Cameron R. McLain
About Cameron R. McLain
Cameron R. McLain, age 66, is Director, President, and Chief Executive Officer of The Reserve Petroleum Company (RSRV). He has served as a director since May 23, 2006, President since May 20, 2008, and CEO since May 19, 2009; he previously served as Exploration Manager from May 9, 1982 to December 31, 2023. He holds a B.S. in Geology (University of Oklahoma) and an MBA (Oklahoma City University) . Recent company outcomes under his leadership include 2024 net income of $2,029,278, $7,919,307 in cash from operations, and $10.00 per share in dividends; cumulative TSR for 2024 (measured from end-2021 to end-2024) was -27%, reflecting thinly traded OTC dynamics noted by the company .
Past Roles
| Organization | Role | Years | Strategic Impact/Notes |
|---|---|---|---|
| The Reserve Petroleum Company | Exploration Manager | 1982-2023 | Long-tenured technical leadership role prior to and alongside executive service . |
| Cities Service Oil and Gas Company (Mid-Continent Division) | Exploration Geologist | 1980-1982 | Early technical experience in exploration . |
External Roles
No other public company directorships or external executive roles for Cameron R. McLain are disclosed in the latest proxy for the past five years .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary (USD) | $237,600 | $242,352 |
| All Other Compensation (USD) | $37,704 (vehicle, life insurance, 401(k) match, director fees) | $38,463 (vehicle, life insurance, 401(k) match, director fees) |
| Total Compensation (USD) | $295,104 | $301,011 |
Perquisites detail for 2024: $5,052 personal use of company vehicle; $13,158 life insurance premiums; $15,753 401(k) company match; $4,500 director fees . The company does not provide stock, stock options, non-equity incentives, or deferred compensation to executives .
Performance Compensation
The company’s only variable pay is a year-end cash bonus equal to one to three months of base salary; no equity or formal performance plans are used .
| Incentive | Metric Basis | Weighting | Target | Actual Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Annual Cash Bonus (2023) | Discretionary within 1–3 months base salary | N/A | 1–3 months base salary | $19,800 | Paid in early December; immediate |
| Annual Cash Bonus (2024) | Discretionary within 1–3 months base salary | N/A | 1–3 months base salary | $20,196 | Paid in early December; immediate |
Pay-versus-performance disclosures emphasize there is no equity plan; bonus determination within the 1–3 month range is the sole “performance-based” decision. Cumulative TSR for 2024, 2023, 2022 was -27%, -21%, and 8%, respectively; the company states TSR is not used in pay decisions due to thin OTC trading .
Equity Ownership & Alignment
| Holder | Shares Beneficially Owned | % of Class | Pledged | Notes |
|---|---|---|---|---|
| Cameron R. McLain | 12,971 | 8.55% | No (only Mr. Savage has pledged shares) | Executive officer and director; part of family ownership bloc . |
| All Directors & Officers (9) | 27,323 | 18.00% | See footnote (Savage) | Concentrated insider ownership. |
| Cameron + Kyle McLain (as a group) | Approx. 17% of common stock | — | — | Also each owns 16.67% of affiliated Lochbuie LLC . |
Additional alignment/governance considerations:
- No company policy prohibiting hedging; company enforces SEC Rule 10b-5 but has not adopted a formal insider trading policy .
- No stock ownership guidelines disclosed for executives or directors .
Employment Terms
- Role start dates: Director since May 23, 2006; President since May 20, 2008; CEO since May 19, 2009 .
- Compensation framework: Base salary plus discretionary year-end bonus (1–3 months of salary); no equity plans; no deferred compensation; benefits include life/health insurance and 401(k) .
- Severance/change-of-control, non-compete/non-solicit, clawbacks, tax gross-ups: Not disclosed in the 2025 and 2024 proxy statements; executive compensation is set by the Board without a standing compensation committee, and no compensation consultants are used .
Board Governance
- Board roles: CEO and Director (Chair role is separate and held by Kyle L. McLain since 2013) . Cameron serves on the Executive Committee (with the Chairman) and the Nominating Committee (with independent directors Doug S. Fuller and William M. Smith) .
- Committees: Audit Committee is chaired by independent director Eddy R. Ditzler; members Fuller and Harris are also independent. Audit Committee met four times in 2024 . No Compensation Committee due to company size; Board makes pay decisions .
- Independence: Independent directors (as defined by NASDAQ rules) are Ditzler, Fuller, Harris, and Smith; CEO is not independent .
- Meetings/attendance: Board held three meetings in 2024; all directors attended at least 75% of Board and committee meetings; all attended the annual meeting .
- Stockholder communications: Independent director Marvin E. Harris is designated to receive communications for independent directors .
Director compensation (2024):
| Name | Board Meeting Fees | Audit Committee Fees | Total Director Fees |
|---|---|---|---|
| Cameron R. McLain | $4,500 | — | $4,500 |
Directors are paid per meeting ($1,500 per Board meeting in 2024). Audit Chair receives $1,000 per Audit meeting; other independent Audit members receive $300; no equity or deferred director compensation .
Performance & Track Record
| Year | PEO Total Comp (SCT) | Compensation Actually Paid (PEO) | Avg Non-PEO SCT | Avg Non-PEO CAP | Value of $100 (Cumulative TSR) | Net Income |
|---|---|---|---|---|---|---|
| 2022 | $257,566 | $257,566 | $210,577 | $210,577 | $108 | $4,000,751 |
| 2023 | $295,104 | $295,104 | $240,485 | $240,485 | $79 | $(55,648) |
| 2024 | $301,011 | $301,011 | $248,951 | $248,951 | $73 | $2,029,278 |
2024 operational context: 11 gross exploratory wells (4 producers, 4 dry holes, 3 in progress) and 19 gross development wells (15 producers, 4 in progress); $10.00/share dividend; $7.9M operating cash flow .
Related Party Transactions
- Affiliation with Lochbuie LLC: The company is affiliated by common management and ownership with Lochbuie, and co-owns certain oil and gas interests as tenants in common. Kyle and Cameron McLain, as a group, beneficially own approximately 17% of RSRV common stock and each owns a 16.67% interest in Lochbuie .
- Additional related-party services: Director Robert L. Savage’s advisory firm (LIA) earned $5,627 in 2024 commissions/fees and realized $25,343 in gains on managed securities; Director James L. Tyler received $14,650 in tax consulting fees in 2024 .
Say‑on‑Pay & Shareholder Feedback
- 2022 Say-on-Pay approval: ~98% approval for 2021 NEO compensation .
- Frequency: Board policy to hold Say-on-Pay every three years in line with the 2019 stockholder vote; 2025 includes Say-on-Pay and a frequency vote, with the Board recommending “once every three years” .
Compensation Committee Analysis
- No standing Compensation Committee; the Board sets executive compensation given the small size (eight employees; three executives). No compensation consultants are used .
- Philosophy emphasizes fairness and competitiveness for similarly sized E&P companies; compensation is reviewed annually in November and approved by the Board; program consists solely of base salary, small discretionary bonus, and standard benefits .
Board Service History, Committees, and Dual‑Role Implications
- Board Service: Director since 2006; CEO since 2009; serves on Executive Committee and Nominating Committee .
- Independence/Dual Role: CEO is not independent; Chair role is separated (held by his brother, Kyle L. McLain), aiding independent oversight in a small-company context .
- Committee Roles: Not on Audit; Nominating Committee includes CEO plus two independent directors; Audit Committee is fully independent and chaired by an audit committee financial expert .
Investment Implications
- Alignment and selling pressure: McLain’s 8.55% stake indicates meaningful alignment without equity vesting overhang; the company offers no equity awards, so there is no scheduled vesting-related selling pressure, but the absence of an anti-hedging policy and formal insider trading policy moderates alignment quality .
- Governance checks: Separation of CEO and Chair is a positive; however, absence of a Compensation Committee and CEO participation on the Nominating Committee increases management’s influence over governance processes in a closely held, small-cap context .
- Pay-for-performance: Variable pay is minimal and discretionary (1–3 months salary); with no equity/PSUs, incentive linkage to long-term TSR or operating KPIs is limited, though 2024 profitability, operating cash flow, and dividend were strong despite negative cumulative TSR in the pay-versus-performance window .
- Related‑party exposure: The Lochbuie affiliation and family control (approx. 17% combined for Cameron and Kyle) warrant monitoring for potential conflicts; current disclosures call out the relationship and other minor director‑related fees .
All data sourced from the company’s SEC filings as cited.