Kenneth L. Clayton
About Kenneth L. Clayton
Kenneth L. Clayton (age 81) has served as an independent director of Mexco Energy Corporation since September 2011. He holds a B.A. in Economics from Austin College and a J.D. from the University of Texas at Austin School of Law; he also attended UT’s Graduate School of Business. Clayton is a member of the State Bar of Texas and the Houston Bar Association, practicing in estate planning and probate, and is President of Fiduciary Resources Company, which he founded in 1984; previously, he was Senior Vice President and manager of the trust division at Capital National Bank (1970–1984) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Capital National Bank (Houston) | Senior Vice President; Manager, Trust Division | 1970–1984 | Led trust operations; banking/finance expertise |
| Fiduciary Resources Company | President; Founder | 1984–present | Provides business management services to executors/trustees; fiduciary oversight expertise |
| Private Law Practice | Attorney (Estate Planning & Probate) | Not disclosed | Legal and fiduciary expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| State Bar of Texas | Member | Not disclosed | Professional affiliation |
| Houston Bar Association | Member | Not disclosed | Professional affiliation |
| Other public company boards | None disclosed | — | No additional public directorships disclosed |
Board Governance
- Independence: The Board determined Clayton is independent under NYSE American and Exchange Act rules; all three key committees are fully independent .
- Board leadership: Mexco does not have a lead independent director; Chairman/CEO roles are combined .
- Attendance: Board met 4 times in FY2025; all directors attended all four meetings .
| Committee | Clayton’s Role | FY2024 Meetings | FY2025 Meetings |
|---|---|---|---|
| Audit | Member | 4 | 4 |
| Compensation | Chair | 1 | 1 |
| Nominating | Chair | 1 | 1 |
- Committee charters are published on Mexco’s website; Audit Committee identifies Decker as the financial expert .
Fixed Compensation
| Component | FY2024 | FY2025 |
|---|---|---|
| Cash retainer | $6,000; directors are paid $1,500 per quarter | $6,000; directors are paid $1,500 per quarter |
| Committee chair/member fees | Not disclosed | Not disclosed |
| Meeting fees | Not disclosed | Not disclosed |
Director compensation table lists Clayton’s total fees paid in cash; no additional director equity grants in FY2024–FY2025 .
Performance Compensation
| Element | FY2024 | FY2025 | Vesting/Terms |
|---|---|---|---|
| Stock option grants (director awards) | None granted | None granted | — |
| RSUs/PSUs (director awards) | Not disclosed | Not disclosed | — |
| Performance metrics tied to director pay | Not disclosed | Not disclosed | — |
| Outstanding options (Clayton) | None held | None held | — |
Other Directorships & Interlocks
| Company/Institution | Role | Committee roles | Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company board seats disclosed for Clayton . |
- Compensation Committee Interlocks: Committee formed in 2005; current members Clayton (Chair), Decker, Schroeder; no member is an officer or employee, and no interlocks with other entities’ compensation committees were disclosed .
Expertise & Qualifications
- Over 50 years of banking, property management, finance, and legal experience; provides finance and management expertise to the Board .
- Legal and fiduciary background across trust management and estate planning .
Equity Ownership
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Shares beneficially owned (Clayton) | 13,000 | 13,000 | 13,000 |
| Ownership % of outstanding | <1% | <1% | <1% |
| Options exercisable/unexercisable | None | — | None |
| Shares pledged as collateral | Not disclosed | Not disclosed | Not disclosed |
| Stock ownership guidelines | Company states it does not have stock ownership requirements (context in compensation policy) | — | — |
Section 16(a) compliance: Company believes all filing requirements were met for FY2025 .
Governance Assessment
- Committee leadership and independence: Clayton chairs both Compensation and Nominating Committees and sits on Audit, with all committees entirely independent—supports board oversight quality .
- Attendance and engagement: 100% board meeting attendance across directors (4 of 4); audit and compensation meetings attended (telephonically/electronically) by all members—indicates active participation .
- Shareholder support: 2025 director election votes for Clayton were 1,613,817 for and 15,793 withheld; say‑on‑pay passed with 1,602,588 for vs 819 against—signals investor confidence in governance and compensation oversight .
- Conflicts/related party: Proxy discloses a related‑party office cost sharing with CEO Nicholas C. Taylor; no related‑party transactions disclosed for Clayton. CEO owns 46.14% of shares outstanding, reflecting concentrated control; board asserts independent committees and risk oversight via Audit Committee .
- Compensation structure: Director pay in FY2025 was cash‑only ($6,000) with no equity grants; Clayton holds 13,000 shares (<1%), and no options—alignment is via direct share ownership rather than ongoing director equity awards .
Key Voting Outcomes (2025 Annual Meeting)
| Item | Result |
|---|---|
| Director election – Kenneth L. Clayton | Votes For: 1,613,817; Withheld: 15,793; Broker Non‑Votes: 27,755 |
| Auditor ratification (Weaver and Tidwell, L.L.P.) | For: 1,631,528; Against: 645; Abstain: 25,192 |
| Say‑on‑pay (NEO compensation, advisory) | For: 1,602,588; Against: 819; Abstain: 26,203; Broker Non‑Votes: 27,755 |