James Palm
MAMMOTH ENERGY SERVICESAbout James Palm
James Palm, age 80, is an independent director of Mammoth Energy Services, Inc. (TUSK) who has served on the Board since June 2017. He is the former CEO (2005–2014) and director (2006–2014) of Gulfport Energy; he holds a B.S. in Mechanical Engineering (1968) and an MBA (1971) from Oklahoma State University and has a Lean Six Sigma Green Belt . His background spans operating leadership and investments across oil and gas in Oklahoma, the Texas Panhandle, and Kansas via Crescent Exploration, LLC (founded 1995) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gulfport Energy Corporation | Chief Executive Officer | Dec 2005 – Feb 2014 | Led E&P operations and strategic direction |
| Gulfport Energy Corporation | Director | Feb 2006 – Feb 2014 | Board oversight, industry governance |
| Oklahoma Energy Resources Board | Chairman | Oct 2001 – Oct 2003 | Industry stewardship, HSE community initiatives |
| Oklahoma Independent Petroleum Association | President | 1997 – 1999 | Advocacy and policy for independents |
| Oklahoma Corporation Commission Industry Advisory Committee | Member | Long-term membership (dates noted historically) | Regulatory advisory participation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Crescent Exploration, LLC | Manager/Owner | Founded 1995 | Private O&G investments in OK/TX Panhandle/KS |
| Oklahoma Energy Resources Board | Chairman | 2001–2003 | Public/industry interface |
| Oklahoma Independent Petroleum Association | President | 1997–1999 | Industry leadership |
| Oklahoma Corporation Commission (Industry Advisory Committee) | Member | Long-term | Regulatory liaison |
Board Governance
- Independence: The Board determined Mr. Palm meets Nasdaq independence standards; he serves as an independent director and committee member/chair .
- Committee assignments (2024 activity counts): Audit Committee member (4 meetings), Compensation Committee member (2), Nominating & Corporate Governance Committee chair (1) .
- Attendance: In 2024 the Board met 1 in-person and 8 virtual sessions; each director attended all Board and applicable committee meetings. Non-management directors held 5 executive sessions .
- Lead independent director: Arthur Smith (not standing for re‑election in 2025) served as lead independent, chaired Audit; Mr. Palm chaired Nominating & Corporate Governance .
- Post-AGM updates: On June 24, 2025 the Board confirmed four of six directors meet independence; compensation framework for non‑employee directors adjusted (see Fixed Compensation) .
- Shareholder voting signals (June 11, 2025): James Palm re‑elected with 34,053,096 for, 1,346,836 against, 21,477 abstain; robust support relative to peers on the slate .
Fixed Compensation
| Component | 2024 Structure | Amounts (James Palm, 2024) |
|---|---|---|
| Annual cash retainer | $60,000 | Included within Board & committee fees |
| Committee fees | Audit: $15,000 member; Compensation: $10,000 member; Nominating: $15,000 chair | Board & Committee Retainer Fees: $95,000 (aggregate) |
| Meeting fees | None (under 2024 structure) | — |
| D&O insurance/indemnification | Standard coverage and indemnification agreements | Provided |
| Post-June 2025 update | Annual retainer $50,000; $5,000 per meeting beyond four regular meetings; Audit Chair $10,000; Audit member $5,000 | New policy applicable pro‑rata to appointments after June 11, 2025 |
- 2024 Director Compensation total for James Palm: $195,000, comprised of $95,000 cash retainer/committee fees and $100,000 stock awards .
Performance Compensation
| Equity Instrument | Grant Timing | Grant-Date Value | Shares/Units | Vesting |
|---|---|---|---|---|
| RSUs (annual director grant) | At each annual meeting | $100,000 | Unvested award of 27,856 RSUs outstanding at 12/31/2024 | Vest on earlier of first anniversary or next annual meeting; scheduled vest June 11, 2025 |
- Plan terms: No dividends or dividend equivalents payable on unvested equity awards under the 2024 Equity Incentive Plan; awards are time‑based (no disclosed performance metrics for director grants) .
Other Directorships & Interlocks
| Company/Entity | Role | Interlock/Relationship | Notes |
|---|---|---|---|
| Gulfport Energy Corporation | CEO/Director (prior) | Historical role; no current TUSK interlock disclosed | Prior public company leadership |
| Wexford Capital LP (major TUSK holder) | — | Wexford beneficially owns ~45.9% of TUSK; director Paul Jacobi (Wexford) on Board (transitioning to officer role July 1, 2025) | Related‑party transactions with Wexford affiliates reviewed by Audit Committee |
- Related‑party landscape: TUSK engaged in a 2018 JV with a Wexford entity (Brim Acquisitions), leased facilities from a Wexford affiliate, and entered a 2023 term loan with Wexford (fully repaid Oct 2024). Audit Committee (of which Mr. Palm is a member) reviews/approves related party transactions .
Expertise & Qualifications
- Operating leadership in oil and gas as CEO and investor/operator; regulatory and industry board experience (Oklahoma Energy Resources Board; Oklahoma Independent Petroleum Association) .
- Technical credentials: Mechanical Engineering B.S., MBA; Lean Six Sigma Green Belt .
- Committee suitability: The Board determined Audit Committee members (including Palm) are financially literate under Nasdaq rules .
Equity Ownership
| Holder | As-of Date | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|---|
| James Palm | Apr 1, 2024 | 188,478 | <1% | Excludes 23,810 RSUs vesting June 7, 2024 |
| James Palm | Apr 1, 2025 | 212,288 | <1% | Excludes 27,856 RSUs vesting June 11, 2025 |
- Hedging/pledging: Company prohibits hedging and pledging; no current directors have securities pledged .
- Ownership guidelines: Non‑employee directors must own stock equal to 4× annual cash compensation within 5 years; compliance status by individual not disclosed .
Governance Assessment
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Committee leadership and engagement: Mr. Palm chairs Nominating & Corporate Governance and serves on Audit and Compensation, indicating broad governance coverage; attendance was perfect across Board/committees in 2024, with active executive sessions (5) supporting independent oversight .
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Independence and financial literacy: Confirmed independent by Nasdaq standards; Audit Committee membership requires and met financial literacy .
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Alignment via equity: Annual RSU grants ($100,000) with time-based vesting provide ongoing alignment; Board maintains stock ownership guidelines to reinforce long-term focus .
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Shareholder confidence: Strong re‑election support in June 2025 (34.05M for vs 1.35M against); say‑on‑pay received majority approval, and shareholders supported annual say‑on‑pay frequency, signaling acceptance of compensation practices .
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Conflicts oversight and RED FLAGS:
- Controlling shareholder exposure: Wexford at ~45.9% beneficial ownership and multiple related‑party dealings (term loan; JV; leases). Audit Committee oversight and approvals are disclosed, but concentration presents governance risk; continued vigilance and robust recusal/controls are essential . RED FLAG: High related‑party footprint with major holder; monitor committee independence and transaction reviews .
- Board/management transitions: Lead independent director Arthur Smith retired in 2025; Paul Jacobi moved into an executive role (Chief Business Officer) and ceased independence, altering committee composition. The Board appointed a new independent audit chair (Mark Plaumann) to mitigate risk. Signal: Governance refresh with new audit chair; re‑evaluate committee independence after transitions .
- Nepotism/related employment: Disclosure of CEO’s son employment (and subsequent appointment as COO/PEO effective July 1, 2025) warrants oversight; Palm’s committee roles (Nominating and Audit) are central to managing such risks. RED FLAG: Family relationship in C‑suite requires clear recusal and robust governance controls .
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Overall: Palm’s deep sector experience, consistent attendance, and independence support board effectiveness. Principal governance risks stem from Wexford’s influence and related‑party transactions; current structures (Audit/Nominating leadership, independent audit chair) partially mitigate but require continued, documented oversight .
Director Compensation Details (James Palm)
| Year | Cash Retainer & Committee Fees | Equity Awards (Grant-Date Fair Value) | RSUs Outstanding Year-End | Vest Date |
|---|---|---|---|---|
| 2024 | $95,000 | $100,000 | 27,856 | June 11, 2025 |
- Policy detail: Non‑employee directors receive $60,000 annual cash retainer plus committee fees (audit member $15,000; compensation member $10,000; nominating chair $15,000) and an annual $100,000 equity grant at the annual meeting, vesting at the earlier of one year or next annual meeting . Post‑June 2025 director compensation structure updated (retainer/meeting fees/audit fee differentials) .
Shareholder Vote Results (2025 AGM)
| Item | For | Against | Abstain | Non‑Votes |
|---|---|---|---|---|
| Election of Director: James Palm | 34,053,096 | 1,346,836 | 21,477 | 8,349,186 |
| Say‑on‑Pay (Advisory) | 34,833,518 | 424,587 | 163,304 | 8,349,186 |
| Say‑on‑Pay Frequency (1 year won) | 34,384,192 (1 Yr) | 13,165 (2 Yr) | 1,004,400 (3 Yr) | 19,652 (Abstain) |
| Auditor Ratification (Deloitte 2025) | 43,536,103 | 175,931 | 58,561 | — |
Related Party Transactions Snapshot (Context for Conflicts Oversight)
- Wexford Term Loan: $45M term credit facility (Oct 16, 2023), repaid Oct 1–2, 2024 (aggregate $50.9M); 1% early termination penalty waived; audit committee of independent directors approved facility .
- JV/Services: 2018 JV (Brim Acquisitions) with Wexford affiliate; revenue recognized ($0.3M in 2024) and balances disclosed .
- Leases: Rent to Wexford affiliate ($0.4M in 2024) .
These were reviewed under the Audit Committee charter and Code of Business Conduct & Ethics; Palm’s audit and nominating roles position him directly within oversight of independence and board composition .
Equity Plan and Clawback Safeguards
- 2024 Equity Incentive Plan: Adopted with best practices (no liberal share recycling; no repricing; max non‑employee director comp $300,000; clawback applicability); RSUs do not pay dividends on unvested awards .
- Clawback: Adopted Dec 1, 2023, compliant with Nasdaq Rule 10D‑1; applies to incentive‑based compensation upon restatements .
Summary Signals for Investors
- Positive: Strong re‑election vote; independent, experienced director; perfect attendance; clear ownership/anti‑hedging policies; updated audit leadership .
- Watch items: Wexford’s control and history of transactions; committee independence changes post‑AGM; family relationships in executive ranks require strict governance hygiene .
All data points are sourced from TUSK’s 2025 and 2024 DEF 14A, 8‑K filings, and AGM vote disclosures: .