William M. (Bill) Smith
About William M. (Bill) Smith
Independent director of The Reserve Petroleum Company since May 5, 1998; age 66 as of April 10, 2025. Smith is a career petroleum geologist and owner of W. M. Smith Energy, LLC (formed January 1, 2008), with prior roles at Bracken Operating (Manager of Geology, part owner), Bracken Exploration (Exploration Geologist; later VP of Geology), Bracken Energy (employee/part owner), and Samedan Oil (1980–1981); B.S. in Geology, University of Oklahoma .
Past Roles
| Organization | Role | Tenure/Years | Committees/Impact |
|---|---|---|---|
| Bracken Operating, LLC | Manager of Geology; part owner | 1994–2007 | Led geological function at a privately held operator |
| Bracken Exploration Co. | Exploration Geologist; VP of Geology | 1981–1986 | Advanced from geologist to VP; exploration leadership |
| Bracken Energy Company | Employee; part owner | From 1986 | Co-founding employee; ownership stake |
| Samedan Oil Corporation | Geologist | 1980–1981 | Early-career upstream experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| W. M. Smith Energy, LLC | Owner (geological consulting) | 2008–Present | Founded Jan 1, 2008; private company |
Board Governance
- Independence: Board determined Smith is independent under NASDAQ Rule 5605(a)(2) .
- Committee assignments: Member, Nominating Committee (alongside Doug S. Fuller and CEO Cameron R. McLain); Fuller and Smith are the independent members .
- Audit/Compensation committees: Not an Audit Committee member (Audit Chair: E. Ditzler; members: Fuller, Harris). Company has no Compensation Committee; full Board sets compensation due to small size .
- Attendance: Board held three meetings in 2024; all directors attended at least 75% of Board/committee meetings; all directors attended the 2024 Annual Meeting .
- Nominating activity: Nominating Committee met once in March 2025 and recommended current slate for election .
- Shareholder support: At the May 20, 2025 annual meeting, Smith received 73,748 “For” votes, 81 abstentions; all nominees elected .
2025 Shareholder Voting Results – Director and Say-on-Pay
| Item | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Election of Director – William M. (Bill) Smith | 73,748 | — | 81 | 9,943 |
| Say-on-Pay (Advisory) | 62,647 | 778 | 10,404 | 9,943 |
| Auditor Ratification (HoganTaylor LLP) | 30,580 | 379 | 37 | — |
Fixed Compensation (Non-Employee Director)
| Component | 2024 Amount | Notes |
|---|---|---|
| Board meeting fees | $4,500 | Company paid $1,500 per Board meeting (March, May, Nov) in 2024 |
| Audit Committee fees | $0 | Audit Chair receives $1,000/mtg; independent members $300/mtg; Smith is not on Audit Committee |
| Total Director Fees | $4,500 | No additional committee fees |
The company provides no stock or option awards, non‑equity incentives, or deferred compensation to directors .
Performance Compensation
| Element | Plan/Metric | Targets | Payout/Grant |
|---|---|---|---|
| None disclosed | Company states directors receive no equity or incentive compensation | N/A | N/A |
Other Directorships & Interlocks
| Company | Exchange | Role | Committees | Notes |
|---|---|---|---|---|
| — | — | — | — | The 2025 proxy did not disclose any other public company directorships for Smith in the past five years |
Expertise & Qualifications
- Petroleum geology and exploration leadership across small/mid-size upstream operators; owner-operator experience via W. M. Smith Energy .
- Nominating/governance participation as independent member; contributes industry domain expertise to board refresh and selection process .
- Education: B.S., Geology, University of Oklahoma .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Pledged? |
|---|---|---|---|
| William M. (Bill) Smith | — | — | No; proxy notes only Mr. Savage has pledged shares; others not pledged |
Company disclosures state it has not adopted a formal insider trading policy and does not prohibit hedging by employees/directors; compliance with Rule 10b‑5 is expected .
Governance Assessment
- Board effectiveness and independence: Smith is an independent director with long-tenured, domain-specific expertise and serves on the Nominating Committee, supporting board refresh processes. However, the CEO sits on the Nominating Committee alongside independents, which can dilute independence in nominations at micro-cap issuers .
- Compensation and alignment: Director pay is low and purely per‑meeting cash; there is no equity component, ownership guideline, or performance linkage for directors—Smith reported no beneficial ownership as of the record date. This reduces alignment with minority shareholders despite simplicity appropriate for a very small issuer .
- Attendance and engagement: Board met three times in 2024; all directors met at least the 75% attendance threshold and attended the annual meeting, indicating baseline engagement .
- Risk oversight: The Board delegates risk oversight to executive officers given company size; while practical, this concentrates oversight with management (two of three officers are also directors), a potential governance weakness from a control/independence perspective .
- Shareholder signals: Smith received strong support (73,748 for; 81 abstain). Say‑on‑pay passed comfortably, indicating no immediate investor discontent with pay practices, albeit on a simple, non‑incentive plan structure .
- Related‑party/conflicts: Proxy discloses related‑party relationships involving the McLain family (Lochbuie), director Savage (advisory/commissions), and director Tyler (tax consulting). No related‑party transactions involving Smith were disclosed, reducing direct conflict risk for him .
- Policies and red flags:
- RED FLAG: No formal insider trading policy and no hedging prohibition; misalignment/optics risk for investors seeking stronger governance controls .
- RED FLAG: No compensation committee; full Board sets executive pay; typical for micro‑caps but lowers structural independence of pay oversight .
- Mitigant: Independent Audit Committee chaired by a financial expert; four Audit meetings in 2024; all directors above attendance threshold .