US ENERGY CORP appointed new CEO

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


(c) On, and effective on, June 1, 2023, the Board of Directors, with the recommendation of the Nominating Committee of the Board of Directors, of U.S. Energy Corp. (the "Company", "we" and "us"), appointed Mr. Mark Zajac, as the Chief Financial Officer (CFO) and Principal Financial and Accounting Officer of the Company. Effective as of his appointment as CFO, Mr. Ryan L. Smith, the Chief Executive Officer and director of the Company, ceased serving as Chief Financial Officer and Principal Financial and Accounting Officer of the Company.


Mr. Zajac's biographical information is included below:


Mr. Mark Zajac, age 57,


Mark began his public accounting career in 1994 with Arthur Andersen and later joined KPMG where he was a partner and national industry leader for many years prior to his retirement in February 2021. Mark's career includes serving a variety of public and private companies throughout the energy value chain, including exploration and production, master limited partnerships, trading and marketing, independent power sectors and Special Purpose Acquisition Companies as well as extensive experience with securities and exchange offerings, mergers and acquisitions and global accounts. These experiences have exposed him to a wide variety of business experiences including PCAOB requirements, IPOs, emerging accounting and industry views, internal control effectiveness assessments, security offerings and various rules and regulations of the Securities and Exchange Commission.


Mr. Zajac earned his Bachelor of Business Administration and Master of Business Administration, from Texas Tech University. He is a licensed Texas Certified Public Accountant.


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Mr. Zajac does not have any familial relationships with any executive officer or director of the Company. Mr. Zajac is not a party to any material plan, contract or arrangement (whether or not written) with the Company, other than as described below, and there are no arrangements or understandings between Mr. Zajac and any other person pursuant to which he was selected to serve as an officer of the Company, nor is he a participant in any related party transaction required to be reported pursuant to Item 404(a) of Regulation S-K.


Mr. Zajac entered into a form of the Indemnification Agreement filed as Exhibit 10.1 to our Current Report on Form 8-K, filed with the Securities and Exchange Commission on September 22, 2022.


We also entered into an Offer Letter with Mr. Zajac, discussed below.


Offer Letter


On June 1, 2023, we entered into an Offer Letter with Mr. Zajac (the "Offer Letter"). Pursuant to the Offer Letter, Mr. Zajac agreed to serve as our CFO on an at-will basis. The Offer Letter provides for Mr. Zajac to be paid a starting salary of $255,000 per year, and he will be eligible to participate in the Company's bonus plan and will have a target annual bonus of $160,000, which bonus will be granted solely in the discretion of the Board of Directors. The Offer Letter also provided for Mr. Zajac to receive equity consideration, and effective on June 1, 2023, Mr. Zajac was granted 100,000 restricted stock units of the Company (the "RSUs"). The RSUs vest to Mr. Zajac at the rate of 1/2 of such RSUs on each of June 1, 2024 and 2025, provided he is still employed by the Company on such dates and subject in all cases to the Company's 2022 Equity Incentive Plan, and the RSU Award Grant Notice and RSU Award Agreement entered into by the Company to evidence such award. Each RSU evidences the right to receive, upon vesting thereof, one share of common stock.


The Compensation Committee, or the Board, with the recommendation of the Compensation Committee, may also pay or grant discretionary cash bonuses or equity bonuses from time to time in their discretion, at any time, in its/their discretion. The equity bonus may be in the form of common stock, stock options or other equity consideration, in such amounts and with such terms as may be determined by the Compensation Committee or the Board, with the recommendation of the Compensation Committee, from time to time. The amount of Mr. Zajac's salary and bonus may also be increased from time to time in the discretion of the Compensation Committee, or the Board, with the recommendation of the Compensation Committee.


Mr. Zajac is eligible to participate in the Company's employee benefit plans as in effect from time to time on the same basis as generally made available to other senior executives of the Company.


The description of the Offer Letter and RSU grant above is not complete and is qualified in its entirety by the full text of the Offer Letter and RSU Grant Notice and Award Agreement, copies of which are attached hereto as Exhibit 10.2 and 10.3, and are incorporated by reference into this Item 5.02 in their entirety.