Energy Services of America (ESOA) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for February 19, 2025, to elect eight directors, ratify the independent auditor, and hold advisory votes on executive compensation and its voting frequency.

• Board recommends voting for all director nominees, auditor ratification, executive compensation, and annual say-on-pay votes.

• Shareholders of record as of January 6, 2025, are eligible to vote; 16,705,457 shares outstanding.

Voting matters and shareholder proposals

• Proposals include election of eight directors, ratification of Urish Popeck & Co. as auditor, advisory vote on executive compensation, and advisory vote on frequency of say-on-pay (recommended as annual).

• Board recommends voting for all proposals and for annual say-on-pay votes.

• Shareholder proposals for the 2026 meeting must be received by September 15, 2025.

Board of directors and corporate governance

• Board consists of eight members, majority independent per Nasdaq standards.

• Chairman and CEO roles are separated; Chairman is non-executive.

• Board diversity: 1 female, 7 male; all directors attended 2024 annual meeting except one.

• Board held 13 meetings in fiscal 2024.

• Nominating and compensation committees are composed of independent directors.