John R. Van Kirk
About John R. Van Kirk
John R. Van Kirk is the Managing Director of North European Oil Royalty Trust (NRT), serving since 1990; he is 72 years old and also signs as Chief Executive Officer and Chief Financial Officer on Sarbanes-Oxley certifications . Given the Trust’s passive royalty structure, his pay is set based on time and skill managing administrative and financial affairs, not financial outcomes, and NRT provides no equity-based compensation . During his tenure, the Trust’s pay-versus-performance disclosure shows cumulative total shareholder return moving from $161 in FY 2022 to $71 in FY 2024 and net income declining from approximately $17.1 million to $5.1 million over the same period .
Past Roles
No biography or prior employment history for Mr. Van Kirk is disclosed in the 2025 DEF 14A or 2025 10-Q filings beyond his role since 1990 and age .
External Roles
No external directorships or outside roles for Mr. Van Kirk are disclosed in the 2025 DEF 14A or 2025 10-Q filings .
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 (Planned) |
|---|---|---|---|
| Base salary ($) | $141,085 | $144,420 | $144,670 |
| Bonus ($) | $0 | $0 | n/a (not disclosed) |
| SIMPLE IRA match ($) | $4,233 | $4,333 | $4,340 |
| Total compensation ($) | $145,318 | $148,753 | $149,010 |
Notes:
- NRT provides a SIMPLE IRA matching contribution up to 3% of cash compensation; this plan is available to employees including the Managing Director .
- Compensation is determined by the Compensation Committee based on workload and skill rather than Trust financial results due to the Trust’s passive nature .
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual cash bonus | n/a | n/a | n/a | $0 (FY 2023, FY 2024) | $0 | n/a |
| RSUs | n/a | n/a | n/a | None granted | n/a | n/a |
| PSUs | n/a | n/a | n/a | None granted | n/a | n/a |
| Stock options | n/a | n/a | n/a | None granted | n/a | n/a |
- NRT does not provide long-term or equity-based incentives; compensation is limited to salary and occasional cash bonus (none paid in FY 2023–FY 2024), reflecting the Trust’s inability to influence royalty income .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Units owned (beneficial) | 13,350 units |
| Units outstanding (Dec 30, 2024) | 9,190,590 units |
| Ownership as % of outstanding | 0.145% (computed from 13,350 / 9,190,590) |
| Anti-hedging/pledging policy | Prohibits short-term trading (if officer), short sales, margin, pledging, hedging, options trading unless prior approval; MD serves as Compliance Officer (Audit Chair for MD’s trades) |
| Stock ownership guidelines | None (no formal guidelines) |
Observations:
- Alignment is primarily through small direct unit ownership; there are no unvested equity awards, options, or performance shares at NRT .
- The insider trading policy materially limits pledging/hedging risk through prohibitions without prior approval .
Employment Terms
| Term | Disclosure |
|---|---|
| Role | Managing Director since 1990; also signs as CEO and CFO on SOX certifications |
| Employment contract | None; no employment contracts maintained by NRT |
| Severance | None; no severance plans |
| Change-of-control | None; no change-of-control plans |
| Clawback | Not disclosed |
| Non-compete / non-solicit | Not disclosed |
| Ownership guidelines | None |
| SIMPLe IRA | Employer match up to 3% (available to Managing Director) |
| Anti-hedging/pledging | Prohibits hedging/pledging without prior approval; MD is Compliance Officer (except for his own trades) |
Related Party Transactions (Office Reimbursements at Cost)
| Period | Amount ($) |
|---|---|
| FY 2024 total | $8,785 |
| Q2 FY 2025 | $1,698 |
| Q3 FY 2025 | $3,166 |
| 9M FY 2025 cumulative | $6,817 |
- The Trust reimburses the Managing Director at cost for office space/services following a shift to virtual office operations .
Performance & Track Record
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| “Compensation actually paid” to PEO ($) | $140,166 | $145,318 | $148,753 |
| Cumulative TSR (base $100 on 10/31/2021) | $161 | $141 | $71 |
| Net income ($) | ~$17,088,446 | ~$21,173,515 | ~$5,057,813 |
Additional context:
- The cumulative 12-month distribution increased to $0.81/unit including November 2025, up 69% from $0.48/unit in the prior 12 months, driven largely by the absence of large negative royalty adjustments versus the prior year .
Compensation Structure Analysis
- Pay mix is heavily fixed (salary + 3% SIMPLE IRA match), with no long-term or equity-based incentives; occasional cash bonus has been zero in FY 2023–FY 2024 .
- Compensation determination explicitly de-emphasizes financial outcomes (royalty income, FX, volumes) in favor of time/skill due to the Trust’s passive structure; no formal external benchmarking; outsourcing checks used to test cost effectiveness .
- No severance, no change-of-control protection, and no ownership guidelines; reduces entrenchment or golden parachute risk .
- Anti-hedging/pledging policy curbs misalignment risks associated with derivatives or pledging; MD is Compliance Officer for insider trading compliance (with independent oversight for his own trades) .
Investment Implications
- Alignment: Small direct ownership (0.145%) and absence of equity/LTI suggests limited pay-for-performance sensitivity; however, anti-hedging/pledging restrictions mitigate alignment risks from derivatives or collateral pledges .
- Retention risk: Compensation is modest and largely fixed with no severance or change-of-control protections; tenure since 1990 implies stability but limited contractual retention levers .
- Selling pressure: With no scheduled vesting from RSUs/options and bonuses at zero, near-term insider selling pressure from award vesting is minimal; any trading would be subject to the Trust’s insider policy and compliance processes .
- Governance/controls: MD serves as CEO/CFO for certifications and is central to internal control and disclosure processes; trustee committees (Audit/Compensation) operate independently with defined charters and membership .
- Performance backdrop: TSR and net income declined materially from FY 2022 to FY 2024, consistent with energy-price/volume/exchange-driven dynamics outside management control; distributions improved in late 2025 due to fewer negative adjustments, highlighting the Trust’s sensitivity to operator reconciliations rather than executive actions .