Bryan H. Lawrence
HALLADOR ENERGYAbout Bryan H. Lawrence
Bryan H. Lawrence (age 82) is an independent director of Hallador Energy Company (HNRG) serving since 1995. He founded and is a senior manager of Yorktown Partners LLC (energy-focused investment partnerships), following a 31-year career at Dillon, Read & Co. Inc. where he was Managing Director until its 1997 merger with SBC Warburg; he holds a BA from Hamilton College and an MBA from Columbia University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dillon, Read & Co. Inc. | Managing Director | 1966–1997 (until merger) | Energy investment banking; transactional experience |
| Yorktown Partners LLC | Founder and Senior Manager | Post-1997–present | Leads energy investment partnerships |
External Roles
| Company | Role | Industry | Notes |
|---|---|---|---|
| Riley Exploration Permian, Inc. | Director | Energy E&P | U.S. public company |
| Ramaco Resources, Inc. | Director | Coal | U.S. public company |
| Star Group, LP | Director | Fuel distribution | U.S. public company |
| Yorktown-affiliated non-public companies | Director | Energy | Yorktown partnerships hold equity interests |
Board Governance
- Independence: The Board determined Lawrence is independent under SEC/Nasdaq rules .
- Committee assignments:
- 2023: Audit, Compensation, Nominating
- 2024: Audit, Compensation, Nominating
- 2025: Audit (member); no Compensation/Nominating roles
- Attendance: Each director up for re-election attended at least 75% of Board and committee meetings in 2024; Board held 8 meetings, Audit 4, Compensation 2, Nominating 3 .
- Board structure: Chairman/CEO roles combined; no Lead Independent Director due to small board; committee chairs report to Board .
- Executive sessions: Non-management directors meet in executive session regularly after scheduled Board meetings .
- Risk oversight: Audit Committee meets without management; oversight of financial reporting, compliance, and controls .
Committee Membership by Year
| Year | Audit | Compensation | Nominating |
|---|---|---|---|
| 2023 | Member | Member | Member |
| 2024 | Member | Member | Member |
| 2025 | Member | — | — |
Fixed Compensation
| Item | Amount/Policy | Notes |
|---|---|---|
| Annual Board retainer (2024 actual – Lawrence) | $0 | Lawrence declined director compensation |
| Annual Board retainer (policy effective Jan 1, 2025) | $75,000 | Applies to non-employee directors; Lawrence continues to decline |
| Audit Committee Chair retainer (policy effective Jan 1, 2025) | $35,000 | Paid to committee chair; Lawrence is a member, not chair |
| Payment mix (policy effective Jan 1, 2025) | 50% cash / 50% fully vested stock | Based on closing price on payment date |
Performance Compensation
- No director performance-based pay disclosed; the company does not grant stock options as part of its equity compensation program and did not grant options in the last fiscal year; RSU plan eligibility includes directors, but Lawrence declines compensation .
Other Directorships & Interlocks
- Yorktown network: Lawrence is Yorktown’s founder; director Charles R. Wesley IV leads a Yorktown affiliate (Thoroughbred Resources LP). This creates interlocks among HNRG directors with Yorktown’s energy investments, warranting related-party vigilance .
- Related-party transaction controls: All related-person transactions >$120,000 require advance Audit Committee approval; committee obtains information and approves only if in shareholders’ best interests .
Expertise & Qualifications
- Energy transactions and board experience across E&P, coal, and fuel distribution; deep capital markets background (Dillon Read; Yorktown) .
- Academic credentials: Hamilton College (BA); Columbia University (MBA) .
- Tenure: ~30 years on Hallador’s Board as of 2025, with continuing independent status .
Equity Ownership
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| Shares beneficially owned | 499,746 | 499,746 | 499,746 |
| Ownership (% of outstanding) | 1.51% | 1.37% | 1.16% |
Additional alignment and safeguards:
- Anti-hedging and anti-pledging: Hedging and pledging prohibited unless Audit Committee grants an exemption; no exemptions have been granted since policy adoption .
- Group insider ownership: Directors and officers as a group owned 23.73% as of April 9, 2025 .
Insider Trades
| Year | Section 16 reporting status | Detail |
|---|---|---|
| 2022 | Late reporting | Lawrence filed late reports for nine transactions from Aug 18–Sep 9, 2022; disclaims beneficial ownership of those shares |
| 2023 | Timely (no Lawrence-specific late reports noted) | Company disclosed a late report for a former officer; no Lawrence late report disclosed in 2024 proxy |
| 2024 | Timely (no Lawrence-specific late reports noted) | 2025 proxy lists late filings for other directors; not Lawrence |
Say-On-Pay & Director Election Results (2025)
| Proposal | For | Against | Abstain |
|---|---|---|---|
| Say-on-Pay (NEO compensation) | 22,045,261 | 5,289,818 | 399,757 |
| Director | For | Against | Abstain/Withheld |
|---|---|---|---|
| Bryan H. Lawrence | 24,479,295 | 3,235,518 | 20,023 |
Governance Assessment
- Independence and engagement: Independent status affirmed; Audit Committee membership emphasizes financial oversight. Attendance threshold met (≥75%) with multiple committee meetings across 2024, supporting engagement .
- Alignment: Lawrence receives no director pay and holds a meaningful stake (499,746 shares), enhancing alignment with shareholders; broader insider ownership is high at 23.73% .
- Compensation oversight signals: Board increased director retainers effective 2025 and shifted 50% to stock, strengthening equity alignment for most directors; Lawrence continues to decline compensation, limiting potential pay-related conflicts .
- Controls and red flags:
- Interlocks: Yorktown affiliations (Lawrence; Wesley) and public energy boards create potential information-flow interlocks; reliance on Audit Committee’s related-party policy is critical to mitigate conflicts .
- Structure: No Lead Independent Director; combined Chair/CEO role heightens the importance of robust committee oversight and executive sessions .
- Compliance: Lawrence’s 2022 late Section 16 filings were disclosed; no subsequent late filings for Lawrence in 2024/2025 proxies, indicating improved compliance .
Net takeaway: Lawrence brings deep energy investment acumen and strong ownership alignment, with governance sensitivity around Yorktown interlocks and board leadership concentration. Active Audit Committee participation and established related-party review processes partially offset conflict risks .