Ryan L. Smith
About Ryan L. Smith
Ryan L. Smith (Age 42) is U.S. Energy Corp.’s Chief Executive Officer (since December 10, 2019) and a Class Two director; he previously served as CFO from May 2017 to June 2023. He holds a BBA in Finance from Texas A&M University and has prior investment banking and upstream E&P finance experience, including as CFO of Emerald Oil during its 2016 restructuring and emergence in November 2016 . He also serves on the board of 180 Life Sciences (Nasdaq: ATNF), becoming Lead Independent Director in February 2025 and holding multiple committee roles (Audit Chair; Nominating Chair; Compensation member; Strategy/Risk/Safety/Regulatory member) . Multi-year pay-versus-performance disclosures show the value of a $100 investment (TSR) was $52.19 in 2024, $32.02 in 2023, and $71.77 in 2022 (base date 12/31/2021) . Revenues declined from FY22 to FY24 while EBITDA contracted materially over the same period (see “Company Performance” table; values from S&P Global).*
Past Roles
| Organization | Role | Years | Strategic impact (factual highlights) |
|---|---|---|---|
| U.S. Energy Corp. | CEO | Dec 2019–present | Promoted from CFO to CEO; also a director (Class Two) . |
| U.S. Energy Corp. | CFO | May 2017–Jun 2023 | Finance leadership through portfolio evolution; later transitioned to CEO . |
| U.S. Energy Corp. | Consultant | Jan–May 2017 | Advisory role prior to CFO appointment . |
| Emerald Oil Inc. | CFO | Sep 2014–Jan 2017 | Company filed for bankruptcy Mar 2016; emerged Nov 2016 . |
| Emerald Oil Inc. | VP, Capital Markets & Strategy | Jul 2013–Sep 2014 | Capital markets and strategy for upstream E&P . |
| Canaccord Genuity | VP, Investment Banking (Energy) | 2008–2013 | Public/private financings and M&A advisory . |
| Wells Fargo Energy Group | Analyst | Prior to 2008 | Coverage of upstream and midstream O&G companies . |
External Roles
| Organization | Role | Years | Committees / Notes |
|---|---|---|---|
| 180 Life Sciences (ATNF) | Lead Independent Director; Director | Lead ID since Feb 2025; Director since Mar 2024 | Audit Chair; Nominating Chair; Compensation member; Strategy/Alternatives, Risk, Safety & Regulatory member . |
Board Service at USEG, Committees, and Dual-Role Implications
- Smith serves as CEO and a director (Class Two). He is not listed as independent and is not on standing committees; the Chair role is separate and held by John A. Weinzierl, reducing CEO/Chair concentration risks .
- Board committees and independence: Audit (Keys—Chair; Denny; Slack), Compensation (Slack—Chair; Keys), Nominating & Governance (Weinzierl—Chair; King—Member). In 2024 a Special Committee of independent directors reviewed a proposed related-party transaction (Synergy Offshore) involving directors Weinzierl and King; in 2025 an Operations Committee was established (King—Chair; Denny; Batchelor) .
- Compensation Committee met four times in 2024; members are independent. Disclosure notes Smith’s external service on ATNF’s board/committees; no interlocks requiring disclosure under SEC rules .
Fixed Compensation
| Metric | 2024 | 2023 |
|---|---|---|
| Salary (Summary Compensation Table) | $327,488 | $319,500 |
| Target Bonus (% of base, per Employment Agreement effective 7/1/2024) | 100% of base salary | 100% of base salary (policy in effect as restated) |
| Actual Bonus Paid | $225,000 | $225,000 |
| All Other Compensation (401k match + healthcare) | $51,298 | $46,919 |
| Base Salary per Employment Agreement (effective date) | $335,475 (eff. 7/1/2024) | — |
Performance Compensation
Annual Cash Bonus Design
| Element | 2024 Plan Detail | Notes |
|---|---|---|
| Target bonus | 100% of base salary | No guaranteed bonus; committee discretion and performance evaluation based on company/individual goals . |
| Actual cash bonus | $225,000 | Paid notwithstanding reported net loss; company notes it does not use net income for incentive payouts . |
Equity Awards (Grants, Fair Value, and Vesting)
| Grant Date | Type | Shares | Grant-Date Price/Fair Value | Vesting / Performance Conditions |
|---|---|---|---|---|
| Jan 5, 2023 | Restricted Stock | 163,043 | $2.30 per share (ASC 718) | Vests per proxy as 108,695 remaining: 1/2 on Jan 5, 2025 (vested to date) and 1/2 on Jan 5, 2026 . |
| Mar 19, 2024 | Restricted Stock (time-based) | 170,000 | $1.01 per share (ASC 718) | Vests 1/3 each on Mar 19, 2025 (vested to date), 2026, 2027 . |
| Mar 19, 2024 | Restricted Stock (price-based) | 170,000 | ASC 718 fair value included in 2024 “Stock Awards” total $285,600 | Vests upon stock price ≥$2.00 for 20 consecutive trading days (vested to date) . |
| Feb 14, 2025 | Restricted Stock (time-based) | 400,000 | Not stated | Vests 1/4 on each of the four anniversaries (2026–2029), subject to continued service . |
Outstanding and Recently Vested Equity (as of 12/31/2024; subsequent vest flags per proxy)
| Item | Detail |
|---|---|
| Options | 10,000 options @ $11.60, expiring Nov 10, 2027; exercisable . |
| Unvested RS/RSU balance and schedule | 573,695 unvested shares at 12/31/2024; includes (a) 25,000 vest Jan 21, 2025; (b) 100,000 vest Jan 17, 2025 (vested to date); (c) 108,695 vest half on Jan 5, 2025 (vested to date) and half on Jan 5, 2026; (d) 170,000 vest 1/3 each Mar 19, 2025 (vested to date), 2026, 2027; (e) 170,000 vest upon $2.00 20-day price condition (vested to date) . |
Equity Ownership & Alignment
| Ownership metric (as of record date April 11, 2025) | Value |
|---|---|
| Beneficial ownership | 1,177,039 shares; 3.3% of 34,026,032 shares outstanding . |
| Vested vs. unvested detail | 608,359 fully vested; scheduled future vesting: 54,347 on Jan 5, 2026; 113,333 at 1/2 on Mar 19, 2026 and 2027; 400,000 at 1/4 on each Feb 14, 2026–2029 (new award) . |
| Options position | 10,000 options @ $11.60 expiring Nov 10, 2027 (exercisable) . |
| Anti-hedging/pledging | Derivative hedging and short sales prohibited; pledging/margin prohibited unless clear ability to repay without resort to pledged securities . |
| Trading controls | Insider trading policy with trading windows and Rule 10b5-1 pre-approval and cooling-off requirements . |
Employment Terms
| Term | Key Economics / Protections |
|---|---|
| Agreement dates | Amended and restated Employment Agreement entered Aug 14, 2024 (effective July 1, 2024), superseding March 5, 2022 agreement . |
| Term & auto-renew | Initial term to Jan 1, 2027; automatic successive two-year renewals thereafter . |
| Base salary | $335,475 (effective 7/1/2024) . |
| Target annual bonus | 100% of base salary; discretionary and performance-based; not guaranteed . |
| Severance (no CoC): termination w/o cause or for good reason | Lump sum on day 60: (i) accrued obligations; (ii) unpaid prior-year bonus (based on actual performance); (iii) 12 months’ compensation equal to salary + Target Cash Bonus; (iv) pro-rated non-discretionary bonus for the year of termination (based on actual performance); (v) up to 12 months COBRA contribution at company-covered percentage; (vi) immediate vesting of time-based equity; performance-based equity vests only if metrics met at termination; release required . |
| Change in Control (double trigger) | If termination w/o cause or for good reason upon or within 24 months after a CoC: all above plus an additional lump-sum payment equal to 2.0x (salary + Target Cash Bonus); committee may also award additional CoC-related cash bonus at its discretion . |
| Restrictive covenants | Non-compete during employment and for 6 months post-termination in any county where USEG holds mineral leases; 12-month non-solicit of employees/consultants and customers/suppliers . |
| Clawback | Incentive comp subject to Dodd-Frank Rule 10D-1-compliant clawback with 3-year lookback for restatements, regardless of misconduct . |
| Insider trading / 10b5-1 | Trading windows, anti-hedging/short sale prohibition, 10b5-1 pre-approval and 90–120 day cooling-off for officers/directors . |
Company Performance and Pay vs Performance
Pay vs Performance (PEO = Smith)
| Year | PEO SCT Total | CAP to PEO | TSR ($100 initial) | Net Loss ($000s) |
|---|---|---|---|---|
| 2024 | $889,385 | $1,316,224 | $52.19 | $(25,784) |
| 2023 | $966,419 | $479,049 | $32.02 | $(32,356) |
| 2022 | $2,079,349 | $1,607,532 | $71.77 | $(963) |
Revenues and EBITDA (Annual)
| Metric | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|
| Revenues ($) | $2,162,000* | $6,187,000* | $41,542,000* | $30,209,000* | $19,343,000* |
| EBITDA ($) | $(1,960,000)* | $(273,000)* | $7,463,000* | $5,757,000* | $318,000* |
Values retrieved from S&P Global.*
Say-on-Pay & Shareholder Feedback
- 2024 annual meeting say-on-pay vote: 11,704,076 For; 476,835 Against; 49,143 Abstain; 7,297,058 broker non-votes. The company holds say-on-pay annually and considers the outcome in future compensation decisions .
Related Party and Governance Risk Indicators
- Special Committee (independent directors) formed June 2024 to evaluate a proposed transaction with Synergy Offshore LLC, owned directly/indirectly by directors Weinzierl and King; Operations Committee established March 2025 (King—Chair) .
- Nominating & Voting Agreement grants certain holders (including Weinzierl/Katla affiliates) nomination rights so long as they hold ≥5% of outstanding common stock; board chair designated subject to agreement terms (Weinzierl) .
- Insider trading, anti-hedging, and pledging policies reinforced by a formal policy (adopted Aug 6, 2024) and filed as an exhibit to the 2024 10-K .
- Emerald Oil bankruptcy occurred during Smith’s prior CFO tenure; factual background (no enforcement action disclosed in proxy) .
Compensation Structure Analysis
- Mix shift and at-risk equity: 2024 stock awards combine time-based (170,000 shares) and a market condition grant (170,000 shares tied to $2.00 20-day price), reinforcing stock-price alignment; additional 400,000 time-based shares were granted in 2025 with four-year vesting .
- Cash bonuses vs. operating performance: Despite negative net income and declining revenues/EBITDA in 2023–2024, Smith’s annual cash bonus remained $225,000 in both years, indicating significant discretion in annual cash incentive outcomes .
- Clawback and risk controls: Broad clawback and anti-hedging/pledging restrictions mitigate excessive risk-taking and misalignment risks .
- No option repricing disclosed; options outstanding are minimal (10,000 at $11.60, expiring 2027) .
Vesting Schedules and Potential Insider Selling Pressure
| Date / Condition | Shares | Notes |
|---|---|---|
| Jan 17, 2025 | 100,000 | Vested to date . |
| Jan 21, 2025 | 25,000 | Vested to date . |
| Jan 5, 2026 | 54,347 | From 2023 grant schedule . |
| Jan 5, 2025; Jan 5, 2026 | 108,695 (split 50/50) | 2023 grant vesting (2025 portion vested to date) . |
| Mar 19, 2025; 2026; 2027 | 170,000 (1/3 each) | 2024 time-based grant (2025 portion vested to date) . |
| Price ≥$2.00 for 20 consecutive days | 170,000 | 2024 market grant (vested to date) . |
| Feb 14, 2026–2029 (annual) | 400,000 (1/4 each year) | 2025 grant; subject to continued service . |
Trading is constrained by the company’s insider trading policy, trading windows, and 10b5-1 pre-approval/cooling-off rules, which can shape the timing of any sales .
Investment Implications
- Alignment: Large unvested equity through 2029, including a meaningful 2025 grant, ties Smith to long-dated company performance; anti-hedging/pledging and clawback strengthen alignment .
- Discretion risk: Flat annual cash bonuses ($225k in 2023 and 2024) alongside declining revenues/EBITDA (see table)* suggest high discretion in annual incentives; investors should monitor future bonus frameworks for clearer metric disclosure .
- Retention and CoC economics: Severance equals 1x (salary+target) plus benefits/acceleration for time-based equity; CoC double-trigger adds an extra 2x (salary+target). Economics are meaningful but within small/mid-cap norms; they reduce exit risk during strategic change but can increase transaction costs .
- Governance: Separate Chair/CEO structure reduces dual-role concerns; use of independent special committees for related-party transactions is a positive oversight signal. However, nomination rights under the Nominating & Voting Agreement centralize influence among key holders and warrant monitoring .
- Performance baseline: TSR since end-2021 shows volatility ($52.19 by YE 2024), and operating metrics have compressed post-2022; near-term equity vesting cadence (2026–2029) could create periodic supply but is moderated by trading policies .
Notes: All compensation and governance facts are sourced from USEG’s 2025 DEF 14A unless otherwise cited.
*Values retrieved from S&P Global.