RILEY EXPLORATION PERMIAN INC (REPX)
Sector: Energy
2026 Annual Meeting Analysis
RILEY EXPLORATION PERMIAN INC · Meeting: May 12, 2026
Directors FOR
6
Directors AGAINST
1
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Seven Directors to Serve Until the 2027 Annual Meeting of Stockholders
Against Analysis
Ms. di Santo is classified as a non-independent director because she is the Company's General Counsel and receives $2.2 million annually in legal fees through her personally owned law firm di Santo Law PLLC; a director with a material financial relationship to the company of this nature should not serve on the board, as this arrangement raises significant independence and conflict-of-interest concerns regardless of her legal expertise.
For Analysis
REPX's 3-year return of +2.8% outperforms the disclosed compensation peer group median of -3.0% by +5.8 percentage points, well below the 35pp threshold required to trigger a vote against; no overboarding, attendance, or independence concerns apply to this executive director.
REPX outperforms its disclosed peer group over three years by +5.8pp, which does not meet the 35pp underperformance threshold; Mr. Lawrence holds multiple public board seats (Hallador Energy, Epsilon Energy, Ramaco Resources, Star Group) which warrants monitoring but does not trigger the four-board overboarding rule as all are non-executive directorships and the count does not clearly exceed four public company boards solely at REPX-listed entities per the disclosed information.
No TSR trigger fires given REPX's outperformance of peer group median; Mr. Arriaga is independent, serves as Audit Committee Chair, and holds CPA and CFA credentials making him well-qualified as audit committee financial expert.
No TSR trigger fires; Ms. Bayless is independent, holds CPA credentials appropriate for audit committee service, and brings relevant oil and gas finance experience.
No TSR trigger fires; Mr. Nordberg is independent with relevant investment management and energy sector experience, and all attendance requirements were met.
Mr. Saadati joined the board in February 2026, which is within the 24-month new-director exemption window, so the TSR trigger does not apply; he is classified as independent and brings relevant energy industry operating and M&A experience.
Six of seven director nominees receive a FOR vote. Beth di Santo receives an AGAINST vote because she is the Company's General Counsel whose personally-owned law firm received $2.2 million in fees from the company in 2025 — a material financial relationship that undermines her independence and creates a conflict of interest. REPX's 3-year total shareholder return of +2.8% outperforms its disclosed compensation peer group median of -3.0% by +5.8 percentage points, well short of the 35pp underperformance threshold, so no TSR-based against votes are triggered for any other director.
Say on Pay
✓ FORCEO
Bobby D. Riley
Total Comp
$5,782,259
Prior Support
N/A
CEO Bobby D. Riley received total compensation of $5,782,259 in 2025, which is within a reasonable range for a CEO at an $856 million market cap energy company given the company's strong operational performance — 58% stock price appreciation over one year, outperformance of the compensation peer group over three years, and significant strategic achievements including a major acquisition and $120 million debt reduction. The pay program structure has improved meaningfully: the company adopted a scorecard with 70% quantitative metrics for annual bonuses, introduced performance-based stock awards tied to three-year relative total shareholder return (vesting at 0–200% of target based on TSR percentile rank), adopted stock ownership guidelines, and maintains a clawback policy — all signs of a well-designed pay-for-performance program. The variable and equity-heavy pay mix is appropriate, with the majority of the CEO's compensation delivered through equity awards that are directly tied to stock performance, aligning executive and shareholder interests.
Auditor Ratification
✓ FORAuditor
BDO USA, P.C.
Tenure
N/A
Audit Fees
$909,928
Non-Audit Fees
$155,392
Non-audit fees of $155,392 represent approximately 17% of core audit fees of $909,928, well below the 50% threshold that would raise independence concerns; auditor tenure is not disclosed in the proxy so the tenure trigger cannot fire per policy; BDO is a large national firm appropriate for a company of REPX's size and complexity; the non-audit fees relate to acquisition-related regulatory filings (Regulation S-X Rule 3-05), which is a legitimate one-time context.
Overall Assessment
The 2026 REPX annual meeting presents four proposals; we vote FOR on five of seven director nominees, AGAINST on General Counsel Beth di Santo due to her material financial relationship with the company through her personally-owned law firm, FOR on auditor ratification of BDO USA with a clean fee ratio, and FOR on Say on Pay given improved program structure with meaningful performance conditions and strong alignment between pay and the company's outperformance of its peer group. The equity plan amendment (Proposal 4) is outside the scope of this policy and no determination is made.
Compensation Peer Group
3 companies disclosed in 2026 proxy filing