Kyle L. McLain
About Kyle L. McLain
Kyle L. McLain (age 70) is Director, Chairman of the Board, and Executive Vice President at The Reserve Petroleum Company (RSRV). He has served as a director since May 23, 2006; Chairman since May 30, 2013; Executive Vice President since May 20, 2008; and previously Production Manager from May 12, 1984 through December 31, 2024. He holds a B.S. in Petroleum Engineering from the University of Oklahoma and was a reservoir engineer at Gulf Oil (1980–1984). Cameron R. McLain (CEO/President) is his brother, underscoring family control dynamics at RSRV .
Performance context: Company TSR fell to $73 on a $100 initial investment for 2024 (vs. $79 in 2023 and $108 in 2022), while net income improved to $2,029,278 in 2024 after a 2023 loss, and the Board declared $10.00 per-share dividends in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Gulf Oil Corporation | Reservoir Engineer | 1980–1984 | Technical E&P experience; foundational reservoir engineering skill set |
| The Reserve Petroleum Company | Production Manager | 1984–2024 | Long-term operational leadership overseeing production; continuity of field execution |
External Roles
| Organization | Role/Interest | Years | Notes / Potential Conflict Considerations |
|---|---|---|---|
| Mesquite Minerals, Inc. | Director and Officer | Disclosed as of 2023 | Affiliated management role; signals information flow across entities |
| Lochbuie LLC | 16.67% Interest (owner) | Current | RSRV holds properties as tenants in common with Lochbuie; related-party transactions oversight required |
| Mid-American Oil Company | Director/Officer (historical disclosure) | 2022 Proxy | Additional affiliate linkage through 2022 disclosures |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary (Kyle L. McLain) | $232,200 | $236,844 |
| Annual Bonus (Cash) | $19,350 | $19,737 |
| All Other Compensation (Perqs/Benefits/401k/Director Fees) | $34,952 (includes $ life insurance; 401k match; director fees) | $35,661 (vehicle use $5,684; life insurance $10,082; 401k match $15,395; director fees $4,500) |
| Total Compensation | $286,502 | $292,242 |
Notes:
- Elements for executives: base salary; year-end cash bonus equal to 1–3 months’ salary; health/life insurance; qualified 401(k); no equity incentives; no non-equity long-term incentives; no deferred comp (beyond 401(k)) .
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual (Kyle) | Payout Form | Vesting |
|---|---|---|---|---|---|---|
| Annual Cash Bonus | Company/role performance (discretionary) | Not disclosed | 1–3 months salary | 2023: $19,350; 2024: $19,737 | Cash | None (annual cash) |
The Company does not use equity incentives (no RSUs/PSUs/options) and has no formal, disclosed performance metric grid (e.g., revenue/EBITDA/TSR hurdles) for NEO bonuses .
Equity Ownership & Alignment
| Holder | Shares Beneficially Owned | % of Class | Pledged? |
|---|---|---|---|
| Kyle L. McLain | 12,382 | 8.16% | No (Company notes only Mr. Savage has pledged shares) |
| Cameron R. McLain | 12,971 | 8.55% | No |
| All Directors & Officers (9) | 27,323 | 18.00% | As footnoted (Savage: 1,269 pledged) |
Additional alignment facts:
- No stock ownership guidelines and no formal hedging prohibition (Company relies on Rule 10b-5 compliance; insider trading policy not formally adopted) .
- No outstanding options, RSUs, PSUs for Kyle; therefore no exercisable/unexercisable or vesting overhang .
Employment Terms
- Compensation governance: No standing Compensation Committee; Board (small-cap, 8 employees total) sets pay annually using industry surveys; no comp consultant used .
- Severance, change-in-control economics, clawbacks, non-compete/non-solicit: Not disclosed in proxy .
- Deferred compensation: Executives may defer via qualified 401(k); no separate NQDC plan disclosed .
Board Governance
- Roles: CEO/President (Cameron R. McLain) and Chairman (Kyle L. McLain) are separated, supporting some leadership independence .
- Independence: Independent under NASDAQ definitions—Eddy R. Ditzler, Doug S. Fuller, Marvin E. Harris, Jr., William M. Smith .
- Committees and Composition:
- Audit Committee: Chair—Eddy R. Ditzler (financial expert); members—Doug S. Fuller, Marvin E. Harris, Jr.; 4 meetings in 2024 .
- Executive Committee: Cameron R. McLain and Kyle L. McLain; did not meet in 2024 .
- Nominating Committee: Doug S. Fuller (ind.), Cameron R. McLain, William M. Smith (ind.) .
- Compensation Committee: None (Board-direct) .
- Meetings/Attendance: Board held 3 meetings in FY2024; all directors attended at least 75% of Board/committee meetings; policy encourages attendance at the annual meeting .
- Trading venue: OTCQB/OTC Bulletin Board (thinly traded OTC Pink sheets referenced in performance discussion), underscoring liquidity constraints .
Director Compensation
| Name | Board Meeting Fees | Audit Committee Fees | Total Director Fees (2024) |
|---|---|---|---|
| Kyle L. McLain | $4,500 | — | $4,500 |
| Eddy R. Ditzler | $4,500 | $4,000 | $8,500 |
| Doug S. Fuller | $4,500 | $1,200 | $5,700 |
| Marvin E. Harris, Jr. | $4,500 | $1,200 | $5,700 |
| Cameron R. McLain | $4,500 | — | $4,500 |
| William M. Smith | $4,500 | — | $4,500 |
| James L. Tyler | $4,500 | — | $4,500 |
| Robert L. Savage | $4,500 | — | $4,500 |
Program design: Per-meeting fees only; Audit chair/member fees modest; no equity grants, options, or non-cash retainers for directors .
Company Performance Context (for Pay-Performance)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | $15,345,679* | $12,637,670* | $15,181,646* |
| EBITDA ($) | $9,097,679* | $4,753,395* | $7,651,850* |
| Net Income ($) | $4,000,751 | $(55,648) | $2,029,278 |
| Cumulative TSR ($ per $100 initial) | $108 | $79 | $73 |
Notes:
- *Values retrieved from S&P Global.
- 2024 operational highlights: $7,919,307 net cash from operations; 11 exploratory wells (4 producers, 4 dry, 3 in-progress); 19 development wells (15 producers, 4 in-progress); $10.00 per-share dividends paid .
Compensation Structure Analysis
- Cash-heavy, no equity: All executive and director pay is cash; no dilution or equity overhang—reduces incentive alignment with TSR but avoids selling pressure from vesting schedules .
- Modest YoY increases: Kyle’s salary rose ~2.0% (2023→2024) while bonus remained roughly one month of salary—indicates stability rather than aggressive incentive leverage .
- No formal performance metrics or peer benchmarking: Board references industry surveys; absence of structured metrics (e.g., EBITDA/TSR targets) limits pay-for-performance rigor .
- Say-on-Pay support: ~98% approval in 2022, suggesting investor tolerance for RSRV’s simple cash-focused model .
Related Party Transactions & Interlocks
- Lochbuie LLC: RSRV owns interests in properties as tenants in common; Kyle and Cameron each own 16.67% of Lochbuie—ongoing affiliations require conflict oversight .
- Affiliates (historical): Mesquite Minerals, Inc. and Mid-American Oil Company—Kyle and Cameron were officers/directors; cross-ownership/disclosure appeared in prior proxies .
Say-On-Pay & Shareholder Feedback
- 2022 Say-on-Pay approval ~98% of votes cast—Board retained compensation approach .
- Frequency: Board recommends triennial say-on-pay (once every three years); 2025 proxy includes a vote on frequency .
Investment Implications
- Alignment: High insider ownership (Kyle 8.16%; combined insiders 18%) with no pledges by Kyle supports long-term alignment, but absence of equity incentives means limited direct linkage to TSR outcomes .
- Governance risk: Dual family leadership (CEO and Chairman are brothers), no Compensation Committee, and related-party property interests elevate governance and conflict-of-interest risk; reliance on Board discretion for pay and performance assessment could reduce incentive efficacy .
- Liquidity and trading signals: OTC trading with thin liquidity and volatile prints (Company itself notes stock price often not reflective of performance) reduces utility of TSR as a compensation input and complicates execution of insider or incentive-linked trades .
- Execution record: Operational activity and 2024 profitability rebound alongside $10/share dividends suggest cash generation capacity; however, lack of formal performance metrics and equity-based incentives may underweight growth/return focus in executive pay design .
Appendix: Board Service & Committees Summary for Kyle L. McLain
- Board service: Director since 2006; Chairman since 2013 .
- Committee roles: Member of Executive Committee (with Cameron R. McLain); no Compensation Committee exists; not on Audit Committee or Nominating Committee roster .
- Independence considerations: Chairman role held by an executive officer and brother of CEO; independence concerns mitigated by CEO/Chair separation but family relationship remains salient .
- Attendance: Board held 3 meetings in 2024; all directors >75% attendance; annual meeting attendance encouraged .
Data Sources
- RSRV DEF 14A (2025) for roles, compensation, ownership, committees, governance, say-on-pay: .
- Historical affiliate references (2022): .
- Financials (FY2022–FY2024): Revenues and EBITDA from S&P Global*; Net Income citations embedded above.
*Values retrieved from S&P Global.