Benjamin Eshleman III
About Benjamin Eshleman III
Independent director since 2017; age 69; current Chair of the Governance & Nominating (GN) Committee and member of the Audit Committee. Background includes leadership and operational experience in energy and uranium mining and ranch management; B.S. in Business Administration from Menlo College (1979). Present roles include Director at Mesteña, LLC (private), Co‑Manager of Eshleman‑Vogt Ranch, and board member of the Texas & Southwestern Cattle Raisers Association; previously President & CEO of Mesteña, LLC, overseeing leasing across ~200,000 mineral acres and uranium production at the Alta Mesa plant in the mid‑2000s .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mesteña, LLC (private) | President & CEO (prior); oversaw oil, gas, and uranium leasing across ~200,000 mineral acres; Alta Mesa uranium production in mid‑2000s | Not disclosed | Operational leadership in uranium mining; resource leasing |
| Mesteña, LLC (private) | Director | Not disclosed | Industry expertise brought to boardroom |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Eshleman‑Vogt Ranch | Co‑Manager | Not disclosed | Land stewardship; private enterprise oversight |
| Texas & Southwestern Cattle Raisers Association | Board Member | Not disclosed | Advocacy for landowner rights; industry association governance |
Board Governance
- Independence: Ten of eleven directors are independent; Eshleman is independent under NYSE and NI 52‑110 standards .
- Committee assignments: Chair, Governance & Nominating; Member, Audit .
- Committee activity: GN met 6 times (five in‑camera) in 2024; Audit met 7 times (six in‑camera), including sessions with auditors .
- Board attendance: 17 of 18 meetings in 2024 (94.4%); Board held 18 meetings; independent directors held in‑camera sessions after 14 of 17 meetings .
- Majority voting policy: Uncontested nominees receiving more withholds than for must tender resignations; Board decides within 90 days .
| Attendance (2024) | Board Meetings Held | Board Meetings Attended |
|---|---|---|
| Benjamin Eshleman III | 18 | 17 |
Fixed Compensation
- Structure (2024): Board member retainer $52,410; Committee Chair (non‑Audit) $56,967; Audit Chair $63,803; Chair of Board $76,666; no meeting fees; travel/out‑of‑pocket reimbursed .
- Eshleman’s 2024 director pay: Fees earned $56,967; Share‑based awards grant‑date fair value $103,576; Total $160,543 .
| Component (USD) | 2024 Amount |
|---|---|
| Fees Earned (cash) | $56,967 |
| Share‑Based Awards (RSUs; grant‑date fair value) | $103,576 |
| Total | $160,543 |
| Program note (no meeting fees) | Policy: No meeting fees; reimbursement for travel/out‑of‑pocket |
| Program benchmarking | Based on advice from Zayla; aligned to NEO peer group |
Performance Compensation
- RSUs outstanding (as of 12/31/2024): 24,624 unvested RSUs; market value $126,321 (at $5.13/share) .
- RSUs vested in 2024: Value $79,464 (based on 12/31/2024 close price $5.13) .
- Vesting schedule: RSUs vest 50% on Jan 27 on/after first anniversary; 25% on Jan 27 on/after second anniversary; 25% on Jan 27 on/after third anniversary; one share per vested RSU; no options outstanding .
| RSU Metrics | Value/Count |
|---|---|
| Unvested RSUs (12/31/2024) | 24,624 units |
| Market Value of Unvested RSUs | $126,321 at $5.13/share |
| RSU Value Vested in 2024 | $79,464 |
| Options Outstanding | Nil |
| Vesting Mechanics | 50% yr 1; 25% yr 2; 25% yr 3; Jan 27 tranches |
No director performance metrics (TSR, EBITDA, etc.) are tied to director RSU vesting; awards are time‑based .
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Mesteña, LLC | Private | Director | Historical uranium operations; no related‑party transactions disclosed with UUUU |
| Eshleman‑Vogt Ranch | Private | Co‑Manager | Ranching interests; no related‑party transactions disclosed |
| Texas & Southwestern Cattle Raisers Association | Association | Board Member | Industry association; no related‑party transactions disclosed |
The proxy does not disclose any current public company directorships for Eshleman beyond the roles listed above .
Expertise & Qualifications
- Energy and uranium mining operations leadership (Alta Mesa production; leasing across ~200,000 mineral acres) .
- Private enterprise governance and land management (ranch operations; industry association board service) .
- Education: B.S. in Business Administration, Menlo College (1979) .
- Board governance: Chair of GN Committee; experience in board effectiveness assessments and nominations .
Equity Ownership
- Beneficial ownership (as of 4/17/2025): 176,202 direct shares; 4,000 indirect shares via Katherine Kilpatrick Eshleman Revocable Trust and Margaret Shinkle Eshleman Revocable Trust; total 180,202 shares; 0.08% of shares outstanding (214,837,845) .
| Ownership Detail | Shares | % of Outstanding |
|---|---|---|
| Direct | 176,202 | 0.08% |
| Indirect (Revocable Trusts) | 4,000 | 0.00% |
| Total | 180,202 | 0.08% |
| Shares Outstanding Reference | 214,837,845 | — |
- Ownership alignment: All directors are in compliance with stock ownership guidelines requiring 2x base retainer in share value; 50% hold‑back on shares from RSU vesting/options until compliant .
- Hedging/derivatives: Company prohibits hedging, exchange‑traded options, collars, and similar derivative transactions by insiders .
Insider Trading & Filings
| Item | Status |
|---|---|
| Section 16(a) late filings (2024) | None reported for Eshleman; late filings limited to two other individuals due to EDGAR code delays |
Governance Assessment
- Strengths: Independent GN Chair role; audited governance processes; active GN and Audit committees with regular in‑camera sessions; strong board attendance (17/18); independence affirmed annually under NYSE/NI 52‑110; hedging/derivative prohibitions support alignment .
- Compensation design: Balanced cash/equity mix; no meeting fees; RSUs time‑based over three years; director equity increases long‑term alignment; program benchmarked via external advisor (Zayla) to peer group used for NEOs .
- Ownership alignment: Meaningful personal shareholding (180,202 shares, 0.08%) and compliance with 2x retainer guideline; unvested RSUs provide continued exposure to long‑term value .
- Conflicts/related‑party: No related‑party transactions disclosed under Item 404; indirect holdings noted via family trusts; continued monitoring advisable given private energy/ranch interests, but no exposures disclosed in proxy .
- Attendance/engagement: High board attendance; independent director executive sessions after most meetings indicate robust oversight culture .
RED FLAGS
- None identified in proxy for Eshleman: no late Section 16 filings; no related‑party transactions; no hedging or derivative trading; independence maintained .