Employee Share Ownership Plan Awards for 2025
Company awards 3.2m RSUs to staff and 5m options to new CEO Max Easley at $1.15 strike price.
- RSUs awarded to all staff 3,191,177
- RSUs awarded to all staff (prior year) 9,278,760 (prior 2024)
- Share options awarded to Max Easley 5,000,000
- Exercise price of Max Easley options $1.15
- Closing price 24 March 2025 $0.8366
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Pantheon Resources plc (AIM: PANR) ("Pantheon" or "the Company"), developing the Kodiak and Ahpun oil fields in close proximity to pipeline and transportation infrastructure on Alaska's North Slope, today announced details of annual awards under the Employee Stock Ownership Plan ("ESOP") and the pricing of the share options under the ESOP to be granted to Max Easley following his appointment as CEO.
Highlights:
- A total number of 3,191,177 RSUs awarded amongst all staff (versus a total of 9,278,760 awarded in 2024)
- 5 million share options awarded to Max Easley with an exercise price of $1.15, a 37% premium to the closing price on 24 March, 2025
Award Background
Under the terms of the ESOP, awards are to be made following publication of financial results unless the Company is in a closed period. As announced in October 2024, this will normally be around the time of the AGM. Ordinarily, Pantheon's Non-Executive Directors ("NEDs") do not participate in the ESOP, however, as part of his retirement arrangements, Jay Cheatham will receive a final grant of RSUs.
RSU Grants
The Company is today issuing in aggregate 3,191,177 RSUs pursuant to the terms of the ESOP. The number of RSUs in this grant has been calculated using a price of $0.8366, being the closing price on 24 March, 2025 and will vest equally in three annual tranches commencing April 2026. An additional 400,000 RSUs were granted to Max Easley under his employment contract, as announced on 20 February 2025, separate from his participation in the 2025 ESOP awards. Details of grants to Persons Discharging Managerial Responsibilities ("PDMRs") are disclosed below.
LTIP
In keeping with the desire for share option grants to be priced at a premium to the market price when awarded, Max Easley's grant of 5,000,000 options (as announced on 20 February 2025) will have a strike price of $1.15 per share. 40% of these options vest in four equal tranches annually beginning on the first anniversary of his employment, the remainder vest upon FID for the Ahpun project being no later than June 30, 2029, subject to having completed two years of employment.
Awards to PDMRs
Today's awards to PDMRs of the Company under the ESOP are:
| Grantee | Number of RSUs Awarded | Number of LTIP Options Awarded | LTIP Exercise Price |
|---|---|---|---|
| Max Easley, Chief Executive Officer | 728,699 | 5,000,000 | $1.15 |
| Robert Rosenthal, Technical Director | 251,007 | Nil | N/A |
| David Hobbs, Executive Chairman | 143,432 | Nil | N/A |
| Philip Patman Jr, Chief Financial Officer | 215,148 | Nil | N/A |
| Jay Cheatham, Retiring CEO | 251,007 | Nil | N/A |
The PDMR interests following the grants are presented in the table below:
| Name | Ordinary Shares owned | Ordinary Shares owned as a % of current issued share capital | RSUs subject to vesting | Total Share Options (vested and unvested) | RSUs and Share Options as a % of Current Issued Share Capital | Avg Ex Price of Share Options |
|---|---|---|---|---|---|---|
| Max Easley, Chief Executive Officer | Nil | 0.00% | 728,699 | 5,000,000 | 0.50% | 88p* |
| Robert Rosenthal, Technical Director | 2,096,190 | 0.18% | 1,204,759 | 7,575,000 | 0.77% | 54p |
| Philip Patman Jr, Chief Financial Officer | 114,184 | 0.01% | 1,031,117 | N/A | 0.09% | N/A |
| David Hobbs, Executive Chairman | 4,110,992 | 0.36% | 686,471 | 5,000,000 | 0.50% | 64p |
| Jay Cheatham, Retiring CEO | 4,529,463 | 0.40% | 1,220,825 | 8,475,000 | 0.85% | 51p |
* Calculated as the weighted average price using £1.00 = $1.30 for dollar denominated grants
David Hobbs, Pantheon Executive Chairman, commented: "Pantheon is at a critical stage in its evolution to a development Company, and the ESOP is an important tool in attracting and retaining the very best staff. The incentive program and award framework provide significant incentive alignment for every employee - from the most junior to the CEO - with a significant portion of their overall pay delivered in shares, aligning with the interests of shareholders. As established under the plan rules, awards under the ESOP are to be made following publication of financial results typically around the time of the AGM and whilst the Company remains in an open period. Accordingly, the board is resolving to make the awards now utilising the current open period before the flow testing programme on the Megrez-1 well commences. We expect stimulation of the first test horizon will be complete over the next week and flow testing to begin thereafter."
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |
| a) | Name | George Washington ("Max") Easley |
| 2 | Reason for the notification | |
| a) | Position/status | Chief Executive Officer |
| b) | Initial notification/Amendment | Initial Notification |
| a) | Name | Pantheon Resources plc |
| b) | LEI | 213800SWHY5DNQS64J23 |
| a) | Description of the financial instrument, type of instrument | Options over ordinary shares ISIN: GB00B125SX82 |
| b) | Nature of the transaction | Grant of Options over Ordinary Shares |
| c) | Price(s) and volumes(s) | 5,000,000 options to acquire shares at an exercise price of $1.TK per share |
| d) | Aggregated information - Aggregated volume - Price | N/A (single transaction) |
| e) | Date of the transaction | 24 March, 2025 |
| f) | Place of the transaction | Outside of a trading venue |
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |
| a) | Name | a. David Hobbs b. George Washington ("Max") Easley c. Jay Cheatham d. Robert Rosenthal e. Philip Patman, Jr |
| 2 | Reason for the notification | |
| a) | Position/status | a. Executive Chairman b. Chief Executive Officer c. Retiring CEO d. Technical Director e. Chief Financial Officer |
| b) | Initial notification/Amendment | Initial Notification |
| a) | Name | Pantheon Resources plc |
| b) | LEI | 213800SWHY5DNQS64J23 |
| a) | Description of the financial instrument, type of instrument | Restricted Stock Units |
| b) | Nature of the transaction | ESOP RSU Grant |
| c) | Price(s) and volumes(s) | a. Restricted Stock Units to acquire 143,432 ordinary fully paid shares for nil consideration. b. Restricted Stock Units to acquire 728,699 (including 400,000 initial grant) ordinary fully paid shares for nil consideration. c. Restricted Stock Units to acquire 251,007 ordinary fully paid shares for nil consideration. d. Restricted Stock Units to acquire 251,007 ordinary fully paid shares for nil consideration. e. Restricted Stock Units to acquire 215,148 ordinary fully paid shares for nil consideration. |
| d) | Aggregated information - Aggregated volume - Price | N/A (single transaction) |
| e) | Date of the transaction | 24 M arch 2025 |
| f) | Place of the transaction | Outside of a trading venue |
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