Tracy Stephens
About Tracy Stephens
Tracy Stephens (age 64) is an independent director of Epsilon Energy Ltd., serving on the Board since May 2017. He is the founder and Chief Executive Officer of Westminster Advisors and previously served at Resources Global Professionals where he was Chief Operating Officer in the last three years of his tenure; his background emphasizes extensive experience with public companies . The Board has formally determined Stephens to be independent under Nasdaq listing requirements . In 2024, he attended all meetings for which he was scheduled (6 of 6) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Resources Global Professionals | Senior executive; Chief Operating Officer in final three years | Jul 2001 – Dec 2016 | Led operations at a large business consulting firm; extensive public company experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Westminster Advisors | Founder and Chief Executive Officer | From Jan 2018 | CEO advisory services company |
Board Governance
- Independence: Independent under Nasdaq rules .
- Committees: Chair of the Compensation, Nominating and Corporate Governance Committee (CNCG); Member of the Conflicts Committee; both committees composed solely of independent directors .
- Attendance: 6/6 meetings attended in 2024 .
- Executive sessions: Non-management directors routinely meet in executive session after regularly scheduled Board meetings .
- Board activity: In 2024, the Board held 10 meetings (4 Board; 2 CNCG; 4 Audit) .
- Governance practices: CNCG is responsible for director nominations, governance principles, compensation oversight; operates under a written charter; governance policies include conflict disclosure and recusal requirements .
| Metric | 2024 |
|---|---|
| Total Board meetings (incl. committees) | 10 |
| CNCG meetings | 2 |
| Audit Committee meetings | 4 |
| Stephens attendance | 6/6 |
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Annual cash retainer (non-employee director) | $55,000 | Paid quarterly |
| Committee chair fee (CNCG) | $10,000 | Additional annual cash fee for CNCG Chair |
| Fees earned (2024) | $65,000 | Includes base + chair fee for Stephens |
Fee structure for directors as of Jan 1, 2023: $55,000 cash + $65,000 share-based award annually; additional $40,000 for Board Chair, $15,000 for Audit Chair, $10,000 for CNCG Chair .
Performance Compensation
| Metric | 2024 | Vesting/Terms |
|---|---|---|
| Stock awards (grant-date fair value) | $65,000 | Annual share-based award valued at prior year-end price; vests evenly over 3 years |
| Unvested RSUs/stock units outstanding (12/31/2024) | 22,266 shares | Market value $138,272 at year-end |
| Stock awards value vested in 2024 | $70,701 | Time-based vesting |
| Options outstanding | None | No option-based awards for directors |
| Hedging/pledging | Prohibited | Policy bans hedging/derivatives, short sales, margin holdings, pledging |
| Change-of-control treatment (2020 Plan) | Subject to transaction agreement | Outstanding awards governed by definitive agreement upon change of control |
No performance-condition metrics (e.g., TSR, EBITDA) are attached to director equity grants; awards vest on time-based schedules .
Other Directorships & Interlocks
- No current public company directorships for Stephens are disclosed in the nominee biographies; principal occupation is Westminster Advisors .
- Conflicts oversight: Member of Conflicts Committee, which advises the Board on corporate opportunities and related/conflicted party matters .
Expertise & Qualifications
- Executive leadership and operations (COO experience at a large consultancy) .
- Extensive public company exposure; founder/CEO advising corporate leaders .
- Board governance and compensation oversight as CNCG Chair .
Equity Ownership
| Holder | Beneficial Shares | % Outstanding | Notes |
|---|---|---|---|
| Tracy Stephens | 61,801 | <1% | As of Apr 22, 2025 |
| Unvested RSUs/stock units | 22,266 | — | Market value $138,272 (12/31/2024) |
Directors and officers collectively owned 1,563,188 shares (7.10%) as of Apr 22, 2025 . Insider Trading Policy prohibits hedging and pledging; blackout periods designated by the Compliance Officer .
Say-on-Pay & Shareholder Support Signals
| AGM Item (2025) | Votes For | Votes Against/Withheld | Broker Non-Votes |
|---|---|---|---|
| Set Board size to 6 | 14,720,180 | 2,487 | — |
| Elect Tracy Stephens | 12,945,860 | 286,246 (withheld) | 1,490,561 |
| Auditor appointment (BDO USA, P.C.) | 14,647,130 | 75,536 | 1 |
| Advisory vote on NEO compensation (Say-on-Pay) | 13,186,907 | 45,199 | 1,490,561 |
Governance Assessment
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Strengths:
- Independent director with relevant operating and public company experience; chairs the CNCG, signaling trust in governance oversight .
- Full attendance on assigned meetings and strong shareholder support in the 2025 director election .
- Director pay mix balanced between cash and equity; equity vests over three years; no options outstanding; hedging/pledging prohibited—enhances alignment and reduces risk-taking incentives .
- Conflicts Committee membership provides structured oversight of related-party issues .
-
Watch items / potential red flags:
- The Board does not conduct regular formal assessments of the Board, committees, or individual directors—periodic review occurs but formal evaluation cadence is not established .
- No formal director term limits, though the Board monitors composition and independence ratio; small board size cited as rationale .
- Governance Committee sometimes meets in conjunction with Board meetings, potentially limiting standalone focus; albeit CNCG met twice in 2024 .
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No related-party transactions involving Stephens are disclosed in the reviewed proxy sections; ongoing conflicts disclosures and recusal requirements are embedded in policy .