Duane H. King
About Duane H. King
Independent Class Three director of U.S. Energy Corp. since January 2022; age 64. Petroleum engineer and energy financier/operator with 35+ years across engineering, banking, E&P and midstream; B.S. with honors in Petroleum Engineering (UT Austin) and MBA (UT Austin, Sord Scholar). Currently CEO and co‑founder of Synergy Offshore LLC (since October 2010). Up for re‑election at the May 16, 2025 annual meeting to serve through 2028. The Board has determined he is independent under Nasdaq rules. Attendance: 100% of Board and committee meetings in FY2024. All directors attended the May 17, 2024 annual meeting in person or by phone.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Synergy Offshore LLC | Co‑founder, Chief Executive Officer | Oct 2010–Present | Leads offshore-focused E&P activities |
| Synergy Oil & Gas, L.P. | Co‑founder | 2002–2011 (assets sold 2010–2011) | Successful exit to private equity sponsor (NGP) while retaining midstream/exploration interests |
| Synergy Oil & Gas, Inc. | Co‑founder; sold company | 1991–2001 | Built and exited upstream platform |
| Chase Manhattan Bank (Energy Division) | Associate (Energy Corporate Finance) | 1988–May 1991 | Structured energy corporate finance in Houston and New York |
| Mitchell Energy & Development | Production Engineer | 1984–1986 | Designed completions/workovers; oversaw ~120 producing wells |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| University of Texas | Chancellor’s Council Executive Committee; Engineering Advisory Board | Ongoing | Advisory/advocacy roles |
| Yellowstone Academy | President of the Board | Ongoing | Founding supporter; board leadership |
| Various nonprofits/schools (Episcopal High School, Archway Academy, Presbyterian School, Houston Habitat for Humanity, Houston Producers Forum) | Board member | Prior/Ongoing | Community and industry engagement |
Board Governance
- Independence: Board affirmatively determined King is independent under Nasdaq standards. Audit, Compensation, and Nominating & Governance committees comprise only independent directors.
- Committee assignments: Member, Nominating & Governance Committee. Chair, newly established Operations Committee (formed March 2025) overseeing operations. Not on Audit or Compensation.
- Special Committee process: In June 2024 the Board formed a Special Committee (independent directors only) to review a proposed Synergy Offshore related‑party transaction (Synergy is controlled by King and the Chairman). King was not on the Special Committee.
- Attendance and engagement: Board held four meetings in FY2024; King participated in 100% of Board and assigned committee meetings. Directors attended the 2024 annual meeting. Independent directors meet in executive session at least annually.
- Nominating & Voting Agreement: Sellers (including Synergy and affiliates) hold director nomination rights tied to ownership thresholds; Board must include Seller nominees if qualifying. Also contains provisions supporting John A. Weinzierl as Chairman when Lubbock ≥5% and he is its appointee. Agreement remains until no Seller holds ≥5%.
Fixed Compensation
| Component | Amount/Terms | Period/Grant | Vesting/Notes |
|---|---|---|---|
| Cash retainer | $75,000 (standard for non‑executive directors) | Policy effective Mar 19, 2024 | Chairman of the Board $150,000; Committee chair cash: Audit $25,000; Comp $16,000; N&G $16,000 |
| 2024 cash paid to King | $75,000 | FY2024 | As disclosed in Director Compensation Table |
| 2024 equity to King | $60,600 (ASC 718 grant‑date fair value) | FY2024 | Time‑vested restricted stock; unvested RS as of 12/31/2024: 30,000 shares |
| 2025 equity grant to King | 40,000 RS shares | Granted Feb 14, 2025 | Vests 50% on Jul 1, 2025 and 50% on Jan 1, 2026 |
- Compensation mix (2024): Cash $75,000 vs Equity $60,600 for King.
- No options or meeting fees disclosed for King in 2024.
Performance Compensation
| Instrument | Performance Metrics | Vesting/Structure | Clawback |
|---|---|---|---|
| Director equity (restricted stock) | None disclosed for directors; time‑based vesting only | Annual RS grants; 2025 grant vests 50%/50% on specified dates | Company clawback policy is designed for executive incentive‑based compensation (Rule 10D‑1). No director‑specific clawback disclosed. |
Other Directorships & Interlocks
- Current public company directorships: None disclosed for King (the only listed external public board is the CEO’s service at 180 Life Sciences).
- Private/company affiliations: CEO and manager of Synergy Offshore LLC; King Oil & Gas Company, Inc. (100% owner and CEO).
- Interlocks/agreements: Amended and Restated Nominating & Voting Agreement provides nomination rights for Sellers (including Synergy/King affiliates), influencing Board composition; requires support for Weinzierl as Chairman under certain conditions.
Expertise & Qualifications
- Technical: Petroleum engineering (design/completions/operations), upstream development, and midstream exposure.
- Finance/transactions: Energy corporate finance (Chase Manhattan), multiple build‑and‑exit E&P ventures.
- Governance: Service on U.S. Energy’s Nominating & Governance and chairing Operations Committee.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes/Structure |
|---|---|---|---|
| Duane H. King (total) | 3,616,312 | 10.1% | Includes personal, King Oil & Gas Co., and Synergy‑related beneficial holdings per SEC rules |
| – King Oil & Gas Company, Inc. | 2,027,399 | 5.6% | King is CEO and 100% owner; voting/dispositive control |
| – Synergy Offshore LLC | 1,400,000 | — | Shares held directly by Synergy; may be deemed beneficially owned by King given roles/interests (disclaimed beyond pecuniary interest) |
| – Direct personal (vested and unvested) | 188,913 | — | 148,913 fully vested shares; 40,000 unvested shares vesting 7/1/2025 and 1/1/2026 (2025 director grant) |
| Unvested director RS at 12/31/2024 | 30,000 | — | Aggregate unvested restricted stock for King at year‑end 2024 |
- Ownership policy: Company currently has no equity ownership guideline policy.
- Insider trading/hedging: Company prohibits short sales and derivative hedges; pledging generally prohibited unless financially capable; 10b5‑1 plans allowed.
Related‑Party Exposure and Conflicts
- 2025 Synergy acquisition (related party): On Jan 7, 2025, U.S. Energy acquired 24,000 net operated acres at Kevin Dome from Synergy Offshore (controlled by director King; Chairman Weinzierl ~60% beneficial owner). Consideration: $2.0M cash (adj), 1,400,000 shares, a carried working interest funding 100% of Synergy’s retained 20% interest up to 78 months or $20M, plus 18% of cash realized from carbon sequestration‑related benefits in the AMI and 18% of gain on sale of the first gas processing plant. A Special Committee of independent directors reviewed the proposed transaction (Special Committee formed June 2024).
- Share repurchase from funds tied to another director (context): On Jan 27, 2025, the Company repurchased shares from entities affiliated with director Batchelor at $2.47775 per share (8.2% premium to market at the time), approved by disinterested directors and the Audit Committee.
- Nominating & Voting Agreement: Provides ongoing nomination rights to Sellers/affiliates (including King’s affiliates), reinforcing influence on Board composition while preserving independence requirements.
RED FLAGS: Ongoing related‑party transactions with entities controlled by King (asset purchase with multi‑component consideration and future economic sharing), and nomination rights that can influence board composition. Mitigants include Special Committee review and disinterested approvals, and disclosure of independence determinations.
Governance Assessment
- Strengths: Full attendance; independent status; relevant technical/operational expertise; Special Committee process used for related‑party transactions; independent‑only statutory committees; anti‑hedging policy in place.
- Concerns: Material and continuing related‑party exposure via Synergy transaction economics and future sharing mechanisms; Seller nomination rights under the Nominating & Voting Agreement may constrain refreshment dynamics and entrench influence; King chairs the Operations Committee while his controlled entity transacted with the Company, requiring continued rigorous recusal and independent oversight.
- Alignment: Substantial beneficial ownership (10.1%) aligns incentives with shareholders; director pay mix is balanced (cash/equity) with time‑based vesting; no options. Absence of director ownership guidelines is a modest gap versus best practice.