STEPHEN V. CONRAD - Corporate Board Profile

US ENERGY CORP

Filing Date	Source Excerpt
2010-04-29	Stephen V. Conrad (63) Nominee for Independent Director. Mr. Conrad is a Certified Public Accountant with more than 35 years of experience providing tax services to numerous public and privately-held natural resource companies. He began his career with Deloitte & Touche (formerly Haskins & Sells) in 1970 and obtained his CPA certificate later that year. Mr. Conrad became a partner in 1980 and was the national oil and gas industry director from 1982 until 1984. His duties included providing due diligence and tax structuring advice related to oil and gas mergers and acquisitions. Mr. Conrad joined Arthur Andersen in 1984 and became the Tax Partner-in-Charge of Andersen’s Denver Office from 1987 until 1999. Mr. Conrad was an active participant in Andersen’s firm-wide tax specialty team on oil and gas taxation and co-author of the firm’s Oil and Gas Federal Income Tax Manual. Following the demise of Arthur Andersen, Mr. Conrad was a partner with Deloitte & Touche from 2002 to 2005, and from 2006 until 2008, he was a partner with the firm Conrad & Henderson LLP. He has written several articles on natural resource taxation and has been an adjunct professor at the University of Denver teaching a course on Natural Resource Taxation, and also has been a frequent speaker at the American Petroleum Institute’s annual tax forum. Mr. Conrad has served as expert witness in several income tax related court proceedings and has significant experience in IRS dispute resolution proceedings, and he has testified before the Treasury Department on numerous proposed oil and gas regulations. Mr. Conrad is a CPA and a member of the American Institute of Certified Public Accountants. He is also a past member of the Colorado Society of Certified Public Accountants, the Petroleum Accountants Society, the Denver Estate Planning Council, the Independent Petroleum Association of America, IPAMS, the Colorado Mining Association, and the AICPA National Resource Tax Committee. Mr. Conrad received his B.S., Accounting from Montana State University. During the past five years, Mr. Conrad has been a co-General Partner for three oil and gas drilling funds with capital expenditures in excess of $50 million. As a General Partner, Mr. Conrad is responsible for raising equity capital and all management decisions of the funds. These Funds generally participate in exploration and production programs with reputable oil and gas companies as a non-operating industry partner. The Board of Directors believes that Mr. Conrad’s training in accountancy, and his experience in the minerals sector both professionally and as a businessman, qualify him for service as a director. Mr. Conrad’s nomination was approved by all the incumbent directors.
2011-04-27	The Chairman of the Audit Committee is Stephen V. Conrad, a Certified Public Accountant. Other members of the Audit Committee are Allen S. Winters, and Michael H. Feinstein, a non- practicing Certified Public Accountant. All members of the Audit Committee are independent directors under criteria established by Rule 4200(a)(15) adopted by the Financial Industry Regulatory Authority. The Company has a Compensation Committee, whose members are Michael H. Feinstein, H. Russell Fraser and Stephen V. Conrad. These members are independent under criteria established by NASDAQ. Mr. Feinstein serves as the Chairman of the Compensation Committee. The Company has a Nominating Committee, whose members are H. Russell Fraser, and Stephen V. Conrad, who all are independent directors.
2012-04-30	The Chairman of the Audit Committee is Stephen V. Conrad, who is a Certified Public Accountant. The Board has determined that Mr. Conrad is an audit committee financial expert as defined in Rule 407(d) of SEC Regulation S-K. Other members of the Audit Committee are Jerry W. Danni and Leo A. Heath. All members of the Audit Committee are independent directors under applicable NASDAQ and SEC rules. The Audit Committee met five times in 2011. All Committee members either attended in person or by telephone. The Committee reviewed our financial statements for each of the quarters ended March 31, June 30 and September 30, 2011 and for the twelve months ended December 31, 2011 and discussed them with management and our independent audit firm. After the quarterly and year end meetings, the Committee met in executive session with our independent audit firm. The Committee also discussed with the independent audit firm the various matters required to be discussed in SAS 61 (Codification of Statements on Auditing Standards, AU 380). Based on the foregoing, the Committee recommended to the Board that the audited financial statements be included in our Annual Report on Form 10-K for the twelve months ended December 31, 2011. During the year ended December 31, 2011, the Committee also met independently of management with the firm that performs internal control testing for the Company pursuant to Section 404 of the Sarbanes-Oxley Act. All members of the Committee were present in person or on the telephone during the meeting where the internal controls were reviewed. The Committee also reviews and reassesses the adequacy of the Audit Committee Charter on an annual basis. The Company has a Compensation Committee, whose members are Jerry W. Danni, Stephen V. Conrad and Leo A. Heath. These members are independent under criteria established by NASDAQ. Mr. Danni serves as the Chairman of the Compensation Committee. This Committee met formally on four occasions in 2011, and discussed compensation matters informally several times throughout the fiscal year. All Compensation Committee members attended all meetings of the Committee during 2011 either in person or by phone. The Company has a Nominating Committee, whose members are Allen S. Winters and Jerry W. Danni. Both are independent directors under NASDAQ rules. Mr. Winters serves as the Chairman of the Nominating Committee. The Nominating Committee is responsible for identifying and recommending to the Board nominees for election to the Board to be included in the Company’s Proxy Statement for the annual shareholders meeting; and when required for election by the Board to fill vacancies in the Board occurring between annual shareholder meetings. The Executive Committee helps implement the Board’s overall directives as necessary. Members include Keith G. Larsen, Chairman, Mark J. Larsen and Stephen V. Conrad. The Executive Committee usually does not conduct formal meetings. Non-employee directors receive a combination of cash payments ($2,500 per month effective September 2010 for 2011 and $1,000 per month in 2009 and 2008). On March 22, 2012, the Board granted 15,000 stock options to all of the independent directors, except for Mr. Winters who was granted 10,000 stock options. The stock options will be granted under the 2008 Stock Option Plan for Independent Directors. The stock options will vest in equal tranches annually over a three-year period, except that Mr. Winters’ stock options vested immediately. All unvested options will immediately vest upon the discontinuation of a director’s service with the board. Amounts paid to these directors in 2011, 2010 and 2009 were as follows: Stephen V. Conrad 2011 Fee Earned or Paid in Cash $30,600, All Other Compensation $15,000, Total $45,600.
2013-04-29	The Chairman of the Audit Committee is Stephen V. Conrad, who is a Certified Public Accountant. The Board has determined that Mr. Conrad is an audit committee financial expert as defined in Item 407(d) of SEC Regulation S-K. Other members of the Audit Committee are Jerry W. Danni and Leo A. Heath. All members of the Audit Committee are independent directors under applicable NASDAQ and SEC rules. The Compensation Committee, whose members are Jerry W. Danni (Chairman), Thomas R. Bandy, Stephen V. Conrad and Leo A. Heath. The Nominating Committee, whose members are Leo A. Heath (Chairman) and Thomas R. Bandy. Stephen V. Conrad was elected to the Board on June 25, 2010. Mr. Conrad is a former Partner of Deloitte & Touche LLP and Arthur Andersen LLP. He has over 35 years of experience in serving public company clients including numerous oil and gas and mining companies. For the past five years Mr. Conrad has been a managing member of several oil and gas exploration and development funds. Mr. Conrad is a CPA with a B.S. Degree in accounting from Montana State University.
2014-04-25	Stephen V. Conrad (67) - Independent Director. Mr. Conrad was elected to the Board on June 25, 2010. Mr. Conrad is a former Partner of Deloitte & Touche LLP and Arthur Andersen LLP. He has over 35 years of experience in serving public company clients including numerous oil and gas and mining companies. For the past eight years Mr. Conrad has been a managing partner of several oil and gas exploration and development funds. Mr. Conrad is a CPA with a B.S. Degree in accounting from Montana State University. The Board has concluded that Mr. Conrad’s experience qualifies him for service as an independent director and as a member of the Audit Committee.
2015-04-28	Stephen V. Conrad (68) - Independent Director. Mr. Conrad was elected to the Board on June 25, 2010. Mr. Conrad is a former Partner of Deloitte & Touche LLP and Arthur Andersen LLP. The Board has concluded that Mr. Conrad's experience qualifies him for service as an independent director and as a member of the Audit Committee.
2016-05-11	Stephen V. Conrad (69) - Independent Director and Director Nominee. Mr. Conrad was elected to the Board on June 25, 2010. Mr. Conrad is a former Partner of Deloitte LLP and Arthur Andersen LLP. He has over 35 years of experience in serving public company clients including numerous oil and gas and mining companies. For the past eleven years Mr. Conrad has been a managing partner of several oil and gas exploration and development funds. Mr. Conrad is a CPA (inactive) with a B.S. Degree in Accounting from Montana State University. The Board has concluded that Mr. Conrad’s experience qualifies him for service as an independent director and as a member of the Audit Committee. The Chairman of the Audit Committee is Stephen V. Conrad, who is a Certified Public Accountant. The Board has determined that Mr. Conrad is an audit committee financial expert as defined in Item 407(d) of SEC Regulation S-K. Other members of the Audit Committee are Jerry W. Danni and Leo A. Heath. All members of the Audit Committee are independent directors under applicable NASDAQ and SEC rules. The Compensation Committee members include Jerry W. Danni (Chairman), Thomas R. Bandy, Stephen V. Conrad, James B. Fraser and Leo A. Heath. The Nominating Committee members are Leo A. Heath (Chairman) and Thomas R. Bandy. Independent directors receive additional fees for serving as the Chairman of our board committees. Effective July 1, 2015, Mr. Conrad receives an annual fee of $12,000 to serve as Chairman of the Audit Committee; Due to the resignation of Keith Larsen in September 2015, Mr. Conrad assumed the duties of Chairman of the Board of Directors. In recognition of the additional time required by Mr. Conrad to fulfill these duties, the Board of Directors increased Mr. Conrad’s board compensation by $2,333 per month effective January 1, 2016. For the year ended December 31, 2015, all non-employee director compensation was paid in cash as shown below: Stephen V. Conrad $45,000 Director + $13,500 Committee = $58,500 total.