Beverly A. Cummings
About Beverly A. Cummings
Beverly A. Cummings, age 72, is Executive Vice President, Chief Financial Officer, Treasurer, and Principal Financial Officer of PrimeEnergy Resources Corporation; she has served as CFO/Treasurer since October 1987, Executive Vice President since May 1991, and has been a director since February 1988. She is a Certified Public Accountant with a B.S. from the State University of New York and an MBA from Rutgers University; she also holds similar positions across the Company’s subsidiaries . Recent pay-versus-performance disclosures show total shareholder return (TSR) values of $201.23 (2022), $246.35 (2023), and $508.66 (2024) alongside net income of $48.664M (2022), $28.103M (2023), and $55.404M (2024) . Revenue and EBITDA rose sharply in FY2024 versus FY2023, providing strong pay-for-performance context during her tenure: Revenue +89.9% YoY; EBITDA +154.1% YoY in FY2024; prior year revenue −10.2% and EBITDA +2.5% YoY in FY2023.*
Governance note: Cummings is an executive director and member of the Executive Committee; she is not independent under Nasdaq standards (independent directors are Fong, Gimbel, Hurt) and the CEO also serves as Chairman; the Board does not appoint a Lead Independent Director .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| PrimeEnergy Resources Corporation | Vice President, CFO, Treasurer | 1987–present | Long-tenured finance leadership; deep knowledge of oil & gas operations and PrimeEnergy’s business . |
| PrimeEnergy Resources Corporation | Executive Vice President | 1991–present | Senior executive oversight; continuity of financial stewardship . |
| PrimeEnergy Resources Corporation | Director | 1988–present | Board-level oversight; financial expertise on Board . |
| PrimeEnergy subsidiaries | Comparable officer roles | Ongoing | Harmonized finance controls and oversight across subsidiaries . |
External Roles
No external directorships or committee roles for Cummings are disclosed in the latest or prior proxies. (None disclosed) .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 742,000 | 816,200 | 842,317 |
| Bonus (Cash Incentive) ($) | 1,454,750 | 1,500,000 | 1,800,000 |
| All Other Compensation ($) | 69,362 | 73,552 | 81,861 |
| Total ($) | 2,266,112 | 2,389,752 | 2,724,178 |
| Director Fees included in “All Other” ($) | 30,000 | 30,000 | 30,000 |
| Other Perquisites (examples) | 401(k) $11,600; club dues $12,400; LTD $9,428; life insurance $5,334 | 401(k) $13,200; club dues $12,400; LTD $9,428; life $8,524 | 401(k) $13,200; club dues $12,400; LTD $17,609; life $8,652 |
Performance Compensation
| Component | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual Cash Bonus | Discretionary; no formal metric formula; Compensation Committee judgment | n/a | n/a | Company performance and executive contributions as assessed | $1,800,000 (2024) | Cash; no vesting |
| Annual Cash Bonus | Discretionary; no formal metric formula; Compensation Committee judgment | n/a | n/a | Company performance and executive contributions as assessed | $1,500,000 (2023) | Cash; no vesting |
Notes:
- Company states bonuses are determined via judgment/discretion, not a numeric formula, considering responsibilities, challenges overcome, and performance alignment .
- No RSUs/PSUs/option awards granted in 2024 or 2023; Company made a single legacy option grant in 1989 (fully vested since 1994) and has not granted new equity since .
Equity Ownership & Alignment
| Year (Record Date) | Shares Beneficially Owned | Percent of Shares Outstanding | Breakdown (Shared Voting) | Options Presently Exercisable |
|---|---|---|---|---|
| 2022 (Apr 12) | 75,000 | 3.66% | 5,000 | 70,000 |
| 2024 (Apr 10) | 75,000 | 4.03% | 5,000 | 70,000 |
| 2025 (Apr 7) | 75,000 | 4.30% | 5,000 | 70,000 |
Pledging/Hedging:
- Only CEO (Mr. Drimal) is disclosed as having pledged stock; no pledging disclosed for Cummings .
- Company discourages hedging; any such transactions must comply with insider trading policy .
Stock Ownership Guidelines:
- No executive or director ownership guideline disclosures found in the proxies (none disclosed) .
Outstanding Options
| Name | Options Exercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|
| Beverly A. Cummings | 52,500 | 1.00 | Non-expiring; fully vested since May 1994 |
| Beverly A. Cummings | 17,500 | 1.25 | Non-expiring; fully vested since May 1994 |
Awards/Exercises:
- No equity awards granted in 2024/2023; no options exercised in those years .
Employment Terms
| Term | Detail |
|---|---|
| Employment start dates | Elected Vice President, CFO & Treasurer in Oct 1987; Executive Vice President since May 1991 . |
| Current roles | Executive Vice President, CFO, Treasurer, Principal Financial Officer; similar subsidiary positions . |
| Contract term/severance/CoC | Not disclosed in proxies (Comp Committee charter oversees such agreements generally) . |
| Non-compete/non-solicit | Not disclosed in proxies . |
| Clawbacks | No clawback policy disclosure specific to executive compensation; Code of Conduct is disclosed . |
| Insider trading policy | Adopted; filed as Exhibit 19 to 2024 Form 10-K . |
| Hedging policy | Hedging discouraged; must comply with insider trading policy . |
| Committee roles | Executive Committee member (with CEO and Hurt) . |
Board Governance (Service History, Committees, Independence)
- Board service: Director since February 1988; attended all Board and applicable committee meetings in 2024; Board met 3 times in 2024 .
- Committee roles: Executive Committee member; not on Audit or Compensation Committees .
- Independence: Board determined independent directors are Hurt, Gimbel, Fong; Cummings is an executive director and not independent .
- Board leadership: CEO also serves as Chairman; no Lead Independent Director appointed .
- Nominating process: No standing nominating committee; Board acts as nominating committee with Cummings abstaining .
Director Compensation
| Director | Fees Earned (Cash) FY2024 | Other Compensation | Total |
|---|---|---|---|
| H. Gifford Fong | 30,000 | — | 30,000 |
| Thomas S. T. Gimbel | 30,000 | — | 30,000 |
| Clint Hurt | 30,000 | — | 30,000 |
- Directors receive $10,000 per Board meeting; no fees for committee meetings; no equity compensation or non-qualified plans .
- Cummings receives $30,000 director fees included in “All Other Compensation” each year .
Say-on-Pay & Shareholder Feedback
| Proposal | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| 2025 Advisory vote on executive compensation | 905,423 | 35,392 | 246,035 | 0 |
| 2025 Frequency of future votes (One/Two/Three Years/Abstain) | 274,284 / 800 / 910,899 / 867 | — | — | — |
- Board recommends triennial frequency; stockholders overwhelmingly supported “three years” .
Company Performance (context for pay-for-performance)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | 137,096,000* | 123,125,000* | 233,894,000* |
| EBITDA ($) | 56,181,000* | 57,563,000* | 146,230,000* |
Values retrieved from S&P Global.*
Selected highlights:
- FY2024 vs FY2023: Revenue +89.9% YoY; EBITDA +154.1% YoY (derived from S&P Global values).*
- FY2023 vs FY2022: Revenue −10.2% YoY; EBITDA +2.5% YoY (derived from S&P Global values).*
- Pay vs performance TSR values: $201.23 (2022), $246.35 (2023), $508.66 (2024) .
Risk Indicators & Red Flags
- Equity award design: No new RSUs/PSUs; reliance on large discretionary cash bonuses; limited explicit performance metric disclosure (risk of weak pay discipline) .
- Governance structure: Combined CEO/Chair, no Lead Independent Director (potential oversight concentration) .
- Pledging: Only CEO pledged stock in 2022; none disclosed for Cummings (positive) .
- Hedging: Hedging discouraged but no formal prohibition policy disclosed (moderate) .
Compensation Structure Analysis
- Cash vs equity mix: 100% cash compensation in recent years; no current equity grants; legacy options are deeply in-the-money and fully vested since 1994 (shift away from at-risk equity) .
- Discretionary bonuses: Committee exercises judgment rather than formulaic targets; bonuses increased despite lack of disclosed metrics (monitor alignment risk) .
- Consultant use: Compensation Committee did not engage external compensation consultants (may reduce benchmarking rigor) .
- Director fees: Flat per-meeting structure; no equity for directors .
Trading Signals & Insider Pressure
- Vesting schedules: No ongoing vesting events (legacy options fully vested); limited near-term selling pressure from scheduled vesting .
- Beneficial ownership: Cummings holds 4.30% of outstanding shares (incl. 70,000 options); skin-in-the-game is meaningful for a small-cap issuer .
- Form 4 activity: Not covered in proxy; refer to insider filings for real-time signals (not disclosed here) .
Investment Implications
- Alignment: High tenure, meaningful ownership, and absence of pledging support alignment; however, heavy reliance on discretionary cash bonuses with minimal disclosed performance metrics warrants monitoring for pay discipline .
- Execution/Performance: FY2024 revenue/EBITDA inflection and TSR improvement support pay outcomes; sustaining operating momentum will be critical given YoY volatility in FY2023 results.*
- Governance: Combined CEO/Chair and no Lead Independent Director elevate oversight risk; compensates partially with majority-independent Board and clear committee separation (Cummings not on audit/compensation) .
- Near-term trading: Lack of pending vesting events reduces mechanical sell pressure; watch insider Form 4s and buyback/distribution policies for signals (Form 4s not detailed in proxies) .
Values retrieved from S&P Global.*