Lawrence R. Francis
About Lawrence R. Francis
Lawrence R. Francis is 1st Vice President, Chief Financial Officer, and Secretary/Treasurer of The Reserve Petroleum Company. He joined the company on September 1, 2017 and was elected CFO effective January 1, 2018; he is 48 years old, holds a B.S. in Accounting from the University of Central Oklahoma, and is a Certified Public Accountant in Oklahoma . Company performance during his tenure shows net income of $2,029,278 in 2024 vs a net loss of $55,648 in 2023 and net income of $4,000,751 in 2022; cumulative TSR measured from 2021 ended at (27)% in 2024, (21)% in 2023, and 8% in 2022 . Revenues were $15.182M in 2024 vs $12.638M in 2023 and EBITDA was $7.652M in 2024 vs $4.753M in 2023; values marked with * retrieved from S&P Global.*
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| HoganTaylor LLP | Assurance Manager | 2013–2017 | CPA assurance background supporting financial controls and reporting |
| Smith, Carney and Company, P.C. | CPA | 2011–2012 | Public accounting experience; credentialed CPA |
| Retail sector (multiple) | Operations Management | 10+ years (pre-2011) | Operational leadership experience in retail |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Affiliated organization (unnamed) | Devotes part of time and efforts | Ongoing | Supports activities of an affiliated organization alongside Company duties |
Fixed Compensation
Multi-year compensation for Francis (Named Executive Officer):
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Salary | $95,760 | $107,010 | $131,670 | $159,840 | $169,560 |
| Bonus | $7,980 | $12,725 | $16,958 | $13,320 | $14,130 |
| All Other Compensation | $14,227 | $15,244 | $18,094 | $21,307 | $21,969 |
| Total | $117,967 | $134,979 | $166,722 | $194,467 | $205,659 |
2024 perquisites and other compensation detail:
| Component | 2024 Amount |
|---|---|
| Personal use of Company vehicle | $2,176 |
| Life insurance premiums paid by Company | $4,272 |
| Company 401(k) matching contributions | $11,021 |
| Advisory director fees | $4,500 |
| Total All Other Compensation | $21,969 |
Compensation structure overview:
- Company provides base salary, and a bonus equal to one to three months of base salary, paid in early December; no stock, option, non‑equity incentives, or deferred compensation are provided .
- Compensation is reviewed annually by executive team in November using industry surveys and informal evaluations; Board approves levels; no compensation consultants are used .
Performance Compensation
Incentive program structure (cash-only; no equity plan):
| Incentive Type | Metric | Weighting | Target | Actual (2024) | Payout Timing | Vesting |
|---|---|---|---|---|---|---|
| Annual cash bonus | Discretionary determination within 1–3 months of base; Company does not use TSR; sole performance-based decision is bonus within the range | N/A | 1–3 months base salary | $14,130 | Early December each year | Not applicable |
Company performance context (to assess pay-for-performance alignment):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Revenues ($USD) | $15.346M* | $12.638M* | $15.182M* |
| EBITDA ($USD) | $9.098M* | $4.753M* | $7.652M* |
| Net Income ($USD) | $4,000,751 | $(55,648) | $2,029,278 |
| Cumulative TSR (%) | 8% | (21)% | (27)% |
| Cash from Operations ($USD) | — | — | $7,919,307 |
Values marked with * retrieved from S&P Global.
Equity Ownership & Alignment
| Item | Disclosure |
|---|---|
| Total beneficial ownership (shares) | None reported (—) as of April 10, 2025 |
| Ownership % of shares outstanding | — |
| Vested vs unvested shares | No equity awards disclosed; Company states no stock or option award programs |
| Options (exercisable/unexercisable) | None; no equity incentive plan |
| Shares pledged as collateral | None for Francis; only Mr. Savage has pledged 1,269 shares |
| 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; ensures compliance with SEC Rule 10b‑5 |
| Stock ownership guidelines | Not disclosed in proxy |
Employment Terms
| Item | Disclosure |
|---|---|
| Employment start date | September 1, 2017 |
| CFO appointment date | Effective January 1, 2018 |
| Roles | 1st Vice President, CFO, Secretary/Treasurer |
| Code of Ethics | Company has a Code of Ethics for Senior Officers (applies to PEO, PFO, principal accounting officer/controller); available via SEC and company website |
| Compensation committee | None; Board makes executive compensation decisions given company size |
| Severance / Change-of-control | Not disclosed in proxy |
| Non-compete / Non-solicit | Not disclosed in proxy |
Say‑On‑Pay & Shareholder Feedback
2025 Annual Meeting voting outcomes (May 20, 2025):
| Proposal | For | Against | Abstentions | Broker Non‑votes |
|---|---|---|---|---|
| Advisory Resolution to Approve Executive Compensation | 62,647 | 778 | 10,404 | 9,943 |
Frequency of future say‑on‑pay votes:
| 1 Year | 2 Years | 3 Years | Abstentions |
|---|---|---|---|
| 25,191 | 215 | 38,761 | 9,662 |
Investment Implications
- Alignment risk: Absence of equity awards, no stock ownership guidelines, and no reported personal share ownership for Francis reduce “skin‑in‑the‑game” alignment; hedging is not prohibited and the company lacks a formal insider trading policy, which is a governance red flag for alignment-sensitive investors .
- Retention and selling pressure: With no RSUs/PSUs/options outstanding, there is no vesting‑related selling pressure; compensation is primarily cash with a modest discretionary bonus, and standard 401(k) matching and perquisites .
- Pay‑for‑performance: Despite negative cumulative TSR over 2021–2024, operating recovery in 2024 (net income returned to $2.03M, cash from operations $7.92M) suggests improved fundamentals; bonus determinations remain narrow and discretionary rather than explicitly metric‑linked, limiting direct pay‑performance tethering .
- Governance and shareholder sentiment: Strong support for say‑on‑pay in 2025 (62,647 For vs 778 Against) and Board oversight structure tailored to small size (no comp committee, independent audit committee) mitigate some governance concerns, though lack of formal insider trading and hedging prohibitions warrants monitoring .