Wes Perry

About W. Wesley (Wes) Perry

Wes Perry, 68, has served as an independent director of Genie Energy Ltd. since October 2011 and as Lead Independent Director since October 24, 2011; he also chairs the Audit Committee and the Nominating Committee and serves on the Compensation and Corporate Governance Committees . He is CEO of E.G.L. Resources, Inc. (since 2008), owns S.E.S. Investments, Ltd. (since 1993), and holds a B.S. in Engineering from the University of Oklahoma; the board has designated him an “audit committee financial expert,” reflecting deep financial oversight expertise .

Past Roles

External Roles

Board Governance

• Lead Independent Director since Oct 24, 2011; presides over executive sessions held at every regularly scheduled board meeting, enhancing independent oversight .
• Committee assignments: Audit (Chair; 4 meetings in 2024), Compensation (Member; 5 meetings), Corporate Governance (Member; 6 meetings), Nominating (Chair; 1 meeting); all comprised solely of independent directors .
• Independence: Board determined Mr. Perry is independent under NYSE standards; also designated as “financially literate” and an “audit committee financial expert” .
• Attendance: Board met 7 times in 2024; each independent director attended ≥75% of regularly scheduled board and applicable committee meetings; all directors attended the 2024 annual meeting .

Committee Assignment Snapshot (2024)

Fixed Compensation

• Policy: Independent directors receive an annual cash retainer of $50,000, contingent on ≥75% attendance, and an annual grant of 2,920 restricted shares of Class B stock granted on January 5 with immediate vesting; directors may elect to receive the $50,000 in fully vested shares. No additional fees for committee chairs or the Lead Independent Director .

Notes: Annual grant vests immediately; issued under the 2021 Plan. No extra fees for chair roles/LID, and CEO may waive the ≥75% attendance condition under mitigating circumstances . Change-in-control: restrictions on restricted shares lapse upon a Change in Control/Corporate Transaction .

Performance Compensation

Other Directorships & Interlocks

• Current public boards: Viper Energy Partners, LP; First Southern National Bank (committee specifics not disclosed) .
• Prior boards: United Trust Group (Audit Committee member), Western National Bank, IDT Corporation .
• Interlocks/related-party exposure: Compensation Committee states no interlocks/insider participation; independent director conflicts are reviewed by the Corporate Governance Committee .

Expertise & Qualifications

• Energy industry operating and investing expertise (E.G.L. Resources; S.E.S. Investments) .
• Financial oversight credentials: former UTGN Audit Committee member; designated audit committee financial expert at GNE .
• Public sector leadership (Mayor of Midland, TX; City Council) .
• Education: B.S., Engineering, University of Oklahoma .

Equity Ownership

Governance Assessment

• Strengths / positive signals

  • Long-tenured Lead Independent Director presiding over regular executive sessions, supporting independent oversight .
  • Audit Committee Chair and designated “audit committee financial expert,” with active committee cadence (Audit: 4; Comp: 5; Corp Gov: 6; Nominating: 1 in 2024) .
  • Ownership alignment: consistently elects stock in lieu of cash retainer (2022–2024) and holds a meaningful stake; equity grant policy delivers ongoing exposure to shareholder returns .

• Watch items / potential risks

  • No additional compensation for chairing Audit or serving as Lead Independent Director may under-recognize workload for critical oversight roles; policy confirmed in proxy .
  • Company-level related-party transactions and concentrated voting control by the Chairman (69.3% aggregate voting power) elevate structural governance risk and potential conflicts at the board level, underscoring the importance of strong independent leadership and committee rigor .
  • Director equity grants vest immediately and accelerate upon change-in-control, which may reduce at-risk horizon for director equity compared with performance-vesting structures; however, this is consistent with many small/mid-cap practices .

• Independence and engagement

  • Board determined Mr. Perry is independent and financially literate; independent directors met attendance thresholds and attended the annual meeting, supporting engagement .

Related-Party and Conflict Controls

• The Corporate Governance Committee reviews potential conflicts of interests of independent directors and monitors related person transactions; Perry serves on this committee (member) and chairs Nominating (independence reaffirmed) .
• Compensation Committee disclosures state no interlocks or insider participation; Mr. Perry is a member .
• No Perry-specific related-party transactions were disclosed in the proxy; the committee structure and independence reviews are designed to address such risks .

Director Compensation Structure Details

• Annual grants: 2,920 restricted Class B shares on January 5 (or next business day), vest immediately; directors may elect up to $50,000 additional restricted shares in lieu of cash retainer based on average of high/low price on trading day prior to grant .
• 2024 director compensation table confirms Mr. Perry elected stock in lieu of cash ($50,000 via 1,730 shares at $28.905), plus the January 5, 2024 grant (2,920 shares; $84,403 fair value) .

Say-on-Pay and Shareholder Feedback (Context)

• GNE holds advisory say-on-pay votes every three years (board preference re-affirmed in 2024 proxy); frequency proposal presented in 2024; outcome percentages not disclosed in the provided sections .

Compensation Committee Analysis (Composition and Process)

• Compensation Committee members: Alan Rosenthal (Chair) and Wes Perry; both independent; no interlocks or insider participation; committee administers the 2011 and 2021 equity plans and the Compensation Clawback Policy (primarily executive-focused) .

RED FLAGS

• Concentrated control and related-party transactions involving the Chair (e.g., IDT TSA fees; joint real estate investment) pose inherent governance risks; independent oversight and audit rigor are critical mitigants .
• Immediate vesting and change-in-control acceleration of director equity may reduce long-term performance alignment versus performance-vesting alternatives .