The proxy reports CEO Zack Arnold's total compensation at $38.9 million for 2025, which is driven almost entirely by a $34.96 million accounting charge related to the recapitalization of pre-IPO equity awards (membership interests converted into stock units at the time of the February 2025 IPO) rather than new cash or equity granted for 2025 performance. Even setting aside this one-time recapitalization charge, the remaining compensation — base salary of ~$410,000, a $1,000 holiday bonus, roughly $2.9 million in new performance stock awards, and $552,500 in performance-based cash bonus — is more modest and structured with majority variable, performance-linked pay tied to relative and absolute total shareholder return over a three-year period, which is a well-designed incentive structure. However, the reported total of $38.9 million for the CEO is far above any reasonable benchmark for a $244 million market-cap energy company, and even though the bulk of this figure reflects a historical accounting event rather than a current pay decision, the compensation table as disclosed creates a significant pay-level concern under our benchmark thresholds. The company is also in its first year as a public company with no prior say-on-pay vote history, no established compensation peer group disclosed for benchmarking purposes, and a stock that has declined approximately 14.7% over the past year versus an XLE (energy sector ETF) gain of 30.1% — a gap of nearly 45 percentage points — meaning shareholders have experienced significant underperformance while executives received very large reported totals. On balance, the combination of the headline compensation figure well exceeding benchmarks for this market cap and the absence of a disclosed peer group to justify the pay level warrants a AGAINST vote, while acknowledging that the underlying 2025 incentive design has positive pay-for-performance features.

In fiscal year 2025, Deloitte received $1,486,704 in core audit fees and an additional $862,616 in non-audit work (audit-related fees of $77,000 plus tax fees of $785,616), making non-audit fees approximately 58% of audit fees — above the 50% threshold in our policy that raises concerns about auditor independence. The tax advisory work in particular has grown very large relative to the audit itself, creating a financial relationship with Deloitte that goes well beyond the core audit function. Auditor tenure of roughly three years and Deloitte's status as a Big 4 firm are both positive factors, but the non-audit fee ratio alone triggers a NO vote under policy.