Randall D. Keys
About Randall D. Keys
Independent Class One director at U.S. Energy (USEG) since December 2019; age 65. Former CEO (retired June 2018) and earlier CFO of Evolution Petroleum; 35+ years in oil and gas finance, prior KPMG; B.B.A. in Accounting (UT Austin). Designated Audit Committee Financial Expert, reflecting deep public-company finance and SEC reporting experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Evolution Petroleum Corporation (NYSE) | CEO (retired), previously CFO | CFO from 2014; CEO until retirement in June 2018 | Led public E&P with extensive public-company finance and reporting responsibilities |
| KPMG | Auditor (early career) | Not disclosed | Foundation in audit/controls; informs audit oversight |
External Roles
| Company | Exchange/Ticker | Role | Committees |
|---|---|---|---|
| None disclosed | — | — | — |
- USEG discloses no current public-company directorships for Keys; only the CEO (Ryan Smith) holds an external board (180 Life Sciences) .
Board Governance
- Independence: Board affirms Keys is independent under Nasdaq standards; Audit, Compensation, and Nominating/Governance committees are composed solely of independent directors .
- Committee assignments (current): Audit Committee Chair; Compensation Committee member .
- Special Committee: Chaired a Special Committee (formed June 2024) to evaluate a related-party transaction with Synergy Offshore LLC (affiliated with two directors) .
- Attendance: 100% attendance at Board and applicable committee meetings in FY2024; Board met 4 times; Audit Committee met 4 times .
- Governance structure: Separate Chair and CEO; Nominating & Voting Agreement grants significant nomination rights to legacy sellers (a structural consideration for board independence and composition) .
Fixed Compensation
| Component | FY2023 | FY2024 (paid/calendar 2024) |
|---|---|---|
| Fees earned or paid in cash (USD) | $100,000 | $142,500 |
| Stock awards grant-date fair value (USD) | $112,500 | $60,600 |
| Total (USD) | $212,500 | $203,100 |
- Policy (effective Mar 19, 2024): Annual cash retainer $75,000 (non-chair directors); committee chair fees: Audit $25,000; Compensation $16,000; Nominating & Governance $16,000; Chairman of the Board $150,000; plus long-term equity grants .
- 2024 cash higher than policy baseline likely reflects Audit Chair fee and special committee meeting fees related to Synergy review (explicitly included) .
Performance Compensation
- Director equity grants are time-based restricted stock; no director performance metrics are disclosed (no options, no performance-vested equity for directors) .
- FY2025 director awards: 40,000 restricted shares to each non-executive director on Feb 14, 2025 (80,000 to the Chairman); vests 50% on Jul 1, 2025 and 50% on Jan 1, 2026 .
Other Directorships & Interlocks
| Topic | Disclosure |
|---|---|
| Current public boards | None for Keys; only the CEO serves externally (180 Life Sciences) |
| Compensation Committee interlocks | None reported; Compensation Committee members were independent; no executive cross-service interlocks disclosed (aside from CEO’s external service unrelated to interlocks) |
Expertise & Qualifications
- Audit Committee Financial Expert (SEC Reg S-K 407(d)) .
- 35+ years energy industry finance; prior CFO and CEO; SEC reporting and controls experience .
- Education: B.B.A. in Accounting, University of Texas at Austin; prior CPA certification referenced in bio .
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership | 238,913 shares; less than 1% of outstanding |
| Vested vs. unvested | 198,913 vested; 40,000 unvested, vesting 20,000 on Jul 1, 2025 and 20,000 on Jan 1, 2026 (service-based) |
| Options | None disclosed for directors in period; no director option awards reported |
| Pledging/Hedging | Company prohibits short sales/derivative hedging and restricts pledging unless the pledgor can repay without the pledged securities |
Compensation Structure Analysis
- Mix shift: Cash rose from $100k (2023) to $142.5k (2024), while equity decreased from $112.5k to $60.6k; overall total slightly down. The increase in cash reflects Audit Chair fee and special-committee activity; equity decrease reflects 2024 grant size/valuation (60,000 shares at $1.01) .
- Policy alignment: Compensation is primarily fixed cash plus time-based equity; no riskier option or performance equity for directors, consistent with governance best practices and the Company’s risk posture disclosures .
Related-Party Exposure (Board Context)
- Synergy acquisition (Jan 7, 2025): Related party to two directors (Duane H. King and Chairman John Weinzierl); consideration included $2.0M cash, 1.4M shares, carry up to 78 months or $20M on a retained 20% interest, and 18% shares of specified future CO2 benefits and plant sale gains; approved with conflict-process safeguards .
- Process mitigation: Special Committee of independent directors formed June 2024; Keys served as Chair for the Synergy review .
- Related-party share repurchase (Jan 27, 2025) from entities affiliated with director Joshua Batchelor was approved by disinterested directors and the independent Audit Committee .
Say‑on‑Pay & Shareholder Feedback (Context for Governance Quality)
| Meeting Year | Say‑on‑Pay For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| 2025 | 8,197,095 | 305,486 | 70,012 | 12,834,054 |
| 2024 | 11,704,076 | 476,835 | 49,143 | 7,297,058 |
- Both years show approval; 2025 carried with substantial broker non‑votes typical for advisory items .
Governance Assessment
-
Strengths:
- Independent Audit Chair with “financial expert” designation; 100% attendance; robust audit oversight (quarterly reviews; charter reassessment) .
- Effective conflict governance: use of an independent Special Committee (chaired by Keys) for the Synergy related-party transaction; disinterested approvals on related-party repurchases .
- Anti‑hedging and limited pledging policy for alignment; clawback policy in place (Rule 10D‑1 compliant) .
-
Watch items / RED FLAGS to monitor:
- Structural nomination rights under the Nominating & Voting Agreement can influence board composition and leadership (e.g., Chairman designation), warranting ongoing vigilance for minority shareholder interests .
- Concentration of related‑party activity (e.g., Synergy) requires continued rigorous special‑committee process and fully documented fairness assessments to sustain investor confidence .
-
Alignment:
- Keys holds a meaningful share position for a small‑cap board (238,913 shares; <1% overall) with ongoing vesting that supports alignment; no option use or pledging disclosed .
Overall: Keys’ profile (former E&P CEO/CFO and CPA background) and roles (Audit Chair, Special Committee chair) enhance board effectiveness on financial oversight and conflict management. The board’s structural nomination agreement and recurring related‑party transactions increase governance risk, but the independent committee processes (with Keys’ leadership) partially mitigate these concerns when applied rigorously .