Eddy R. Ditzler
About Eddy R. Ditzler
Independent director and Audit Committee Chair of The Reserve Petroleum Company (RSRV); age 68 as of April 10, 2025; director since May 25, 2021; former Grant Thornton LLP audit partner (35+ years; retired Aug 2017) and regional National Professional Practice Director; “audit committee financial expert” (SEC definition). He holds a B.S. in Business Administration (Accounting) and an M.S. in Accounting from Oklahoma State University .
Past Roles
| Organization | Role(s) | Tenure | Committees/Impact |
|---|---|---|---|
| Grant Thornton LLP | Audit Partner; Quality Control Partner; National Professional Practice Director (regional) | >35 years until Aug 2017; NPPD from Dec 2012 to Aug 2017 | Supported audit teams on accounting/auditing/regulatory matters; resolved technical issues; industry coverage included oil & gas, financial institutions, insurance, manufacturing, distribution, retail, and services |
External Roles
| Category | Details |
|---|---|
| Other public company boards (past 5 years) | None disclosed in the 2025 proxy’s director biographies and summary tables covering “directorships in other public companies at any time during the past five years” |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board-designated “independent” under NASDAQ Rule 5605(a)(2) (RSRV trades OTC but applies NASDAQ independence definitions) |
| Committee assignments | Audit Committee Chair; designated “audit committee financial expert” (SEC definition) |
| Other committees | Not listed as serving on Nominating or Executive Committees; company has no Compensation Committee |
| Board meetings held (2024) | 3 meetings; policy that directors attend the Annual Meeting; all directors attended ≥75% of Board/committee meetings in 2024 and all attended the 2024 Annual Meeting |
| Audit Committee meetings (2024) | 4 meetings |
| Years of service on this board | Director since May 25, 2021 |
Fixed Compensation
| Component (2024) | Amount |
|---|---|
| Board meeting fees | $4,500 (per-meeting model: $1,500 per March, May, November meetings) |
| Audit Committee Chair fees | $4,000 ($1,000 per Audit Committee meeting; four meetings in 2024) |
| Total director fees (cash) | $8,500 |
| Equity/Options/Deferred comp | None; company provides no stock awards, option awards, non‑equity incentive compensation, or deferred compensation to directors |
Rate schedule context (2024): Board meetings paid at $1,500 per meeting; Audit Committee Chair $1,000 per meeting; other independent AC members $300 per meeting; no additional compensation for other committees .
Performance Compensation
| Program/Metric | Status for Directors |
|---|---|
| Stock awards (RSUs/PSUs), Option awards | None provided to directors |
| Non‑equity incentive/Bonus | None provided to directors |
| Performance metrics tied to director pay (TSR/EBITDA/ESG) | Not applicable; no at‑risk or performance‑based director programs disclosed |
| Vesting schedules (equity/option) | Not applicable |
| Deferred compensation | Not provided |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed (past five years) |
| Interlocks/related‑party exposure | No related‑party transactions disclosed for Ditzler in “Certain Relationships and Related Transactions” (section lists other directors/officers but not Ditzler) |
| Auditor relationship context | Company’s auditor is HoganTaylor LLP; Ditzler retired from Grant Thornton in 2017 (no stated relationship to current auditor) |
Expertise & Qualifications
| Area | Evidence |
|---|---|
| Financial reporting/audit oversight | Former Grant Thornton audit partner and regional NPPD; designated “audit committee financial expert” |
| Energy sector familiarity | Led/oversaw audits of publicly traded oil & gas companies |
| Broader industry breadth | Experience includes financial institutions, insurance, manufacturing, distribution, retail, and services |
| Education | B.S. in Business Administration (Accounting); M.S. in Accounting – Oklahoma State University |
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (shares) | “—” (no common shares reported as beneficially owned for Ditzler) |
| Pledged shares | None disclosed for Ditzler; only Mr. Savage has 1,269 shares pledged (board‑level disclosure) |
| Hedging policy | Company does not have a policy prohibiting employees or directors from hedging |
| Insider trading policy | Company has not adopted a formal insider trading policy; states compliance with SEC Rule 10b‑5 |
Governance Assessment
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Strengths
- Independent Audit Committee Chair with deep audit credentials; designated “audit committee financial expert,” which supports financial reporting integrity and auditor oversight .
- Independence affirmed by Board under NASDAQ definitions, despite OTC trading status .
- Meeting cadence and participation: Board held 3 meetings and Audit Committee held 4; all directors achieved at least 75% attendance and attended the Annual Meeting, indicating baseline engagement .
-
Alignment and compensation structure
- Director fees are modest and strictly per‑meeting; no equity or performance‑based pay for directors—positive for avoiding pay complexity but limits equity alignment; Ditzler reported no beneficial ownership, signaling low “skin‑in‑the‑game” alignment for this director .
- Fees set by vote of directors at each Board meeting; absence of equity or long‑term incentives simplifies governance but reduces long‑term alignment signals .
-
Board/process risks and red flags
- RED FLAG: No Compensation Committee; the company cites small size, but lack of an independent compensation oversight function is an atypical governance structure for a public company .
- RED FLAG: Risk oversight delegated to executive officers (two of three are also directors); diminishes independent risk oversight by non‑executive directors .
- RED FLAG: No formal insider trading policy and no prohibition on hedging; this is shareholder‑unfriendly and weakens alignment/behavioral safeguards .
- Related‑party context at board level (not involving Ditzler): McLain family ownership and affiliations; one director provides paid tax consulting; one director’s firm earns broker commissions/fees; one director has pledged shares—ongoing monitoring warranted though none of these involve Ditzler .
-
Shareholder sentiment context
- Prior say‑on‑pay support was ~98% in 2022; Board continues triennial say‑on‑pay approach, with frequency vote scheduled in 2025—an indicator of historically favorable votes despite simplified comp design .
Overall: Ditzler’s audit expertise and independence bolster board effectiveness, particularly in financial oversight. The principal governance concerns at the company level—no Compensation Committee, management‑centric risk oversight, and weak insider/hedging policies—temper confidence; Ditzler is not implicated in related‑party items, but his lack of share ownership reduces alignment signals in a structure that already lacks equity‑based director compensation .