Epsilon Energy Ltd.
For the period ended Dec 31, 2025. Filed Mar 27, 2026.
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FY2025 · Filed Mar 27, 2026
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Item 11. EXECUTIVE COMPENSATION
Summary Compensation Table
The Board adopted the 2020 Equity Incentive Plan (the “2020 Plan”) on July 22, 2020 subject to approval by Epsilon’s shareholders at Epsilon’s 2020 Annual General and Special Meeting of shareholders, which occurred on September 1, 2020 (the “Meeting”). Shareholders approved the 2020 Plan at the Meeting.
The following table sets out information concerning the compensation paid to our principal executive officer and our two most highly compensated executive officers other than our principal executive officer, or our named executive officers, for the two years ended December 31, 2025 and 2024. Compensation amounts in the following table are in U.S. dollars.
| · · · · · · · · · · · · · · · · · | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Name and principal · · · · · · · · · Share-based · · Other · · Total | |||||||||||
| position · · Year · · Salary · · Bonuses · · Awards · · Compensation (4) · · Compensation | |||||||||||
| Jason Stabell, CEO (1) | 2025 | | $331,000 | | $237,000 | | $796,998 | | $16,760 | | $1,381,758 |
| | 2024 | | $322,000 | | $164,000 | | $552,001 | | $18,446 | | $1,056,447 |
| Henry N. Clanton, COO (2) | 2025 | | $290,000 | | $178,000 | | $237,002 | | $15,042 | | $720,044 |
| | 2024 | | $282,000 | | $123,000 | | $164,000 | | $19,341 | | $588,341 |
| Andrew Williamson, CFO (3) | 2025 | | $271,000 | | $214,000 | | $340,001 | | $14,058 | | $839,059 |
| | 2024 | | $264,000 | | $139,000 | | $221,001 | | $17,469 | | $641,470 |
| (1) | Mr. Stabell was hired as our chief executive officer in July 2022. His 2025 base salary was $331,000. |
2025—Share award of 166,736 common shares valued at $4.78 per share, the 30-day volume weighted average price ending on the grant date of December 31, 2025, which vests evenly over a three year period.
Share award of 20,007 dividend equivalent rights common shares valued at $4.64 per share, market price on the grant date of December 31, 2025, which vested immediately.
2024—Share award of 88,889 common shares valued at $6.21 per share, market price on the grant date of December 31, 2024, which vests evenly over a three year period.
| (2) | Mr. Henry Clanton was hired as our chief operating officer in January 2018. His 2025 base salary was $290,000. |
2025—Share award of 49,582 common shares valued at $4.78 per share, the 30-day volume weighted average price ending on the grant date of December 31, 2025, which vests evenly over a three year period.
Share award of 2,946 dividend equivalent rights common shares valued at $4.64 per share, market price on the grant date of December 31, 2025, which vested immediately.
2024—Share award of 26,409 common shares valued at $6.21 per share, market price on the grant date of December 31, 2024, which vest evenly over a three year period.
| (3) | Mr. Andrew Williamson was hired as our chief financial officer in July 2022. His 2025 base salary was $271,000. |
2025—Share award of 71,130 common shares valued at $4.78 per share, the 30-day volume weighted average price ending on the grant date of December 31, 2025, which vests evenly over a three year period.
Share award of 8,315 dividend equivalent rights common shares valued at $4.64 per share, market price on the grant date of December 31, 2025, which vested immediately.
2024—Share award of 35,588 valued at $6.21 per share, market price on the grant date of December 31, 2024, which grants vest evenly over a three year period.
| (4) | As a Company policy, Epsilon matches on 401K contributions up to 5%. |
Mr. Stabell and the Company entered into an Executive Employment Agreement, effective July 1, 2022. The terms of the Employment Agreement have been adjusted by the Board subsequent to its effective date. Mr. Stabell serves as CEO on an “at-will” basis for an annual base salary of $331,000 during 2025 and $322,000 during 2024. In addition to his base salary, Mr. Stabell is eligible to receive an annual incentive cash bonus targeted at $200,000 for achieving performance goals established by the Compensation Committee of the Board in its sole discretion for the then current calendar year. Additionally, Mr. Stabell is eligible for equity awards in the discretion of the Compensation Committee, which in 2025 included 166,736 common shares $4.78 per share (the 30-day volume weighted average price ending on the grant date of December 31, 2025) which vests evenly over a three year period, and in 2024 included 88,889 common shares valued at $6.21 per share (market price on the grant date of December 31, 2024), which vests evenly over a three year period. Mr. Stabell is entitled to participate in all applicable Company benefit plans, programs, or arrangements that the Company may offer to its executives generally, from time to time, and as may be amended from time to time.
Mr. Clanton and the Company entered into an Executive Employment Agreement, effective January 14, 2024. The terms of the Employment Agreement have been adjusted by the Board subsequent to its effective date. Mr. Clanton serves as COO on an “at-will” basis for an annual base salary of $290,000 during 2025 and $282,000 during 2024. In addition to his base salary, Mr. Clanton is eligible to receive an annual incentive cash bonus targeted at $150,000 for achieving performance goals established by the Compensation Committee of the Board in its sole discretion for the then current calendar year. Additionally, Mr. Clanton is eligible for equity awards in the discretion of the Compensation Committee, which in 2025 included 49,582 common shares valued at $4.78 per share (the 30-day volume weighted average price ending on the grant date of December 31, 2025), which vests evenly over a three year period and in 2024 included 26,409 common shares valued at $6.21 per share (market price on the grant date of December 31, 2024), which vests evenly over a three year period. Mr. Clanton is entitled to participate in all applicable Company benefit plans, programs, or arrangements that the Company may offer to its executives generally, from time to time, and as may be amended from time to time.
Mr. Williamson and the Company entered into an Executive Employment Agreement, effective July 1, 2022. The terms of the Employment Agreement have been adjusted by the Board subsequent to its effective date. Mr. Williamson serves as CFO on an “at-will” basis for an annual base salary of $271,000 during 2025 and $264,000 during 2024. In addition to his base salary, Mr. Williamson is eligible to receive an annual incentive cash bonus targeted at $170,000 for achieving performance goals established by the Compensation Committee of the Board in its sole discretion for the then current calendar year. Additionally, Mr. Williamson is eligible for equity awards in the discretion of the Compensation Committee, which in 2025 included 71,130 common shares valued at $4.78 per share (the 30-day volume weighted average
price ending on the grant date of December 31, 2025), which vests evenly over a three year period and in 2024 included 35,588 common shares valued at $6.21 per share (market price on the grant date of December 31, 2024), which vests evenly over a three year period. Mr. Williamson is entitled to participate in all applicable Company benefit plans, programs, or arrangements that the Company may offer to its executives generally, from time to time, and as may be amended from time to time.
Description of the 2020 Equity Incentive Plan
The 2020 Plan was approved by the Board on July 22, 2020 and shareholders on September 1, 2020 as a replacement of our Amended and Restated 2017 Stock Option Plan and the Share Compensation Plan.
The 2020 Plan is administered by the Board, a committee of the Board or one or more officers delegated authority by the Board to administer the 2020 Plan. The Board has the authority in its discretion to interpret the 2020 Plan. The Board determines to whom stock options, stock appreciation rights, restricted stock and stock units, performance shares and units, other stock-based awards and cash-based awards are granted, subject to options and all other terms and conditions of the awards.
The maximum number common shares that may be issued under the 2020 Plan is 2,000,000. As of December 31, 2025, 234,834 performance stock units (“PSUs”), and 1,624,529 time-based restricted shares have been issued, leaving 140,637 shares available to be granted under the 2020 Plan.
If the shares granted under the 2020 Plan expire or terminate for any reason without having been issued or are forfeited, they again become available for grant under the 2020 Plan. Shares granted under the 2020 Plan are not transferable or assignable other than by will or other testamentary instrument or the laws of succession.
In the event we undergo a change of control by a reorganization, acquisition, amalgamation or merger (or a plan or arrangement in connection with any of these) with respect to which all or substantially all of the persons who were the beneficial owners of the common shares immediately prior to such transaction do not, following such transaction, beneficially own, directly or indirectly more than 50% of the resulting voting power, a sale of all, or substantially all, of the Company’s assets, or the liquidation, dissolution or winding-up of the Company, outstanding awards shall be subject to the definitive agreement entered into by the Company in connection with the change of control.
At December 31, 2025, we were authorized to issue equity securities as follows:
| · · · · · · · | ||||
|---|---|---|---|---|
| · · Number of Shares to be · · · Weighted Average · · Number of Shares Remaining | ||||
| · · Issued Upon Exercise · · · Exercise Price of · · Available for Future Issuance | ||||
| · · of Outstanding Options, · · · Outstanding Options, · · Under Equity Compensation Plans | ||||
| Plan Category · · Warrants and Rights · · · Warrants and Rights · · (excluding shares in column (a)) | ||||
| Common shares under 2020 Equity Incentive Plan | 781,792 | | $5.15 | 140,637 |
Incentive Plan Awards for Named Executive Officers
Outstanding Share Based Awards as of December 31, 2025 are as follows:
| · · · · · | ||||
|---|---|---|---|---|
| · · Share-based Awards | ||||
| | | | | Market |
| | | Number of | | Value of |
| | | Shares or Units | | Share-Based |
| | | of Shares that | | Awards that |
| | | Have Not | | Have Not |
| Name | | Vested | | Vested |
| Jason Stabell | | 293,067 | | $1,359,831 |
| Henry N. Clanton | 73,226 | | $339,769 | |
| Andrew Williamson | 122,829 | | $569,927 | |
Incentive Plan Awards—Value Vested or Earned for Named Executive Officers
The values of incentive plan awards that were vested or earned during the year ended December 31, 2025 are as follows:
| · · · | ||
|---|---|---|
| · · · | ||
| · · · Share-based awards—Value | ||
| Name · · · Vested During the Year | ||
| Jason Stabell | | $710,515 |
| Henry N. Clanton | | $129,683 |
| Andrew Williamson | | $293,095 |
We have adopted the 2020 Plan as an incentive-based share award plan applicable to all named executive officers and employees.
Change of control is defined as any event whereby any person acquires at least 50% of the Company’s stock or if a group of shareholders causes at least 50% of the board members to change.
DIRECTOR COMPENSATION
The following table contains compensation earned in the year ended December 31, 2025 by our independent directors who are not named executive officers:
| · · · · · · · · · | ||||||
|---|---|---|---|---|---|---|
| · · · · · · · · · | ||||||
| · · · · Share-Based · · · | ||||||
| Name | | Fees Earned | | Awards | | Total |
| John Lovoi | | $95,000 | | $65,000 | | $160,000 |
| Tracy Stephens | | $65,000 | | $65,000 | | $130,000 |
| David Winn | | $70,000 | | $65,000 | | $135,000 |
| Jason Stankowski | | $55,000 | | $65,000 | | $120,000 |
| Nicola Maddox | | $55,000 | | $65,000 | | $120,000 |
On a quarterly basis, we compensate each director for services rendered (unless a director elects not to receive payment) and reimburse reasonable out-of-pocket travel expenses when incurred. At this time, Bryan Lawrence does not receive any compensation and Jack Vaughn will not receive compensation until his one year severance payment is completed in November 2026
As of January 1, 2023, board member compensation is fixed at an annual fee of $55,000 paid in cash quarterly and $65,000 as a share-based award valued at the prior year-end share price (vesting evenly over a three year period). The chairman of the board receives an additional $40,000 annual cash fee, the chairman of the audit committee receives an additional $15,000 annual cash fee, and the chairman of the compensation, nominating, and corporate governance committee receives an additional $10,000 annual cash fee.
Incentive Plan Awards—Value Vested or Earned During the Year for Directors (Other Than Named Executive Officers)
Outstanding Share-Based Awards and Option-Based Awards as of December 31, 2025 are as follows:
| · · · · · | ||||
|---|---|---|---|---|
| · · Share-based Awards | ||||
| | | | | Market or |
| | | Number of | | Payout Value |
| | | Shares or Units | | of Share-Based |
| | | of Shares that | | Awards that |
| | | Have Not | | Have Not |
| Name | | Vested | | Vested |
| John Lovoi | 24,842 | $115,267 | ||
| Tracy Stephens | 24,842 | | $115,267 | |
| David Winn | 24,842 | | $115,267 | |
| Jason Stankowski | | 24,842 | | $115,267 |
| Nicola Maddox | | 24,841 | | $115,262 |
The values of incentive plan awards that were vested or earned during the year ended December 31, 2025 are as follows:
| · · · | ||
|---|---|---|
| · · · | ||
| · · · Share-based awards | ||
| · · · Value Vested | ||
| Name · · · During the Year | ||
| John Lovoi | | $119,773 |
| Tracy Stephens | | $72,749 |
| David Winn | | $72,749 |
| Jason Stankowski | | $72,749 |
| Nicola Maddox | | $63,309 |
Directors and Officers Liability Insurance
We maintain directors’ and officers’ liability insurance for the protection of our directors and officers against liability incurred by them in their capacities as our directors and officers. The policy provides an aggregate limit of liability of $35,000,000 with a retention held by the Company of $1,500,000. The current annual premium for the Directors’ and Officers’ liability insurance is approximately $350,000 and is re-bid annually. The premium is not allocated between Directors and Officers as separate groups.
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