Christopher M. Schroeder

About Christopher M. Schroeder

Independent director at Mexco Energy Corporation since October 2014; age 60 as of the 2025 record date. Harvard Business School MBA (with honors). The Board has determined Schroeder is independent under NYSE American and Exchange Act rules. Core credentials: former CEO of multiple tech companies, Treasurer and VP Business Development at a public company, and expertise spanning management, entrepreneurship, financial reporting, accounting, capital markets, internal controls, and corporate governance .

Past Roles

External Roles

Board Governance

• Independence: Board affirmed Schroeder as independent; all three key committees are entirely independent .
• Attendance: Board met 4 times in FY2025; all directors (including Schroeder) attended all four meetings. Audit met 4 times; Compensation met 1; Nominating met 1—with all members attending .
• Committee Assignments and Chairs (FY2025):
  • Audit: Member (Chair: Thomas H. Decker; Decker designated “audit committee financial expert”) .
  • Compensation: Member (Chair: Kenneth L. Clayton) .
  • Nominating: Member (Chair: Kenneth L. Clayton) .
• Committee history:
  • FY2024: Compensation and Nominating member; not on Audit .
  • FY2023: Compensation and Nominating member; not on Audit .
• Board leadership: Combined Chair/CEO; no Lead Independent Director .

Fixed Compensation

Performance Compensation

• Director equity awards: No director option grants in FY2025 or FY2024 (options outstanding from prior years persist) .
• Outstanding equity awards (as of March 31, 2025):
  • Stock options: 10,000 options, strike $4.84, expiration 09/11/2028; all vested .

• Change-of-control treatment: Awards under Stock Plans accelerate vesting and remain exercisable per plan terms (no individual employment or CoC agreements) .

Other Directorships & Interlocks

• Public company boards: None disclosed for Schroeder in Mexco’s proxies .
• Compensation Committee interlocks: None—committee members are independent; no executive officers served on other companies’ boards/comp committees creating interlocks .

Expertise & Qualifications

• Board-stated qualifications: Former CEO (multiple tech firms), public company Treasurer/VP BD; provides expertise in management, entrepreneurship, financial reporting, accounting, capital markets, internal controls, corporate governance .
• Audit committee financial expert designation: Board designates Decker (Chair), not Schroeder .

Equity Ownership

• Options held (beneficial ownership footnote): Right to acquire 10,000 shares within 60 days via options .
• Pledging/hedging: No disclosures of hedging or pledging by Schroeder in proxies .
• Ownership guidelines: Company discloses no stock ownership requirements for executives; no director ownership guidelines disclosed .

Insider Trades

• Form 4 activity for “Christopher Schroeder” at MXC (2021-01-01 to 2025-11-20): None found using insider-trades skill (no filings returned) [Fetching insider trades for MXC... No insider trades found between 2021-01-01 and 2025-11-20].

Governance Assessment

• Strengths:

  • Clear independence, multi-committee engagement (Audit, Compensation, Nominating) and perfect attendance in FY2025 .
  • Relevant expertise in financial reporting, internal controls, and corporate governance; adds tech/digital and capital markets perspective .
  • Modest director cash retainer; no equity grants in FY2024–FY2025 (limits pay-related conflicts) .
  • No related-party transactions disclosed involving Schroeder .

• Shareholder vote signals:

  • Director election (2025): Schroeder received 1,614,220 “For” vs. 15,390 “Withheld” (broker non-votes 27,755)—a strong support signal .
  • Say-on-pay (2025): For 1,602,588; Against 819; Abstained 26,203; Broker non-votes 27,755—supportive shareholder sentiment toward compensation practices .

• Constraints/Considerations:

  • Combined Chair/CEO and absence of a Lead Independent Director may constrain independent board oversight (structural governance consideration) .
  • Controlling shareholder: CEO Nicholas C. Taylor beneficially owns ~46.14% of shares, which can limit minority shareholder influence and heighten the importance of independent directors’ vigilance .
  • No use of independent compensation consultant disclosed (Comp Committee relies on internal assessments), which may limit external benchmarking rigor .

RED FLAGS:

• No Lead Independent Director while Chair/CEO roles are combined .
• Very high insider ownership by CEO (46.14%), elevating potential conflicts and emphasizing the need for robust independent committee oversight .
• Absence of disclosed director stock ownership guidelines; limited direct equity ownership by Schroeder (beneficial ownership largely via options) .

Related Party & Conflicts

• Company discloses related-party office expense sharing with CEO Nicholas C. Taylor; no transactions noted involving Schroeder .
• Code of Ethics and Audit Committee charter mandate review and approval of conflicts/related-party transactions; annual questionnaires used to identify such matters .
• No loans or guarantees to directors; no shared investments disclosed for Schroeder .

Compensation Committee Analysis

• Composition: Clayton (Chair), Decker, Schroeder—entirely independent .
• Consultant usage: None retained; compensation decisions based on internal assessments and competitive knowledge .
• Meeting cadence: One formal meeting in FY2025 (all members attended) .
• Interlocks: None; no cross-service by Mexco executives on other entities’ boards/comp committees .

Additional Data Points

Notes and citations:

• All quantitative and narrative facts are sourced exclusively from Mexco’s DEF 14A (2025, 2024, 2023) and the 2025 8-K Item 5.07, as cited inline.