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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SUMMARY COMPENSATION TABLE
The following table sets forth information concerning the compensation of (a) all individuals serving as the Company’s principal executive officer or acting in a similar capacity during the last completed fiscal year (“PEO”), regardless of compensation level; (b) the Company’s two most highly compensated executive officers other than the PEO who were serving as executive officers at the end of the last completed fiscal year; and (c) up to two additional individuals for whom disclosure would have been provided pursuant to paragraph (b) but for the fact that the individual was not serving as an executive officer of the Company at the end of the last completed fiscal year (collectively, the “Named Executive Officers”) for the years ended December 31, 2024 and 2023.
| Name and Position · Year · Salary · Bonus · Stock Awards(3) · Option Awards · All Other Compensation · Total | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Ryan L. Smith | 2024 | $327,488 | $225,000 | $285,600 | (6) | $ | - | $51,298 | (2) | $889,385 | |
| CEO(1) | 2023 | $319,500 | $225,000 | $375,000 | (7) | $ | - | $46,919 | (2) | $966,419 | |
| Mark L. Zajac | 2024 | $259,463 | $160,000 | $181,800 | (8) | $ | - | $33,656 | (2) | $634,919 | |
| CFO(4) | 2023 | $148,750 | $160,000 | $146,000 | (9) | $ | - | $23,137 | (2) | $477,887 | |
| Donald Kessel | 2023 | $147,000 | $ | - | $230,000 | (10) | $ | - | $64,515 | (2) | $441,515 |
| COO(5) | |||||||||||
Does not include perquisites and other personal benefits, or property, unless the aggregate amount of such compensation is more than $10,000. None of our executive officers received any change in pension value and nonqualified deferred compensation earnings during the periods presented.
| (1) | Mr. Smith was appointed CEO on December 10, 2019 and held both the CEO and CFO positions until the hiring of Mr. Zajac on June 1, 2023 at which date Mr. Zajac assumed the CFO position. |
| (2) | All other compensation for Mr. Smith in 2024 and 2023 is comprised of employer 401(k) matching contributions and health insurance premiums. All other compensation for Mr. Zajac in 2024 and 2023 is comprised of employer 401(k) matching contributions and health insurance premiums. All other Compensation for Mr. Kessel in 2023 is comprised of a $50,000 payment relating to his separation agreement, which was effective on July 28, 2023 and employer 401(k) contributions of $8,821 and health insurance premiums |
| (3) | Stock awards for 2024 and 2023 reflect the aggregate grant date fair value of stock awards computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 and does not necessarily reflect the actual value that may be realized by the executive. For fiscal year 2024, the grant date fair value for restricted stock awards is based on the closing price of our Common Stock on March 19, 2024, the grant date of those awards, which was $1.01 per share. For fiscal year 2023, the grant date fair value for restricted stock awards is based on the closing price of our Common Stock on January 5, 2023, the grant date for those awards, which was $2.30 per share. The assumptions used in the valuation of these awards are set forth in the notes to our consolidated financial statements, which are included in our Annual Report on Form 10-K for the year ended December 31, 2024 and our Annual Report on Form 10-K for the year ended December 31, 2023, as applicable. |
| (4) | Mr. Zajac was appointed Chief Financial Officer on June 1, 2023. |
| (5) | Mr. Kessel retired on July 28, 2023 from his position as Chief Operating Officer. |
| (6) | Represents 170,000 shares of restricted Common Stock issued to Mr. Smith on March 19, 2024, which vest equally over a three-year period, subject to Mr. Smith’s continued service to the Company. Represents 170,000 shares of restricted Common Stock which vest, if ever, if U.S. Energy's Common Stock price is equal to or greater than $2.00 per share for a period of at least 20 consecutive trading days following the grant date, and are eligible for vesting one year after the grant date, subject to Mr. Smith's continued service to the Company. |
| (7) | Represents 163,043 shares of restricted Common Stock issued to Mr. Smith on January 5, 2023, which vest equally over a three-year period, subject to Mr. Smith’s continued service to the Company. |
| (8) | Represents 180,000 shares of restricted Common Stock issued to Mr. Zajac on March 19, 2024, which vest equally over a three-year period, subject to Mr. Zajac’s continued service to the Company. |
| (9) | Represents 100,000 shares of restricted Common Stock issued to Mr. Zajac on June 1, 2023, which vest equally over a two-year period, subject to Mr. Zajac’s continued service to the Company. |
| (10) | Represents 100,000 shares of restricted Common Stock issued to Mr. Kessel on January 5, 2023, which were to vest equally over a three-year period. The Company made a modification to the restricted stock award upon Mr. Kessel's retirement and vested the entire 100,000 shares of the restricted stock award on July 28, 2028 in connection with his separation agreement. |
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