Douglas Reynolds
About Douglas Reynolds
Douglas V. Reynolds is the President and Chief Executive Officer (CEO) of Energy Services of America (ESOA), appointed on December 6, 2012, and has served as a director since 2008; he is 48 years old as of the 2025 proxy and holds a B.A. from Duke University and a J.D. from West Virginia University College of Law . Under SEC “Pay Versus Performance” disclosures, compensation actually paid (CAP) to the PEO was $83,600 (2022), $245,600 (2023), and $471,817 (2024), while Net Income rose from $3.75M (2022) to $7.40M (2023) to $25.11M (2024), and the $100 TSR index increased from 172 (2022) to 244 (2023) to 572 (2024) . Governance context: his father, Marshall T. Reynolds, is Chairman; his brother, Jack M. Reynolds, is a director—raising independence considerations with a CEO-director in a family-influenced board; none of directors’ or executives’ shares are pledged as collateral .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Energy Services of America (ESOA) | CEO & President | 2012–present | Led company during period of improved profitability; PEO CAP rose alongside strong Net Income and TSR outcomes . |
| Energy Services of America (ESOA) | Director | 2008–present | Ongoing board service with family members Chair and director; dual-role implications for independence . |
| Premier Financial Bancorp, Inc. | Director | 2020–2021 | Banking oversight experience; related-party ties historically intersected with company loan arrangements . |
| Peoples Bancorp, Inc. (Peoples Bank) | Director | 2021–Feb 21, 2023 | Banking governance and network; resigned in 2023 . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Summit State Bank (Santa Rosa, CA) | Director | May 2022–present | Financial institution board experience supports capital and risk oversight . |
| Reynolds & Brown, PLLC | Attorney | Undisclosed | Legal training enables contract and governance rigor . |
| Transylvania Corporation | President | Undisclosed | Executive leadership in private enterprises underscores multi-industry experience . |
| The Harrah and Reynolds Corporation | Director | Undisclosed | Family enterprise governance; underscores related-party and independence context . |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $80,000 | $80,000 | $89,232 |
| Bonus ($) | $0 | $0 | $135,000 |
| All Other Compensation ($) | $3,600 (401(k) match) | $3,600 (401(k) match) | $5,139 (401(k) match) |
| Total ($) | $83,600 | $189,600 | $269,371 |
Notes:
- CEO bonus decisions are qualitative, based on profitability, scope, executive experience, and market surveys; CEO not present for his own comp; Chairman recommends CEO bonus to the compensation committee .
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual Bonus (FY2024) | Profitability and qualitative factors (no strict formula; committee discretion) | N/A | N/A | $135,000 | N/A |
| Restricted Stock Award (Grant 2/15/2023) | Service-based vesting (approx. 33% per year) | N/A | Grant-date fair value $106,000 | 40,000 shares granted | Vests starting 2/15/2024 over 3 years |
| Restricted Stock Award (Grant 8/21/2024) | Service-based vesting (approx. 33% per year) | N/A | Grant-date fair value $40,000 | 4,061 shares granted at $9.85 | Vests starting 8/21/2025 over 3 years |
| Stock Options | None historically granted in FY2024; company has not historically used options | N/A | N/A | N/A | N/A |
“Pay Versus Performance” CAP Reconciliation for PEO:
| Year | SCT Total ($) | CAP ($) | Key Fair Value Adjustments |
|---|---|---|---|
| 2022 | $83,600 | $83,600 | N/A |
| 2023 | $189,600 | $245,600 | +$162,000 year-end FV of 2023 grant |
| 2024 | $269,371 | $471,817 | +$38,580 current-year FV; +$145,330 change in FV of prior unvested; +$58,536 change to vesting date |
Equity Ownership & Alignment
| As-of Date | Beneficial Shares | % of Common | Ownership Notes |
|---|---|---|---|
| 9/30/2022 | 1,862,768 | 11.2% | Includes 17,459 401(k) match shares; no pledging . |
| 1/4/2024 | 1,815,083 | 10.9% | Includes 21,817 401(k) match shares and 40,000 unvested RSAs; no pledging . |
| 9/30/2024 | 1,913,318 | 11.4% | Includes 7,059 401(k) match shares and 17,394 unvested RSAs; no pledging . |
Unvested equity and potential selling pressure:
- Unvested RSAs outstanding as of 9/30/2024: 30,727 shares (market value $291,907 at $9.50) .
- Vesting cadence: approximately one-third annually from grant anniversaries (2023 grant: 2/15 in 2024/2025/2026; 2024 grant: 8/21 in 2025/2026/2027) .
Employment Terms
- Equity Plan Vesting and Change-in-Control: At least 95% of awards have minimum one-year vesting; vesting may be accelerated upon death, disability, or involuntary termination following a change in control (double-trigger) .
- Clawbacks and Ownership Guidelines: No explicit clawback policy or executive stock ownership guidelines disclosed in the cited materials; company maintains a Code of Ethics .
- Compensation Process and Consultants: Compensation committee applies qualitative factors; did not engage a compensation consultant for FY2024 .
- Say-on-Pay and Frequency: Board recommends annual say-on-pay vote; advisory resolution included for executive compensation .
Performance & Track Record
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Net Income ($) | $3,750,315 | $7,401,420 | $25,105,010 |
| $100 TSR Index (End-Year) | 172 | 244 | 572 |
Highlights and transactions:
- Tri-State Paving acquisition financing and operating lease with Corns Enterprises in 2022; $1.0M promissory note (3.5% interest) and $7,000/month lease; $500,000 principal paid by 9/30/2023 .
- Historic related-party loan (Nitro subsidiary) originally with First Bank of Charleston where Douglas Reynolds and Samuel Kapourales were directors; later merged into Premier Bank; transaction ceased to be related-party after Q1 2023 .
Board Governance
- Board service: Reynolds has been a director since 2008, CEO since 2012; father Marshall T. Reynolds is Chairman; brother Jack M. Reynolds is a director—posing independence concerns due to familial ties and CEO-director dual role .
- Committee context: Audit Chair and financial expert is Mark Prince (appointed 4/20/2022); compensation committee administers equity plan and CEO bonus process; CEO excluded from discussions of his compensation .
- Share pledging: None of directors’ or executives’ shares are pledged .
Compensation Structure Analysis
- Cash vs. Equity: FY2024 compensation increased via discretionary cash bonus ($135,000) and smaller RSA ($40,000) relative to FY2023 RSA ($106,000), indicating more cash orientation in 2024 .
- Shift in instruments: Company historically does not grant options; equity is primarily RSAs with time-based vesting, not performance shares (PSUs) .
- Risk controls: Minimum one-year vesting for most awards; prohibition on timing grants around MNPI; blackout constraints on options if ever used .
- Consultants: No external compensation consultant engaged in FY2024; committee relies on surveys and qualitative assessment .
Related Party Transactions and Red Flags
- Historical bank loan relationships involving entities where Douglas Reynolds and family had board roles; transaction deemed no longer related-party after 3/31/2023—previous interlocks are a governance risk consideration .
- No pledging; no reported hedging; no repricing of options (none granted) .
- Severance examples in company history involve other executives (Riddle $100,000 lump sum), but no Douglas-specific severance multiples disclosed .
Equity Ownership & Alignment Details
| Component | Detail |
|---|---|
| Ownership magnitude | 11.4% of common as of 9/30/2024 (1,913,318 shares) . |
| Vested vs. unvested | Unvested RSAs: 30,727 shares at 9/30/2024 . |
| 401(k) matching shares | Included in beneficial ownership (e.g., 7,059 shares in 2024; 21,817 in 2023) . |
| Pledging | None for directors/executives . |
Employment Terms (Severance & Change-of-Control Economics)
- Change-of-Control: Vesting acceleration upon involuntary termination following change in control (double trigger), and upon death or disability .
- Severance Multiples: Not disclosed for Reynolds in cited documents; example severance exists for a former COO ($100,000) .
- Non-compete/Non-solicit: Not disclosed.
Investment Implications
- Alignment: High insider ownership (~11%) and unpledged shares support long-term alignment; time-based RSAs with staggered vesting create periodic liquidity windows but without options-related leverage .
- Pay-for-performance: Discretionary bonuses track qualitative profitability and scale; strong FY2024 Net Income and TSR coincide with higher PEO CAP, suggesting pay moves with outcomes even absent formal metrics/weights .
- Governance risk: Family-led board with CEO as director, father as Chairman, and brother as director raises independence and related-party sensitivity; prior bank loan interlocks reinforce monitoring needs .
- Trading signals: Upcoming RSA vesting dates (Feb 15 annually for 2023 grant; Aug 21 annually for 2024 grant) could create episodic supply; monitor Form 4s around these dates for potential selling pressure .