US ENERGY CORP
For the period ended May 16, 2025. Filed Apr 17, 2025.
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May 16, 2025 · Filed Apr 17, 2025
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Contents
PAY VERSUS PERFORMANCE
The following table provides information required by Item 402(v) of Regulation S-K, and sets forth information about the relationship between executive compensation actually paid and certain financial performance of the Company. Compensation Actually Paid (CAP) in the table below does not necessarily represent cash and/or equity value transferred to the applicable named executive officer without restriction, but rather is a valuation calculated under applicable SEC rules. In general, CAP is calculated as summary compensation table total compensation adjusted to include the fair market value of equity awards as of December 31, 2024 or, if earlier, the vesting date (rather than the grant date) and factor in dividends and interest accrued with respect to such awards (if any). For purposes of the disclosure below, no pension valuation adjustments were required and no dividends or interest were accrued.
The Board of Directors and the Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.
| Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(3) | Average Summary Compensation Table Total for non-PEO Named Executive Officers(2) | Average Compensation Actually Paid to non-PEO Named Executive Officers(3) | Value of Initial Fixed $100 Investment Based On:(4) Total Shareholder Return | Net Loss ($ Thousands)(5) |
|---|---|---|---|---|---|---|
| 2024 | $889,385 | $1,316,224 | $634,919 | $781,519 | $52.19 | $(25,784) |
| 2023 | $966,419 | $479,049 | $459,701 | $380,911 | $32.02 | $(32,356) |
| 2022 | $2,079,349 | $1,607,532 | $995,297 | $867,377 | $71.77 | $(963) |
| (1) | Ryan L. Smith was our CEO (our Principal Executive Officer (PEO)) for each of the years presented. The amount reported for each year are the amounts of total compensation reported for Mr. Smith in the “Total” column of the “Summary Compensation Table”, above. |
| (2) | During 2024, our only non-CEO Named Executive Officer (NEO) consisted of Mark L. Zajac, our Chief Financial Officer. During 2023, our two non-CEO Named Executive Officers (NEO) consisted of Mark Zajac, our Chief Financial Officer and Donald A. Kessel, our former Chief Operating Officer. During 2022, our only non-CEO Named Executive Officer (NEO) consisted of Donald A. Kessel. |
| (3) | Compensation “actually paid” is calculated in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to the applicable persons during 2024, 2023 and 2022. In accordance with the requirements of Item 402(v) of Regulation S-K, the adjustments set forth below were made to Mr. Smith’s total compensation and to the total compensation of the other non-PEO NEO, for 2024, 2023 and 2022, to determine the compensation actually paid. No pension plan payments were made to the PEO or the non-PEO NEO during 2024, 2023 or 2022. |
| (4) | Assumes $100 invested in our common shares on December 31, 2021, and calculated based on the difference between the share price of our Common Stock at the end and the beginning of the measurement period, and reinvestment of all dividends. |
| (5) | The dollar amounts reported represent the amount of net income (loss) reflected in our consolidated audited financial statements for the applicable year. |
| Adjustments to Determine Compensation Actually Paid ($) for PEO | 2024 | 2023 | 2022 |
|---|---|---|---|
| Reported Summary Compensation Table (SCT) total for PEO | 889,385 | 966,419 | 2,079,349 |
| Deduction for amounts reported under the “Stock Awards” column in the SCT | (285,600) | (375,000) | (1,480,000) |
| Increase for fair value of awards granted during the year that remain unvested as of year end | 554,200 | 163,043 | 690,000 |
| Increase for fair value of awards granted and vested during the year | - | - | 370,000 |
| Deduction for decrease in fair value from prior year end to current year end of awards granted prior to the year that were outstanding and unvested as of year end | 147,228 | (325,000) | (72,750) |
| Deduction for decrease in fair value from prior year end to vesting date of awards granted prior to the year that vested during the year | 11,011 | 31,000 | (4,380) |
| Increase for value of dividends paid (accrued) on equity awards not otherwise reflected in fair value of awards | - | 18,587 | 25,313 |
| Total adjustments | 426,839 | (487,370) | (471,817) |
| Compensation actually paid to PEO | 1,316,224 | 479,049 | 1,607,532 |
| Adjustments to Determine Average Compensation Actually Paid ($) for Non-PEO NEOs | 2024 | 2023 | 2022 |
|---|---|---|---|
| Reported Average SCT Total for Non-PEO NEOs | 634,919 | 459,701 | 995,297 |
| Deduction for amounts reported under the “Stock Awards” column in the SCT | (181,800) | (188,000) | (571,650) |
| Increase for fair value of awards granted during the year that remain unvested as of year end | 293,400 | 50,000 | 220,800 |
| Increase for fair value of awards granted and vested during the year | - | 76,000 | 216,450 |
| Increase/(deduction) for change in fair value from prior year end to current year end of awards granted prior to the year that they were outstanding and unvested as of year end | 31,500 | - | - |
| Increase/(deduction) for change in fair value from prior year end to vesting date of awards granted prior to the year that vested during the year | 3,500 | (20,480) | - |
| Increase for value of dividends paid (accrued) on equity awards not otherwise reflected in fair value of awards | - | 3,690 | 6,480 |
| Total adjustments | 146,600 | (78,790) | (127,920) |
| Compensation actually paid to Non-PEO NEOs | 781,519 | 380,911 | 867,377 |
For each covered fiscal year, there were no equity awards that failed to meet vesting conditions in the year; there were no Option Awards; and there were no pension benefits. Additionally, the methodology for the valuation assumptions used to calculate the fair value of the equity awards is the same as that used to determine the aggregate grant date fair values disclosed in the “Summary Compensation Table”, though with adjustments for the applicable time period. We do not view these adjustments as material differences in the assumptions. As disclosed in the “Summary Compensation Table”, the assumptions used to calculate the aggregate grant date fair values reflected in that table are included in footnotes to our consolidated financial statements in our annual reports on Form 10-K for the years ended December 31, 2024, 2023 and 2022.
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