Thomas M. Sauve

About Thomas M. Sauve

• Chief Executive Officer of Royalty Management Holding Corporation (RMCO) and member of the Board; previously also served as Chairman until November 25, 2024, when the Chair role shifted to D. Joshua Hawes while Sauve remained CEO and Director . Age 46 as of the 2025 proxy .
• Background: 18+ years in entity formation and land/lease management; President of American Resources Corporation (AREC) since 2015; founder/manager of a private land management company .
• Governance: elected/re-elected Director at the 2025 Annual Meeting with 11,322,246 votes “for” (very high support) .
• Company performance context: FY2024 revenue and EBITDA improved versus FY2023; see table below (small-cap, early-stage profile).

Values retrieved from S&P Global.*

Past Roles

External Roles

Fixed Compensation

Notes:

• Company states no retirement, pension, profit sharing, stock option or similar programs adopted for employees broadly .

Performance Compensation

• No non-equity incentive compensation disclosed for Sauve in 2023–2024; no executive equity awards granted in 2024 (PSUs/RSUs/options) .
• Director warrants (not executive equity plans) were issued for board service beginning Dec 17, 2024 under a board compensation plan; unrecognized expense for director warrants indicates multi‑year vesting (remaining ~$48,343 to be recognized on a weighted average basis over ~3 years, as of 9/30/2025) .

Equity Ownership & Alignment

• 5% holders include First Frontier Capital LLC (FFC) with 1,167,208 shares (7.8%); footnote states “Thomas M. Sauve, Chief Executive Officer, is beneficial owner and controller” of FFC .
• Officers/Directors table shows zero shares directly owned by Sauve as of Dec 31, 2024, highlighting ownership via entities rather than direct common holdings .
• White River Ventures LLC (5.7%) lists Sauve as controller (not a beneficial owner) .
• Director equity: 25,000 stock warrants were issued in 2024 for board service; Sauve’s director compensation shows $8,310 “Option Awards” amortized value for 2024 .
• Hedging policy: Company has not adopted restrictions; employees and directors are generally permitted to engage in hedging transactions (e.g., swaps, collars) . Pledging is not specifically addressed.

Employment Terms

• Employment Agreement: RMCO (via merger documents) required employment agreements at closing; S-4/A indicates Sauve is party to an employment agreement that provides he will begin receiving compensation once Royalty raised at least $5 million . The agreement is referenced in the S-3 exhibit list (incorporated by reference to the Nov 6, 2023 8‑K) .
• Severance / Change-of-Control: Not disclosed in the 2025 DEF 14A; no specifics on severance multiples, triggers, accelerated vesting, or tax gross‑ups found in the provided filings.
• Indemnification: Individual indemnity agreements for directors and officers providing advancement and broad indemnification rights were executed at the business combination closing; form of agreement attached (advancement within 10 days, extensive coverage) .

Board Governance

• Roles: CEO and Chairman combined until November 25, 2024; Chair role split thereafter (Hawes as Chair; Sauve remains Director/CEO) .
• Independence: Griffith, Kincaid, and Smith deemed independent; Audit Committee entirely independent; Griffith is Audit Chair; Kincaid is Compensation Chair; Smith is Nominating Chair .
• Attendance: In the last twelve months, Board met 8 times; committees met 6 times; each director attended 100% of their meetings in 2024 .
• Committee memberships (as of proxy): Sauve not listed on Board committees .
• Executive sessions: Occasionally held without management .

Director Compensation (Sauve – Board service)

Notes:

• 2024 board service included issuance of 25,000 warrants; disclosed values are amortized book values under Black-Scholes and not actual cash value .

Related Party Transactions (Governance and alignment risk)

• Leases and various agreements with Land Resources & Royalties LLC and parent Wabash Enterprises LLC (entities managed by Sauve); includes prior leasing of an aircraft owned by Wabash Wings LLC (subsidiary of Wabash Enterprises) .
• Agreements with Land Betterment Corporation (where Sauve previously served as director and CDO); contractor services at cost +12.5% margin .
• Agreements at times with American Resources Corporation (where Sauve is director and President) .
• First Frontier Capital LLC (controlled/beneficially owned by Sauve) invested via convertible notes/warrants in 2022; converted to common stock at business combination .
• Additional financings and related holdings among management affiliates (T Squared Partners LP, White River Holdings) detailed in S-4/A .

Performance & Track Record

• Business combination closed Oct 31, 2023; post‑combination corporate actions include adoption of a board compensation warrant plan effective Dec 17, 2024 .
• Shareholder support: Sauve re-elected Director June 24, 2025 with strong “for” votes (11.32M for; 11.8k against; 21.7k abstain) .
• Financial trend context (small reporting company): Revenues up in FY2024 vs FY2023; net loss narrowed meaningfully; see performance table above (S&P Global data). Values retrieved from S&P Global.*

Compensation Structure Analysis (Signals)

• Low variable pay/metrics: No disclosed annual incentive metrics (revenue/EBITDA/TSR) tied to CEO pay for 2023–2024; no executive equity awards in 2024; cash salary constituted the bulk of CEO comp .
• Board-level equity via warrants (service-based) with multi-year expense recognition; not performance-based PSUs/TSR .
• Hedging permitted; no disclosed ownership guidelines or anti‑hedging policy—can dilute alignment signals .
• Related-party transactions with entities managed/controlled by Sauve (leases, services, financings) pose potential conflict-of-interest optics despite Audit Committee oversight policy .

Employment & Contracts (Retention risk)

• Existence of a CEO Employment Agreement (tied to start of cash compensation after $5M capital raised) suggests capital-raise conditionality; severance and change-of-control provisions were not disclosed in the 2025 proxy; indemnification and advancement provide legal protection but are not retention economics .

Board Governance (Director service history, committees, dual-role implications)

• Board service: Appointed Director prior to Oct 31, 2023; served as Chairman and CEO until Nov 25, 2024; currently Director, CEO, and Board Secretary .
• Committee roles: Not on Audit, Compensation, or Nominating committees (independent directors chair these) .
• Dual-role implications: The separation of Chair and CEO in Nov 2024 mitigates CEO/Chair concentration; independence framework relies on three independent directors and committee structures .

Say‑on‑Pay & Shareholder Feedback

• No say-on-pay vote disclosure in 2025 proxy; not required for emerging growth/smaller reporting companies. Director election outcomes show strong support for the slate including Sauve .

Expertise & Qualifications

• Transaction and operations background in resources and land royalties; significant M&A integration experience via AREC (eight acquisitions integrated) .

Equity Ownership Detail (Expanded)

Investment Implications

• Alignment/motivation: CEO’s direct pay has limited performance linkage (no bonus metrics, no FY2024 executive equity), while meaningful economic alignment appears through entity-controlled shareholdings (FFC 7.8%). Hedging permitted and absence of ownership guidelines may temper alignment quality .
• Governance risk: Prior CEO/Chair combination has been split, improving oversight optics; however, related-party transactions with entities managed by Sauve (leases, services, financings) are notable and require ongoing audit committee scrutiny .
• Retention/overhang: Lack of disclosed severance/CoC economics obscures retention risk assessment; director warrant plan implies modest multi‑year dilution and limited cash outlay, but provides non‑performance equity at board level rather than management-level PSUs .
• Execution track: Strong re-election support and improved FY2024 losses versus FY2023 are positives for execution credibility in an early-stage model; continued clarity on capital raises, related-party unwinds/controls, and instituting performance-based incentives would be constructive for public-market alignment. Values retrieved from S&P Global.*

SOURCES

• 2025 DEF 14A (governance, comp, ownership, committees, director comp, related parties, attendance):
• 2025 PRE 14A (biography):
• 2025 8‑K (June 24, 2025 vote results):
• 2025 10‑Q (Q3) (board warrant plan and expense/vesting):
• 2023 8‑K (Business Combination; indemnity agreements; beneficial ownership at closing; exhibits):
• 2023 S‑4/A (employment agreement reference, condition to compensation start; employment agreement closing condition; related parties):
• 2025 S‑3 exhibit list (employment agreement reference):

SPGI financials disclaimer: Values retrieved from S&P Global.*