James L. Tyler
About James L. Tyler
James L. Tyler, age 77 as of April 10, 2025, has served as a director of The Reserve Petroleum Company since May 22, 2018. He previously served as the Company’s Chief Financial Officer, 2nd Vice President, and Secretary/Treasurer from August 2003 until his retirement on December 31, 2017. Tyler holds a Bachelor of Science in Accounting from the University of Central Oklahoma and is a Certified Public Accountant in Oklahoma .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Reserve Petroleum Company | CFO, 2nd VP, Secretary/Treasurer | Aug 2003 – Dec 31, 2017 | Senior finance leadership; public company reporting |
| Grace Petroleum Corporation | Vice-President Controller | May 1979 – May 1994 | Corporate controllership |
| MCNIC Oil & Gas, Inc. | Controller | Jun 1994 – Apr 1999 | Corporate accounting oversight |
| Express Ranches | Controller | May 1999 – Mar 2003 | Corporate accounting |
| Bison Drilling Company | Accounting Manager | May 1999 – Mar 2003 | Accounting management |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed for past 5 years |
Board Governance
- Independence: Not identified as independent by the Board (independent directors are Ditzler, Fuller, Harris, and Smith) .
- Committees: Not listed on Audit, Nominating, or Executive Committees; Audit Committee members are Ditzler (Chair, audit committee financial expert), Fuller, Harris; Nominating Committee members are Fuller, Cameron R. McLain, and William M. Smith; Executive Committee consists of Cameron and Kyle McLain .
- Attendance and engagement: Board met three times in 2024; all directors attended at least 75% of Board and committee meetings and all attended the Annual Meeting .
- Board structure and oversight: CEO and Chairman roles are separated; risk oversight delegated to executive officers given company size .
- Shareholder votes (2025 Annual Meeting): Tyler received 73,731 votes “For,” 98 abstentions, 9,943 broker non-votes; Say‑on‑pay advisory vote passed (For 62,647; Against 778; Abstentions 10,404; broker non-votes 9,943); Frequency of say‑on‑pay: plurality for every three years (38,761 votes) .
- Say‑on‑pay history: 2022 Say‑on‑pay received approximately 98% approval .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Board Meeting Fees (cash) | $4,500 | $4,500 |
| Audit Committee Fees | $0 | $0 |
| Total Director Fees | $4,500 | $4,500 |
- Company director compensation is per-meeting cash only: $1,500 per Board meeting in March, May, and November; Audit Committee pays $1,000 to Chair and $300 to other independent members; no equity, stock options, non‑equity incentive, or deferred compensation for directors .
Performance Compensation
| Compensation Element | Details |
|---|---|
| Equity awards (RSUs/PSUs) | None for directors |
| Stock options | None for directors |
| Performance metrics | None used for director compensation |
| Meeting-based variable pay | Cash per meeting; not performance-linked |
The Company does not grant incentive or equity‑based pay to directors; compensation is nominal and strictly per‑meeting cash .
Other Directorships & Interlocks
| Company | Role | Interlock/Committee | Status |
|---|---|---|---|
| — | — | — | No other public company boards disclosed (past 5 years) |
Expertise & Qualifications
- CPA with extensive controllership and CFO experience in oil and gas and corporate accounting; BS in Accounting from University of Central Oklahoma; Certified Public Accountant in Oklahoma .
- Deep internal knowledge of RSRV’s finance and operations from prior executive tenure .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| James L. Tyler | — | — | No shares disclosed; none pledged |
- Policies: Company has not adopted a formal insider trading policy; hedging by employees/directors is not prohibited; none of the shares are pledged except those of Mr. Savage (not Tyler) .
Insider Trades (Form 4)
| Period | Transactions |
|---|---|
| 2024–2025 | None found for James L. Tyler (insider-trades skill query run for 2024-01-01 to 2025-12-31) |
Governance Assessment
- Independence and conflicts: Tyler is not classified as independent and performs paid tax consulting for the Company ($14,650 in 2024; $37,750 in 2023), representing a related‑party transaction and ongoing financial ties to management. This is a governance red flag for potential conflicts of interest and board independence .
- Compensation alignment: Director pay is 100% cash, nominal, and per‑meeting, with no equity ownership requirement and no equity grants; Tyler holds no shares, weakening ownership alignment and “skin‑in‑the‑game” for investor confidence .
- Policies: Absence of a formal insider trading policy and allowance of hedging and pledging (generally) reduces alignment and control rigor; although Tyler has no shares, policy posture is shareholder‑unfriendly. RED FLAG .
- Committee structure and oversight: No Compensation Committee; risk oversight delegated to executives; Audit Committee appropriately chaired by an independent financial expert, but overall committee architecture is minimal for a public company. Potential weakness in independent oversight .
- Shareholder signaling: 2025 say‑on‑pay and frequency votes passed (triennial preference), and 2022 say‑on‑pay approval was ~98%, indicating broad shareholder support for the compensation approach; however, this support primarily reflects executive pay and may not mitigate director‑specific independence concerns .
RED FLAGS
- Related‑party consulting payments to Tyler (ongoing financial relationship with the Company) .
- Not independent per Board classification .
- No formal insider trading policy; hedging permitted .
- No equity ownership and no director ownership guidelines disclosed; alignment risk .
- Absence of Compensation Committee; limited governance infrastructure .