Daniel Silver

About Daniel Silver

Daniel Silver, age 42, is Executive Vice President and Director at HighPeak Energy (appointed EVP and to the Board effective November 4, 2025, following his September 2025 Board appointment) and previously served as the Company’s Vice President Finance since August 2020; he also leads HR and IT . He was designated as a Board appointee by the Company’s controlling stockholders under the Stockholders’ Agreement and serves on the general partner management committees of HighPeak Energy Partners I and II, evidencing a non‑independent, dual role aligned with controlling holders . Company performance context during his elevation: Q3 2025 net loss was $18.3 million while EBITDAX was $139.9 million; capital expenditures were reduced >30% sequentially, debt maturities were extended to 2028, and a $0.04 dividend was declared .

Company performance context (latest reported quarter):

Past Roles

External Roles

Fixed Compensation

• No Named Executive Officer (NEO) line-item disclosure for Mr. Silver in HPK’s 2025 proxy; the NEOs for FY2024 were CEO Hightower, President Hollis, and COO Woodard .
• As of November 5, 2025, HPK stated no finalized additional compensatory arrangement for the new CEO; no separate EVP package for Mr. Silver was disclosed in that 8-K, indicating executive packages were still being set post-transition .

Performance Compensation

Program structure (company-level; individual terms for Mr. Silver not disclosed):

• LTIP share reserve equals 13% of shares outstanding; awards may include stock, options, dividend equivalents; acceleration on Change in Control (CIC). Dividend equivalents are paid on NEO stock options (program design reference) .
• Outstanding equity and vesting examples disclosed for other NEOs (time-based RS, fully-vested options for certain grants) but no individual grant table for Mr. Silver; therefore, no personal vesting schedule disclosed for him yet .

Equity Ownership & Alignment

Beneficial ownership filings (initial and amended):

Additional alignment policies and risks:

• Stock ownership guidelines: CEO 6x salary; NEOs 3x; other Section 16 officers 2x; five years to comply beginning from first measurement date (Dec 31, 2021). New executives generally follow the same timeline to reach compliance; directors expected to 5x maximum annual cash payment option .
• Hedging prohibited; insider trading policy updated in 2025 to expand MNPI-transacting prohibitions regarding counterparties .
• Pledging: prohibition removed in 2022; pledging of securities is permitted with approvals (policy change raises alignment risk generally). No pledging disclosed for Mr. Silver; a pledge exists for another insider (CEO footnote), underscoring program-level risk tolerance for pledging .

Employment Terms

• Employment agreements: HPK reported no individual employment/severance/CIC agreements for NEOs as of FY2024; severance historically discretionary .
• Change in Control Plan (adopted Sept 9, 2025): Discretionary severance program for designated employees via Participation Letters; potential maximum benefit up to 3x (highest base salary + highest single cash bonus) with pre‑CIC and post‑CIC qualifying termination pathways and a six‑month post‑CIC payment event; release and potential restrictive covenants required; includes 280G cutback/best‑net and clawback provisions .
• Non‑compete/Non‑solicit: Administrator may require a Non‑Competition, Non‑Solicitation & Confidentiality Agreement as a condition of participation/benefits .

CIC Plan summary:

Board Governance

• Appointment and independence: Mr. Silver joined the Board in September 2025 and is an employee (EVP) and a designated director of controlling holders under the Stockholders’ Agreement; he is therefore not independent .
• Committee roles: The 2025 proxy lists committee compositions prior to Mr. Silver’s appointment; no committee assignment for Mr. Silver was disclosed in the available filings to date .
• Controlled company: HPK is a “controlled company” under Nasdaq rules and not required to maintain fully independent Compensation or Nominating & Governance Committees; current committees include non‑independent members (e.g., Hightower, Hollis) .
• Lead Independent Director and executive sessions: Larry Oldham serves as Lead Director; independent directors meet in executive session at each Board meeting .

Board service and dual‑role implications:

• Mr. Silver serves concurrently as EVP of HPK and as CEO/committee member of controlling sponsor entities (HighPeak Energy Partners I/II and HighPeak Energy Management), and as the sponsor‑designated director at HPK; this structure creates potential independence and conflict‑of‑interest considerations common to controlled companies .

Director Compensation

• Non‑employee directors: No cash retainer; ~$150,000 annual restricted stock award (granted June 4, 2024 at $14.06 per share) vesting at next annual meeting; Audit Chair receives ~+$7,500 (equity or cash) .
• Employee directors: Compensation is provided through employment and reported in executive compensation tables (i.e., they do not receive separate director fees); Mr. Silver’s individual executive pay not yet disclosed as an NEO .

Performance & Track Record

• Leadership transition and strategy reset: In 2025 the Board appointed Michael Hollis as CEO (interim in September, permanent in November) and named Jason Edgeworth as Chairman; the Company acknowledged elevated leverage and pledged a disciplined, cash‑flow‑focused plan—context in which Mr. Silver was elevated to EVP .
• Q3 2025 operating update: Sales volumes ~47.8 Mboe/d; unhedged EBITDAX per Boe $30.94; unit LOE $6.57/Boe; debt terms extended to 2028 and liquidity improved by >$170MM; dividend maintained .

Risk Indicators & Red Flags

• Controlled company governance; non‑independent director and officer dual‑roles increase related‑party and alignment risks .
• Pledging permitted under policy since 2022 (with approvals) elevates potential margin‑call/supply risk; no pledging disclosed for Mr. Silver, but policy change is a structural red flag .
• Form 3 amendment corrected over‑reporting of direct holdings (357,501 → 57,501), highlighting initial reporting error; amended ownership is the operative figure .
• CIC Plan is discretionary; payment amounts can be set to $0 and participation is not guaranteed, which can both mitigate payouts and create retention uncertainty in a transaction scenario .

Equity Ownership & Alignment (Detail)

Employment Terms (Detail)

Compensation Structure Analysis

• No individual base salary, target bonus, or equity grant disclosure for Mr. Silver yet; 2025 filings focus on CEO transition and do not include EVP‑level NEO detail, limiting pay‑for‑performance assessment for him at this time .
• Company plan design includes a sizable evergreen‑style LTIP share pool (13% of outstanding), dividend equivalents on executive options, and CIC acceleration of unvested awards—these features can weaken performance linkage if not paired with stringent performance conditions; specific award terms for Mr. Silver not disclosed .

Say‑on‑Pay & Shareholder Feedback

• 2025 proxy proposals were director elections and auditor ratification; no advisory say‑on‑pay proposal was presented (consistent with emerging growth company status) .

Expertise & Qualifications

• Education: B.B.A. summa cum laude, Mays Business School, Texas A&M University .
• Technical/functional: Finance leadership across public company (HPK) and sponsor platforms, including compliance; valuation/forensic background; HR/IT oversight .
• Governance: Director of HPK and director of non‑profit AFIP; CEO roles and GP committee seats at controlling holder entities .

Investment Implications

• Alignment and control: Silver’s dual role (EVP and designated director of controlling holders; CEO of sponsor entities) aligns him with the principal shareholder group, improving information flow but limiting independence; expect sponsor‑aligned capital allocation and governance outcomes .
• Retention and incentives: With no disclosed individual package yet and a discretionary CIC plan, retention levers appear flexible but uncertain; watch for future 8‑Ks disclosing EVP compensation and any performance‑conditioned equity grants to gauge pay‑for‑performance alignment .
• Trading signals: Amended Form 3 indicates relatively modest direct share ownership (57,501 shares); no disclosed Form 4 sales in available documents, suggesting limited near‑term selling pressure from Mr. Silver; however, the Company’s allowance for pledging presents structural supply risk across insiders if used (none disclosed for Silver) .
• Governance risk premium: Controlled company status, recent leadership changes, and sponsor‑committee roles (Hollis/Silver/Hightower) suggest heightened governance risk; monitor committee reconstitution, independent oversight (Lead Director), and further disclosures on compensation plans as catalysts for sentiment and valuation .