APHE Alpha Energy Inc (PK)

 

On April 25, 2023, Truleum, Inc. (formerly known as Alpha Energy, Inc.)(the “Company”) elected four continuing directors for a term of one-year or until their successor has been duly elected and qualified. Each of Robert Flynn, Lacie Kellogg, Mark A. Timm and Isaac Dietrich was elected to the Company’s Board of Directors (“Board”) by written consent of the majority stockholder of the Company. Richard Nummi, our prior director, elected not to stand for re-appointment to the Board of Directors. Each director will continue to serve on the committees to which previously appointed.

 

Each of Mr. Flynn, Mr. Timm and Mr. Dietrich are deemed “independent” as such term is defined by Rule 803 of the NYSE American Company Guide (“Rule 803”). There are no family relationship between the directors and any of our other officers and directors.

 

The Company has adopted a revised Board of Directors compensation plan providing for awards to be made under the Plan and intended to replace the current director compensation plan which had provided for monthly grants to non-employee directors of 4,000 shares of restricted Common Stock per month. Under the new plan, each director shall receive compensation for their service on the Board and receive reimbursements for certain expenses in accordance with the Company’s reimbursement policy.

 

Until the Company’s Common Stock is listed on a national securities exchange, each non-employee director shall receive options to purchase shares of Common Stock valued at $150,000 by the Black-Scholes pricing model on an annual basis, payable quarterly, with an exercise price equal to the closing price of the Company’s common stock on the last business day of the quarter. The Chairman of each of the Audit, Compensation, and Nomination and Corporate Governance Committees shall receive additional options to purchase shares of the Company’s Common Stock valued at $18,000, $18,000, and $10,000, respectively, by the Black-Scholes pricing model annually, payable quarterly, with an exercise price equal to the closing price of the Company’s common stock on the last business day of the quarter.  Upon the Company’s Common Stock being listed on a national exchange, each non-employee director shall receive (i) cash compensation of $70,000 annually, payable quarterly, in addition to (ii) options to purchase shares of the Company’s Common Stock valued at $80,000 by the Black-Scholes pricing model on an annual basis, payable quarterly, with an exercise price equal to the closing price of the Company’s Common Stock on the last business day of the quarter. The Chairman of each of the Audit, Compensation and Management Development, and Nomination and Corporate Governance Committees shall receive additional cash compensation of $18,000, $18,000, and $10,000, respectively, on an annual basis payable quarterly.  The awards will be issued under and subject to the Plan and have a term of ten years.

 

Each director is required to attend every meeting of the Company’s Board and the respective Board committees on which they serve. If a director is not able to attend a meeting, their quarterly compensation amounts shall be adjusted pro-rata based on the number of meetings attended divided by the total meetings held.