Mark Prince
About Mark S. Prince
Mark S. Prince (age 68) is an independent director of Energy Services of America (ESOA), appointed on April 20, 2022; he serves as Audit Committee Chair and is designated the Board’s audit committee financial expert, with prior senior financial services leadership experience and formal credit training. He previously served as President & CEO of HB&W, Inc. Financial Services (2011–2021) and as Managing Director at JPMorgan Chase (1995–2011); he holds a B.A. in Economics from Kenyon College and graduated with distinction from the American Bankers Association Graduate Commercial Lending School . As of September 30, 2024, he beneficially owned 79,071 ESOA shares (0.5%), and the Board has determined he is independent under Nasdaq rules; none of his or other directors’ shares are pledged as collateral .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| HB&W, Inc. Financial Services | President & CEO | 2011–2021 | Led financial services business; retired end of 2021 |
| JPMorgan Chase | Managing Director | 1995–2011 | Senior banking leadership; financial/regulatory expertise |
External Roles
- No other public company directorships are disclosed for Prince in the 2025 proxy .
Board Governance
| Governance Element | Details |
|---|---|
| Independence | Independent director under Nasdaq standards |
| Committees | Audit Committee (Chair since Apr 20, 2022; financial expert); Compensation Committee member; independent directors act as Nominating Committee |
| Committee Charters | Audit Committee charter available online; Compensation Committee has no written charter; Nominating Committee (independent directors) has no written charter |
| Committee Meetings FY2024 | Audit Committee: 7 meetings; Compensation Committee: 1 meeting; Nominating Committee: 1 meeting |
| Audit Oversight Actions | Dismissed Baker Tilly (Feb 16, 2024) and engaged Urish Popeck; no disagreements or reportable events with outgoing auditor; audit fees FY2024: $538,000, audit-related $35,000 |
| Audit Pre-Approval Policy | All audit/non-audit services pre-approved; chair may have delegated authority when expedient; fees approved per policy |
| Board Meetings FY2024 | 12 regular meetings and 1 special meeting; only one director (Amy Abraham) attended <75%—no attendance shortfall disclosed for Prince |
| Audit Committee Report | Report signed by Prince, Lucente, Farrell; recommended inclusion of audited financials in FY2024 10-K |
Fixed Compensation (Director)
| Item | FY2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $23,000 | Directors received $2,000/month starting Nov 2023; $1,000 for Oct 2023; no committee participation fees; no meeting fees |
| Equity grants (director) | $0 | No director stock awards in FY2024 |
Performance Compensation (Director)
| Component | Status | Notes |
|---|---|---|
| RSUs/PSUs | None | No director stock awards in FY2024; no outstanding director stock awards as of Sep 30, 2024 |
| Stock options | None | No options outstanding for any directors as of Sep 30, 2024 |
| Committee-linked pay | None | No fee payments for committee participation |
| Performance metrics | Not disclosed | No director-specific performance metrics disclosed |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed |
| Committee interlocks | Serves concurrently on Audit (Chair) and Compensation Committees; Compensation Committee members are independent; no consultant engaged for FY2024 |
Expertise & Qualifications
- Designated audit committee financial expert; financially literate audit committee .
- B.A. Economics (Kenyon College); ABA Graduate Commercial Lending School (graduated with distinction) .
- Senior banking and financial services leadership at JPMorgan and HB&W; financial/regulatory expertise cited in proxy .
Equity Ownership
| Metric | Value | As-of Date | Notes |
|---|---|---|---|
| Shares beneficially owned | 79,071 | Sep 30, 2024 | 0.5% of outstanding shares; Rule 13d-3 definition applied |
| Pledged shares | None | Sep 30, 2024 | “None of the shares beneficially owned by directors or executive officers have been pledged” |
| Ownership guidelines (director) | Not disclosed | — | No director stock ownership guidelines disclosed in proxy |
| Anti-hedging policy | Prohibits short sales and options/derivatives; hedging/monetization transactions prohibited for directors/NEOs |
Governance Assessment
-
Strengths
- Independent director with deep financial services background; Audit Committee Chair and designated financial expert—enhances oversight of reporting and controls .
- Active audit oversight: pre-approval policy; seamless auditor transition with no disagreements/reportable events; signed audit committee report affirming FY2024 financials inclusion .
- Engagement signals: Board met 13 times; only one director below 75% attendance and not Prince .
- Alignment: tangible share ownership (79,071; 0.5%); no pledging; anti-hedging constraints in place .
-
Watch items
- Compensation Committee met only once in FY2024 and lacks a written charter—may constrain cadence/formalization of pay governance; however, members are independent and policy/philosophy are disclosed .
- Director pay is cash-only with no equity grants in FY2024—could limit ongoing ownership-driven alignment, though Prince holds shares personally .
- Auditor change (Feb 2024) requires continued monitoring of audit quality; no disagreements reported, but transitions can pose temporary risk .
-
Conflicts/Related-party exposure
- No transactions implicated Prince; Board’s independence determination noted no transactions needing disclosure in assessing independence .
- Company-level related party arrangements exist (e.g., Corns Enterprises note/lease; CSS equipment rentals), but none involve Prince; governance policy states terms must be no less favorable than unaffiliated third parties .
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Say-on-pay and shareholder engagement
- Board recommends “One Year” say-on-pay frequency; advisory votes on executive compensation on ballot for 2025, reflecting annual review preference .