Fiscal year 2025 executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.
This is the complete answer, not a partial one — the list is never padded.
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Kelly Loyd | $375,000 | — | $534,672 | — | $356,250 | — | $49,782 | $1,315,704 |
| President & Chief Executive Officer | ||||||||
| J. Mark Bunch | 305,000 | — | 289,914 | — | 217,313 | — | 48,156 | 860,382 |
| Chief Operating Officer | ||||||||
| Ryan Stash | 292,200 | — | 277,747 | — | 208,193 | — | 50,610 | 828,749 |
| Senior Vice President, Chief Financial Officer & Treasurer | ||||||||
A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.
| Named executive officer | FY2025 total | FY2024 total | FY2023 total | Δ FY2024→2025 |
|---|---|---|---|---|
| Kelly Loyd | $1,315,704 | — | — | — |
| J. Mark Bunch | 860,382 | — | — | — |
| Ryan Stash | 828,749 | — | — | — |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
No insider equity transactions reported since the proxy statement.
| Executive | Award | Grant date | Threshold | Target | Granted | Maximum | Grant-date fair value |
|---|---|---|---|---|---|---|---|
| J. Mark Bunch | RSU | 2024-09-17 | — | — | 18,862 | — | $108,079 |
| J. Mark Bunch | PSU | 2024-09-17 | — | 37,725 | — | 37,725 | 181,835 |
| Kelly Loyd | PSU | 2024-09-17 | — | 69,573 | — | 69,573 | 335,342 |
| Kelly Loyd | RSU | 2024-09-17 | — | — | 34,787 | — | 199,330 |
| Ryan Stash | RSU | 2024-09-17 | — | — | 18,071 | — | 103,547 |
| Ryan Stash | PSU | 2024-09-17 | — | 36,141 | — | 36,141 | 174,200 |
| Named executive officer | Time-vested (RSU) | Performance-vested (PSU) | Options / SARs | % performance-vested |
|---|---|---|---|---|
| J. Mark Bunch | $108,079 | $181,835 | $0 | 62.7% |
| Kelly Loyd | 199,330 | 335,342 | 0 | 62.7% |
| Ryan Stash | 103,547 | 174,200 | 0 | 62.7% |
% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Kelly Loyd | RSU | 232,290 | — | $1,091,763 |
| J. Mark Bunch | RSU | 136,118 | — | 639,755 |
| Ryan Stash | RSU | 94,500 | — | 444,150 |
| Kelly Loyd | PSU | 91,627 | — | 430,647 |
| J. Mark Bunch | PSU | 49,683 | — | 233,510 |
| Ryan Stash | PSU | 47,597 | — | 223,706 |
The Company's compensation programs are designed to incentivize the named executive officers to build meaningful retained stock value over the short and long-term. The primary strategy is to provide a substantial portion of compensation in the form of long-term equity incentives to align interests with stockholders and conserve cash.
| CEO STI target (% of salary) | — |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | — |
| Clawback policy | — |
| Anti-hedging | true |
| Anti-pledging | — |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2025 | 2025-12-04 | 17,048,777 | 1,513,891 | 375,823 | 91.84% | Passed |
| 2024 | 2024-12-05 | 18,062,831 | 779,716 | 251,017 | 95.86% | Passed |
| 2023 | 2023-12-07 | 18,577,891 | 569,211 | 173,687 | 97.03% | Passed |
| 2022 | 2022-12-08 | 19,998,893 | 692,530 | 277,299 | 96.65% | Passed |
| 2021 | 2021-12-09 | 20,494,828 | 548,193 | 380,092 | 97.39% | Passed |
| 2020 | 2020-12-09 | 22,210,741 | 1,250,273 | 115,866 | 94.67% | Passed |
Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.
| Meeting year | Meeting date | Approval — company's computation |
|---|---|---|
| 2025 | 2025-12-04 | 91.84%a |
| 2024 | 2024-12-05 | 95.86%b |
| 2023 | 2023-12-07 | 97.03%c |
a. Voting standard not stated in the filing.
b. Voting standard not stated in the filing.
c. Voting standard not stated in the filing.
Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| Robert S. HerlinEmployee director · Board Chair · Investment · Sustainability | $123,076 | $99,303 | — | — | $8,311 | $230,690 |
| William E. DozierIndependent · Compensation (Chair) · Investment | 96,871 | 99,303 | — | — | 8,311 | 204,485 |
| Marjorie A. HargraveIndependent · Compensation · Nominating and Corporate Governance · Audit (Chair) | 94,090 | 99,303 | — | — | 8,311 | 201,704 |
| Edward J. DiPaoloIndependent · Lead Independent Director · Compensation · Nominating and Corporate Governance (Chair) · Audit | 83,500 | 99,303 | — | — | 8,311 | 191,114 |
| Myra C. BierriaIndependent · Nominating and Corporate Governance · Sustainability (Chair) · Audit | 83,000 | 99,303 | — | — | 8,311 | 190,614 |
| Kelly W. LoydEmployee director · Investment (Chair) · Sustainability | — | — | — | — | — | 0 |
| Annual cash retainer | $50,000 |
|---|---|
| Annual equity retainer | $100,000 |
| Per board meeting fee | $1,500 |
| Committee chair fees (audit / comp / nom-gov) | 18,000 / 12,000 / 12,000 |
| Stock ownership guideline | — |
| Component | FY2025 |
|---|---|
| Cash retainers and fees | $480,537 |
| Equity awards (grant-date value) | $496,515 |
| All other compensation | $41,555 |
| Total cost of the board | $1,018,607 |
Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.
The compensation peer group as the company disclosed it in its own proxy — the reference set behind the percentile above.
Of the companies Evolution Petroleum names as compensation peers, which name it back in their own disclosed peer groups. A peer set the market reciprocates reads differently from one selected in a single direction.
Reciprocity shown where the peer's own current proxy has been read — each mark is cited in the register to that peer's filing. A dash means the peer's current proxy was read and names no reciprocal group including Evolution Petroleum.
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | Evolution Petroleum | 2025 | Kelly Loyd | $375,000 | $534,672 | — | $356,250 | $1,315,704 |
| — | Vitesse Energy, Inc. | — | — | — | — | — | — | not in coverage universe |
Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.
| Company | Annual incentive payout | Long-term vehicle mix | PSU measures include TSR | Compensation consultant |
|---|---|---|---|---|
| Evolution Petroleum | not disclosed | not disclosed | not disclosed | not disclosed |
| Vitesse Energy, Inc. | not disclosed | not disclosed | not disclosed | not disclosed |
Read from each company's Compensation Discussion and Analysis: annual incentive payout as a percentage of target, the disclosed long-term vehicle mix, whether performance-share measures include a total shareholder return component, and the retained compensation consultant. “Not disclosed” appears only where the company's filing does not state the item.
Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.
| # | Supports | Document | Filed | Accession | Location in document |
|---|---|---|---|---|---|
| 1 | Section 01, Kelly Loyd | DEF 14A | 2025-10-23 | 0001104659-25-101832 | Section “Executive Compensation”. As printed: 1,315,704. Filing ↗ |
| 2 | Section 01, J. Mark Bunch | DEF 14A | 2025-10-23 | 0001104659-25-101832 | Section “Executive Compensation”. As printed: 860,382. Filing ↗ |
| 3 | Section 01, Ryan Stash | DEF 14A | 2025-10-23 | 0001104659-25-101832 | Section “Executive Compensation”. As printed: 828,749. Filing ↗ |
| 4 | Section 03, J. Mark Bunch RSU | DEF 14A | 2025-10-23 | 0001104659-25-101832 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 880300–880307 |
| 5 | Section 03, J. Mark Bunch PSU | DEF 14A | 2025-10-23 | 0001104659-25-101832 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 875646–875653 |
| 6 | Section 03, Kelly Loyd PSU | DEF 14A | 2025-10-23 | 0001104659-25-101832 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 862326–862333 |
| 7 | Section 03, Kelly Loyd RSU | DEF 14A | 2025-10-23 | 0001104659-25-101832 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 866562–866569 |
| 8 | Section 03, Ryan Stash RSU | DEF 14A | 2025-10-23 | 0001104659-25-101832 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 893652–893659 |
| 9 | Section 03, Ryan Stash PSU | DEF 14A | 2025-10-23 | 0001104659-25-101832 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 889381–889388 |
| 10 | Section 08, Robert S. Herlin | DEF 14A | 2025-10-23 | 0001104659-25-101832 | Section “Director Compensation”. As printed: 230,690. Filing ↗machine: span 235893–235900 |
| 11 | Section 08, William E. Dozier | DEF 14A | 2025-10-23 | 0001104659-25-101832 | Section “Director Compensation”. As printed: 204,485. Filing ↗machine: span 229137–229144 |
| 12 | Section 08, Marjorie A. Hargrave | DEF 14A | 2025-10-23 | 0001104659-25-101832 | Section “Director Compensation”. As printed: 201,704. Filing ↗machine: span 232351–232358 |
| 13 | Section 08, Edward J. DiPaolo | DEF 14A | 2025-10-23 | 0001104659-25-101832 | Section “Director Compensation”. As printed: 191,114. Filing ↗machine: span 225679–225686 |
| 14 | Section 08, Myra C. Bierria | DEF 14A | 2025-10-23 | 0001104659-25-101832 | Section “Director Compensation”. As printed: 190,614. Filing ↗machine: span 222487–222494 |
| 15 | Section 08, Kelly W. Loyd | DEF 14A | 2025-10-23 | 0001104659-25-101832 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 16 | Section 06, 2025 vote | Form 8-K | 2025-12-09 | 0001104659-25-119669 | Item 5.07 · say-on-pay result. As reported: 91.84% (votes for as printed: 17,048,777). Filing ↗ |
| 17 | Section 06, 2024 vote | Form 8-K | 2024-12-10 | 0001558370-24-016121 | Item 5.07 · say-on-pay result. As reported: 95.86% (votes for as printed: 18,062,831). Filing ↗ |
| 18 | Section 06, 2023 vote | Form 8-K | 2023-12-08 | 0001558370-23-019696 | Item 5.07 · say-on-pay result. As reported: 97.03% (votes for as printed: 18,577,891). Filing ↗ |
| 19 | Section 03b vehicle mix (computed) | Computed | — | computed | RSU / PSU / Options grant-date fair values summed per officer from the grants table; % performance-vested = PSU ÷ (RSU+PSU+Options).machine: formula: sums + PSU ratio |
| 20 | Section 09b board cost (computed) | Computed | — | computed | Cash 480,537 + equity 496,515 + all other 41,555 = 1,018,607, summed across the director compensation table rows.machine: formula: Σ = 1,018,607 |
| 21 | Evolution Petroleum (subject), Section 10b CEO total | DEF 14A | 2025-10-23 | 0001104659-25-101832 | CEO total compensation as printed in Evolution Petroleum's own proxy. As printed: 1,315,704. Filing ↗ |