Jack Reynolds
About Jack Reynolds
Jack M. Reynolds (age 59) has served on Energy Services of America Corporation’s (ESOA) Board since inception in 2006; he previously served as President and Chief Financial Officer until September 2008 and is currently Vice President at Pritchard Electric Company (an electrical contractor). He also serves as a Director of Citizens Deposit Bank of Vanceburg, Kentucky; Jack is the son of Chairman Marshall T. Reynolds and brother of CEO Douglas V. Reynolds, which is material to independence considerations .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Energy Services of America (ESOA) | President & Chief Financial Officer | 2006–Sep 2008 | Founding executive; contracting industry knowledge supports Board oversight |
| Energy Services of America (ESOA) | Director | 2006–present | Long-tenured director; family ties to Chairman and CEO |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pritchard Electric Company | Vice President | 1998–present | Industry operating experience in electrical contracting |
| Citizens Deposit Bank (Vanceburg, KY) | Director | Not disclosed (current) | Banking oversight experience (no ESOA-related transactions disclosed) |
Board Governance
- Independence: ESOA’s Board identified independent directors as Patrick J. Farrell, Mark S. Prince, Joseph L. Williams, Frank S. Lucente, and Amy E. Abraham; Jack M. Reynolds is not included and is a family member of the Chair and CEO, indicating non‑independence .
- Committee assignments: Audit Committee members are Prince (Chair/financial expert), Lucente, and Farrell; Compensation Committee members are Williams, Lucente, and Prince; the independent directors act as the Nominating Committee. Jack is not listed on any committee and holds no chair roles .
- Attendance: In FY2024 the Board held 12 regular and 1 special meeting; only one director (Amy Abraham) was below 75% attendance—Jack was not flagged. In FY2023, no director fell below 75% attendance .
- Anti‑hedging: Directors are prohibited from short sales and derivative hedging under the Insider Trading Policy .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Annual retainer (cash) | $12,000 | $23,000 |
| Committee membership fees | $0 | $0 |
| Meeting fees | Not disclosed/none | Not disclosed/none |
| Equity awards to directors | None | None; no outstanding stock awards/options as of Sep 30, 2024 |
Notes: Director retainer increased from $1,000/month in FY2023 to $2,000/month starting Nov 2023 (with $1,000 for Oct 2023) .
Performance Compensation
- No performance-based (equity/option/bonus) compensation was disclosed for non-executive directors; ESOA states no director stock awards/options outstanding as of September 30, 2024 .
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock | Potential Conflict Notes |
|---|---|---|---|
| Citizens Deposit Bank (Vanceburg, KY) | Director | Banking sector | No ESOA related-party transactions disclosed with Citizens Deposit Bank |
| Family interlock context | N/A | Father (Chairman) and brother (CEO) on ESOA Board | Family relationships reduce independence; governance oversight should address conflicts |
Expertise & Qualifications
- Industry/operational: Long experience in electrical contracting via Pritchard Electric; “hands on expertise” in contracting cited by ESOA .
- Banking oversight: Board service at a community bank provides financial oversight exposure (not designated ESOA audit financial expert) .
Equity Ownership
| Metric | As of FY 2023 (Record Date Jan 4, 2024) | As of FY 2024 (Record Date Jan 6, 2025) |
|---|---|---|
| Beneficial shares owned | 458,385 | 408,385 |
| Shares outstanding | 16,567,185 | 16,705,457 |
| Ownership (% of shares outstanding) | 2.8% | 2.4% |
| Pledged as collateral | None (company notes no pledges by directors/officers) | |
| Unvested/vested equity awards (director) | None outstanding | None outstanding |
| Stock options (exercisable/unexercisable) | None | None |
Say‑on‑Pay & Shareholder Feedback
| Item | Votes For | Votes Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| 2025 Advisory vote on executive compensation | 8,605,502 | 218,968 | 25,049 | 3,719,583 |
| Frequency of Say‑on‑Pay (2025) | One Year | Two Years | Three Years | Abstain | Broker Non‑Votes |
|---|---|---|---|---|---|
| Votes | 8,452,634 | 31,761 | 334,605 | 30,519 | 3,719,583 |
Compensation Committee Analysis
- Composition: Williams, Lucente, Prince—all independent per Nasdaq standards; no written charter adopted .
- Consultant usage: No compensation consultant engaged for FY2024 (and FY2023); bonuses/equity awards for executives determined by committee using qualitative business factors; CEO excluded from discussions of own compensation .
Governance Assessment
- Board independence and family ties: Jack is not an independent director and is closely related to ESOA’s Chair and CEO. This concentration of family influence is a material governance risk and potential conflict, mitigated in part by an independent director majority and independent committee compositions, but remains a red flag for investor confidence .
- Committee participation: Jack holds no committee roles; key oversight committees (Audit/Compensation/Nominating duties) are comprised of independent directors, which helps governance quality but limits Jack’s formal oversight responsibilities .
- Attendance: No attendance issues flagged for Jack in FY2023–FY2024; the Board met frequently (12 regular + 1 special in FY2024), supporting engagement .
- Director pay alignment: Jack’s compensation is modest cash-only retainer with no equity grants or meeting/committee fees, limiting direct equity alignment but also reducing pay-related conflicts; lack of director equity may reduce “skin-in-the-game” incentives compared to equity-linked structures .
- Ownership alignment: Jack holds a meaningful stake (~2.4%–2.8% across the past two years) with no pledged shares, indicating aligned incentives and lower collateralization risk .
- Related-party environment: Historical related-party banking relationships involved other directors/management, and current related-party transactions include the Tri‑State Paving note and facility lease and an equipment rental arrangement at a subsidiary—all overseen with stated independent review policies; none are directly tied to Jack, but family control heightens monitoring needs .
RED FLAGS: Non‑independence due to family ties; family concentration (Chair/CEO/director) .
Neutral/positive mitigants: Independent committee structures; no pledge of shares; robust meeting cadence; strong say‑on‑pay support .