Even over 3 years | Even over 3 years |
Performance Compensation
- Director pay is not performance-based; equity is time-based restricted stock vesting evenly over three years (no revenue/EBITDA/TSR targets disclosed for directors).
| Performance Metric | Applies to Director Compensation? | Notes |
|---|---|---|
| Revenue Growth | No | Not disclosed for directors |
| EBITDA/EBIT targets | No | Not disclosed for directors |
| TSR percentile | No | PSUs used for executives; not disclosed for directors |
| ESG goals | No | Not disclosed for directors |
Other Directorships & Interlocks
| Item | Details |
|---|---|
| Current public boards | None disclosed for Maddox in EPSN proxy biography. |
| Prior affiliation interlock | Both Maddox and EPSN’s CEO Jason Stabell held senior roles at Merlon International (Maddox: EVP/President; Stabell: President & CEO/CFO), indicating prior professional ties; the Board nonetheless determined Maddox is independent under Nasdaq rules. |
Expertise & Qualifications
| Category | Details |
|---|---|
| Education | BA in Communications. |
| Industry Experience | 40+ years in upstream oil & gas; executive leadership at Centurion and Merlon; deep land/contract negotiation expertise. |
| Board-relevant skills | Contract analysis, strategic planning, negotiation; governance via Conflicts and Compensation committees. |
Equity Ownership
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| Beneficial ownership (shares) | 1,995 | 4,045 | 10,361 |
| Ownership % of outstanding | <1% | <1% | <1% |
| Unvested director stock awards (shares) | — | 21,048 | — |
| Unvested director stock awards (market value $) | — | 130,708 | — |
| Stock awards value vested during year ($) | 10,414 | 35,264 | — |
EPSN prohibits hedging, short sales, derivative transactions, margin accounts, or pledging of company securities for directors, officers, employees, and consultants, reinforcing alignment.
Governance Assessment
-
Strengths:
- Independence affirmed; service on Conflicts Committee provides direct oversight of related-party and corporate opportunity matters.
- Perfect attendance in 2024; strong 2023 attendance during initial tenure, indicating engagement.
- Simple, transparent director pay structure with meaningful equity and three-year vesting; no meeting fees or complex incentives.
- No indebtedness to the company; no material related-party transactions disclosed for directors/officers.
- Strong shareholder support for executive compensation in 2025 (Say‑on‑Pay For: 13,186,907; Against: 45,199), a positive governance sentiment signal.
- No criminal proceedings, penalties/sanctions, cease trade orders reported for directors/officers in last ten years.
-
Watch items:
- Prior professional ties with the CEO (Merlon International) may create perceived soft interlocks; mitigated by Board’s independence determination and Maddox’s role on the Conflicts Committee.
- Board has no formal written mandate and does not conduct regular formal assessments of director effectiveness (relies on periodic review), which is acceptable for a small-cap but below best-practice formality.
-
Additional signals:
- Non-management executive sessions occur routinely.
- Audit Committee independence and financial literacy confirmed; Maddox is not on Audit, focusing her governance time on compensation and conflicts.
-
Equity plan/change-of-control terms:
- Under the 2020 Equity Incentive Plan, outstanding awards are subject to terms in any change-of-control definitive agreement; unvested awards are forfeited upon resignation/termination absent specific triggers.
-
Shareholder engagement:
- Proxy access and shareholder proposal timelines disclosed; Say‑on‑Pay advisory vote held annually.
-
Compensation committee context:
- Composition: Tracy Stephens (Chair), John Lovoi, and Nicola Maddox; all independent. No consultant usage is disclosed.
Overall, Maddox exhibits strong governance alignment via independence, perfect attendance, equity-based pay with vesting, and active roles on compensation and conflicts oversight committees; the only notable watch item is historical affiliation with the CEO, tempered by board independence determinations and committee structure.