Nicholas Taylor
About Nicholas Taylor
Nicholas C. Taylor is Chairman of the Board and Chief Executive Officer of Mexco Energy Corporation, serving on a part-time basis; he has held the CEO role since September 2011 and previously served as CEO, President, and Director from 1983 to 2011. He is 87 years old, is a practicing attorney by background, and has over five decades of experience evaluating, acquiring, and managing oil and gas properties; he also served as Treasurer until March 1999 and continues independent legal and oil and gas activities . Company operating context during his current tenure includes recent Q1 FY2026 revenue growth of 5% year over year, with net income down 17% and explicit drilling/completion plans for the fiscal year, indicating active development amid commodity price volatility . Taylor is also MXC’s principal shareholder with 944,000 shares (46.14% of outstanding), a significant alignment and control factor .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Mexco Energy Corporation | CEO, President, Director | 1983–2011 | Led the company’s acquisition/management of oil and gas properties; Treasurer until March 1999 . |
| Mexco Energy Corporation | Chairman & CEO (part-time) | Sep 2011–present | Provides unitary leadership as combined Chair/CEO, guiding strategic direction . |
| Stubbeman, McRae, Sealy, Laughlin & Browder, Inc. (law firm) | Director and shareholder; partner of predecessor firm | ~1974–1993 (19+ years) | Legal leadership experience; foundation for governance and regulatory engagements . |
| Independent practice of law and oil & gas ventures | Attorney; independent E&P activities | 1993–present | Ongoing legal and industry practitioner experience . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Texas State Securities Board | Appointed member; Chairman for four years | 1995–2004 (member through Jan 2001; continued service to 2004) | Securities regulation oversight; governance and compliance expertise . |
| Texas Ethics Commission | Appointed member | Nov 2005–Feb 2010 | State ethics oversight; reinforces governance credentials . |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % | Actual Bonus ($) | Option/Stock Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2023 | 0 | — | 0 | 0 | 0 | 0 |
| 2024 | 0 | — | 0 | 0 | 0 | 0 |
| 2025 | 0 | — | 0 | 0 | 0 | 0 |
- Mr. Taylor waived his director’s fee for fiscal 2023–2025; the proxy states the sole compensation to be received consists of the waived director’s fees .
Performance Compensation
- The company’s program uses cash bonuses and long-term incentives (options and restricted stock) for NEOs, determined subjectively by the Compensation Committee without a fixed formula; however, Mr. Taylor received no salary, cash bonus, or equity awards in FY2023–FY2025 .
- The company does not have stock ownership requirements and has no employment contracts or change-in-control agreements; equity granted under stock plans is subject to accelerated vesting on change in control or certain terminations .
| Metric/Instrument | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| CEO Short‑Term Incentive (cash) | N/A | N/A | N/A | $0 | N/A (no award) |
| CEO Long‑Term Incentive (options/RSUs) | N/A | N/A | N/A | $0 | N/A (no award) |
| Program design for NEOs (general) | Subjective mix | Not formulaic | Mixed financial/non‑financial | Committee‑determined | Options/RS under plans |
Equity Ownership & Alignment
| Holder | Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| Nicholas C. Taylor | 944,000 | 46.14% | Principal shareholder; includes shares acquirable within 60 days where applicable (not for Taylor) . |
- Options/awards: Mr. Taylor held no options at FYE 2025; no vested/unvested equity awards outstanding .
- Pledging/hedging: No pledging disclosures specific to Mr. Taylor were noted; company states no stock ownership requirement policy .
- Group ownership: Officers and directors as a group (9 persons) own 1,132,593 shares (55.09%) .
Employment Terms
| Term | Detail |
|---|---|
| Role basis | Chairman & CEO on a part‑time basis, as required . |
| Employment agreement | None; no employment contract . |
| Change‑of‑control agreement | None; however, stock plan permits accelerated vesting upon change in control or certain terminations; 45,375 options (held by other NEOs) would have vested if a change in control occurred at 3/31/2025 . |
| Severance | Not disclosed (no employment agreement) . |
| Clawback/ownership guidelines | No stock ownership requirement policy; clawback not disclosed . |
| Non‑compete/Non‑solicit | Not disclosed. |
Board Governance
- Structure and independence:
- Board composed of one employee director (Mr. Taylor) and five non‑employees; four are independent under NYSE American and Exchange Act rules .
- Committees (Audit, Compensation, Nominating) are entirely independent directors .
- Combined Chairman/CEO; the Board has no policy to separate roles and currently endorses a unitary leadership structure; no lead independent director .
- Committee roles and 2025 meetings:
- Audit: Decker (Chair), Clayton, Schroeder; 4 meetings .
- Compensation: Clayton (Chair), Decker, Schroeder; 1 meeting .
- Nominating: Clayton (Chair), Banschbach, Decker, Schroeder; 1 meeting .
- Attendance: Board held 4 meetings in FY2025; all directors attended all four .
Director Service and Compensation (Nicholas Taylor)
- Board service: Director since 1983; Chairman & CEO since 2011; part‑time basis .
- Committee memberships: None (committees are composed entirely of independent directors) .
- Director pay: Mr. Taylor waived his director’s fee for fiscal 2023–2025 .
- Independence: Employee director (not independent) .
- Dual‑role implications: Combined Chair/CEO with no lead independent director; oversight occurs through independent committees and majority‑independent board .
Say‑on‑Pay and Shareholder Voting
| Proposal | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| Advisory vote on NEO compensation (2025 AGM) | 1,602,588 | 819 | 26,203 | 27,755 |
- Director election: Nicholas C. Taylor received 1,614,828 votes for, 14,782 withheld; broker non‑votes 27,755 .
- Auditor ratification (Weaver and Tidwell, L.L.P.): For 1,631,528; Against 645; Abstain 25,192 .
Related‑Party Transactions and Other Risk Indicators
- Related‑party transaction: The principal shareholder and CEO, Nicholas C. Taylor, shares office expenditures with Mexco; details referenced in Note 11 of the FY2025 10‑K .
- Section 16 compliance: Company believes all applicable insider reporting requirements were met in FY2025 .
- Equity plan activity: No options granted in FY2025; stock plans outstanding include the 2009 and 2019 plans with remaining availability and outstanding options primarily for other officers/directors .
- Governance balance: Combined Chair/CEO and no lead independent director present oversight considerations; majority‑independent board and fully independent committees mitigate oversight risk .
Performance and Operating Context During Tenure
| Period | Operating Revenues | YoY | Net Income (Diluted EPS) | YoY | Notes |
|---|---|---|---|---|---|
| Q1 FY2026 (quarter ended 6/30/2025) | $1,814,176 | +5% | $241,951 ($0.12) | −17% | Q1 FY2025 comps: revenue $1,727,835; EPS $0.14 . |
- FY2026 plan: Participate in drilling 35 and completion of 17 horizontal wells with estimated aggregate cost ≈$1.2 million (≈$350k spent to date as of release), indicating continued capital deployment despite price volatility .
Equity Awards and Vesting (CEO)
| Instrument | Shares Vested | Shares Unvested | Exercise Price | Expiration |
|---|---|---|---|---|
| Stock options (CEO) | — | — | — | — |
- At March 31, 2025, Mr. Taylor held no options to purchase company stock .
Compensation Committee Analysis
- Composition: Clayton (Chair), Decker, Schroeder; all independent .
- Consultant: No compensation consultant retained .
- Philosophy: Attract/retain talent, reward performance, align with shareholders; total compensation includes salary, annual cash incentives, and long‑term equity; mix determined subjectively, not formulaic .
- Risk assessment: Committee reviews policies to avoid excessive risk‑taking; believes compensation practices do not create material adverse risk .
Investment Implications
- Alignment and control: Taylor’s 46.14% beneficial ownership strongly aligns interests and provides control; however, combined Chair/CEO without a lead independent director elevates governance concentration risk. Oversight mitigants include majority‑independent board and fully independent committees .
- Insider selling pressure: No CEO equity awards outstanding and no salary/bonus paid to the CEO reduce near‑term forced‑sale/vesting pressure from the CEO specifically; accelerated vesting under change‑in‑control would primarily affect other NEO option holders (45,375 options at 3/31/2025) .
- Pay‑for‑performance: CEO comp is effectively $0 in FY2023–FY2025, suggesting reliance on equity value as incentive; say‑on‑pay received strong vote support by counts, and the program remains discretionary rather than formulaic, which can be flexible but less predictable for investors .
- Related‑party optics: Shared office expenditures between the company and the CEO/principal shareholder warrant ongoing monitoring for terms and materiality (referenced in 10‑K Note 11) .
- Execution risk: Operating metrics reflect mixed outcomes in Q1 FY2026 (revenue +5% YoY; net income −17% YoY) amid commodity volatility; planned drilling/completions with modest capital allocation signal continued growth initiatives .