Doug S. Fuller

About Doug S. Fuller

Doug S. Fuller, age 67 as of April 10, 2025, is an independent director of The Reserve Petroleum Company (RSRV), serving on the Board since May 2, 2000, with over 25 years of tenure at the company . He is President and Chief Executive Officer of Quail Creek Bank (since April 20, 2009) and previously spent decades in banking, including as an executive officer at Bank of Oklahoma (1992–2007) and as Membership Director at Leadership Oklahoma (2007–2009) . Fuller holds a BBA in Finance from the University of Oklahoma and an MBA from Oklahoma City University . The Board has determined he is independent under NASDAQ Listing Rule 5605(a)(2) .

Past Roles

External Roles

No other public company directorships are disclosed for Fuller in the past five years (the proxy includes such disclosures if present) .

Board Governance

• Independence: Independent director under NASDAQ Rule 5605(a)(2) .
• Committees: Member, Audit Committee; Member, Nominating Committee (Audit Chair is Eddy R. Ditzler; Nominating Committee members are Fuller, Cameron R. McLain, and William M. Smith) .
• Committee activity: Audit Committee met four times in 2024; Nominating Committee met once in March 2025 .
• Attendance: The Board held three meetings in 2024; all directors attended at least 75% of Board and committee meetings, and all directors attended the Annual Meeting .
• Engagement inference: Directors are paid per meeting attended; Fuller’s 2024 fees indicate attendance at all 3 Board meetings and all 4 Audit Committee meetings (see compensation table) .
• Board structure: CEO and Chairman roles are separated (CEO: Cameron R. McLain; Chair: Kyle L. McLain) .
• Risk oversight: Delegated to executive officers due to company size; two of three executives also serve as directors .
• Compensation Committee: None (Board handles compensation due to small size) .

Fixed Compensation

Director compensation is cash-only, paid per meeting attended; there are no retainers, equity awards, non-equity incentives, or deferred compensation for directors .

Notes: 2024 director fees imply Fuller attended all 3 Board meetings ($1,500 x 3) and all 4 Audit Committee meetings ($300 x 4) .

Performance Compensation

Other Directorships & Interlocks

The proxy discloses related-party transactions involving other directors/executives (Lochbuie LLC affiliation; consulting and advisory relationships), but none are attributed to Fuller .

Expertise & Qualifications

• Banking and finance executive with 40+ years of experience; current bank CEO since 2009 .
• Academic credentials: BBA (Finance), University of Oklahoma; MBA, Oklahoma City University .
• Governance experience: Long-tenured RSRV director since 2000; Audit and Nominating Committee member .
• Audit oversight: Serves on Audit Committee (Ditzler is designated as the audit committee financial expert) .

Equity Ownership

Governance Assessment

• Strengths

  • Independent status; tenure provides institutional knowledge .
  • Relevant financial and risk oversight experience from banking career; active Audit and Nominating Committee service .
  • Demonstrated engagement: per-meeting pay and 2024 fee detail indicate Fuller attended all Board and Audit meetings; Board disclosed at least 75% attendance for all directors and full Annual Meeting attendance .
  • Separation of CEO/Chair roles supports oversight .
  • Say-on-pay support historically strong (approx. 98% approval in 2022), signaling positive investor sentiment on governance and pay approach at the company level .

• Concerns and Potential Red Flags

  • No Compensation Committee; Board retains compensation oversight due to size—acceptable for micro-caps but a governance limitation for best practices .
  • No director equity compensation and no disclosed stock ownership by Fuller; reduces pay-for-performance alignment and “skin in the game” signals for outside directors .
  • Company does not prohibit hedging and has no formal insider trading policy; one director (Savage) has pledged shares—policy environment is less shareholder-friendly even if not specific to Fuller .
  • Concentrated influence/related parties at the company (Lochbuie LLC affiliation; consulting and brokerage relationships) heighten overall governance risk context, though none specifically implicate Fuller .

• Net View: Fuller brings strong financial oversight and long-tenured, independent governance. However, the company’s small-cap governance footprint (no comp committee, cash-only director pay, permissive hedging, no formal insider trading policy) creates alignment and policy risks for investors to monitor, independent of Fuller’s personal profile .

Notes on Shareholder Votes and Engagement (Context)

• 2022 Say‑on‑Pay approval ~98%; Board intends triennial Say‑on‑Pay cadence with a new frequency vote on the 2025 ballot .

Appendix: Committee Snapshot