BARNWELL INDUSTRIES INC
For the period ended Sep 30, 2025. Filed Dec 23, 2025.
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FY2025 · Filed Dec 23, 2025
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Item 11. Executive Compensation
Summary Compensation Table
The Summary Compensation Table below sets forth certain information regarding compensation paid during the fiscal years ended September 30, 2025 and September 30, 2024 to (1) Craig D. Hopkins, our Chief Executive Officer and President as of April 1, 2024 (2) Russell M. Gifford, our Executive Vice President, Chief Financial Officer and Treasurer, and who was our Secretary until March 31, 2024 and (3) Alexander C. Kinzler, our Secretary and General Counsel and who was our Chief Executive Officer, President and Chief Operating Officer until March 31, 2024.
No Named Executive Officer was granted an option award or non-equity incentive plan compensation in fiscal year 2025 or 2024 or received above-market or preferential earnings on compensation that was deferred on a basis that was not tax-qualified. As a result, such columns have been omitted.
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | All Other Compensation(s)4 | Total ($) |
|---|---|---|---|---|---|---|
| Craig D. HopkinsChief Executive Officer and President5 | 2025 | 189,502 | — | 113,5206 | — | 303,022 |
| 2024 | 180,075 | 35,270 | 157,8007 | — | 373,145 | |
| Russell M. GiffordExecutive Vice President, Chief Financial Officer and Treasurer | 2025 | 280,000 | 36,250 | — | — | 316,250 |
| 2024 | 280,000 | 22,500 | — | — | 302,500 | |
| Alexander C. KinzlerSecretary and General Counsel8 | 2025 | 175,000 | 37,500 | — | 13,631 | 226,131 |
| 2024 | 175,000 | 22,500 | — | 11,361 | 208,861 |
Grants of Plan-Based Awards
| Name | Grant Date | Number of Units (#) |
|---|---|---|
| Craig D. Hopkins | May 16, 2024 | 60,000 |
4 This amount represents perquisites received with respect to medical insurance.
5 All ($) amounts with respect to Mr. Hopkins are the U.S. Dollar equivalent of compensation paid in Canadian Dollars. Mr. Hopkins became a Named Executive Officer as of April 1, 2024 when he was appointed as the Company’s Chief Executive Officer and President. Mr. Hopkins’s salary as Chief Executive Officer of the Company, effective April 1, 2024, is $188,945 which is the U.S. Dollar equivalent of C$265,000. His 2025 bonus is expected to be paid in restricted stock units.
6 Mr. Hopkins received a grant of 66,000 restricted stock units on January 9, 2025.
7 Mr. Hopkins received a grant of 60,000 restricted stock units on May 16, 2024.
8 Mr. Kinzler was Chief Executive Officer and President until March 31, 2024.
Outstanding Equity Awards at Fiscal Year-End 2025
The following Outstanding Equity Awards At Fiscal Year-End 2025 tables sets forth grants of stock options and grants of unvested stock awards outstanding on the last day of the fiscal year ended September 30, 2025 to each Named Executive Officer.
| Option Awards | ||||
|---|---|---|---|---|
| Name | Number of Securities Underlying Unexercised Options(#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date |
| Craig D. Hopkins | 60,000 shares of Common Stock | — | 3.33 | 02/2031 |
| Russell M. Gifford | 60,000 shares of Common Stock | — | 3.33 | 02/2031 |
| Alexander C. Kinzler | 60,000 shares of Common Stock | — | 3.66 | 02/2026 |
| Stock Awards | ||
|---|---|---|
| Name | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) |
| Craig D. Hopkins | 60,0009 | 135,600 |
| Russell M. Gifford | — | — |
| Alexander C. Kinzler | — | — |
The Company maintains a defined benefit pension plan (“Pension Plan”) for its eligible U.S.-based employees to provide annual benefits payable on retirement. Eligibility is based upon attainment of age 21 and completion of one year of service. Benefits are calculated under a formula based upon years of service and the participant’s highest average annual compensation over 60 consecutive months of service. Since December 31, 2019, future benefit accruals for all participants under the Pension Plan have been frozen. Consequently, current participants in the Pension Plan no longer accrue new benefits under the Pension Plan and new employees of the Company are no longer eligible to enter the Pension Plan as participants. Mr. Kinzler and Mr. Gifford are participants in the Pension Plan.
The Company also has a Supplemental Executive Retirement Plan (“SERP”) in order to provide an additional incentive to the Company’s U.S.-based executive officers to remain with the Company. Since December 31, 2019, future benefit accruals for all participants under the SERP have been frozen. Consequently, current participants in the SERP no longer accrue new benefits under the SERP and new employees of the Company are no longer eligible to enter the SERP as participants. Mr. Kinzler and Mr. Gifford are participants in the SERP.
9 Mr. Hopkins received a grant of 60,000 restricted stock units on May 16, 2024. Such restricted stock units vest as follows: 20,000 on May 16, 2025; 20,000 on May 16, 2026; and 20,000 on May 16, 2027.
Director Compensation
Our non-employee directors receive cash compensation and equity compensation for their service on the Board of Directors. The compensation committee reviews the compensation of our non-employee directors periodically and recommends changes to the Board of Directors when it deems appropriate.
The following Director Compensation table sets forth information with regard to the Board of Directors (other than Mr. Hopkins, an officer of the Company), with regard to compensation paid to them during the fiscal year ended September 30, 2025.
No non-employee members of the Board of Directors earned any non-equity incentive plan compensation or nonqualified deferred compensation earnings in fiscal year 2024. As a result, the relevant columns have been omitted.
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation | Total ($) |
|---|---|---|---|---|
| Kenneth S. Grossman | 50,000 | 134,80010 | — | 184,800 |
| Joshua S. Horowitz | 50,000 | 134,80010 | — | 50,000 |
| Philip J. McPherson | — | — | — | — |
| Laurance E. Narbut11 | 20,533 | — | — | 20,533 |
| Douglas N. Woodrum12 | 31,250 | — | — | 31,250 |
10 Represents a grant by the Board of Directors on October 24, 2024 of 26,455 restricted stock units valued at $50,000 to the independent directors of the Board of Directors as partial payment of fiscal 2025 director fees for their service as members of the Board of Directors from the period of October 1, 2024 to September 30, 2025 and a grant by the Board of Directors on September 29, 2025 of 65,000 shares of common stock to Messrs. Grossman and Horowitz in recognition of their extraordinary efforts with respect to various legal matters addressed by the Company during Fiscal 2025.
11 Laurance Narbut resigned from the Board of Directors effective as of February 19, 2025.
12 Douglas N. Woodrum was removed from the Board of Directors and all committees on which he served as a result of the Sherwood Group Consent Solicitation on May 16, 2025.
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