DEF: New Concept Energy Sets 2025 Annual Meeting Agenda

New Concept Energy, Inc. announced its Annual Meeting of Stockholders for November 19, 2025, to elect directors and ratify its independent accounting firm.

Summary

• The Annual Meeting of Stockholders is scheduled for November 19, 2025, at 10:30 a.m. local Dallas, Texas time, at 1603 LBJ Freeway, Suite 800, Dallas, Texas 75234.
• Stockholders will vote on the election of a Board of five directors and the ratification of Turner Stone & Company LLP as the independent registered public accounting firm for fiscal year 2025.
• The record date for voting is October 10, 2025, with 5,131,934 shares of Common Stock and 559 shares of Series B Preferred Stock outstanding.
• The Board of Directors unanimously recommends a vote FOR both the election of all director nominees and the ratification of Turner Stone & Company LLP.
• Gene S. Bertcher, Chairman, President, and Chief Financial Officer, received an annual salary of $56,500 for 2024, 2023, and 2022, which represents one-quarter of his total compensation, with additional compensation from affiliated entities.
• Non-employee directors received a total of $42,000 in fees for 2024, with each of the four independent directors receiving $10,500.
• An Advisory Agreement with Pillar Income Asset Management, Inc., effective September 1, 2024, outlines management and advisory services for a basic fee of 0.75% per annum of average Gross Asset Value, plus an incentive fee of the greater of $25,000 or 7.5% per annum of Adjusted Net Income.

Sentiment

Score: 5

Explanation: The filing is a routine proxy statement with no major positive or negative news. The extensive related-party transactions and lack of director/executive equity ownership present some concerns, but these are not new developments. The governance structure appears compliant, but the overall sentiment is neutral due to the administrative nature of the document.

Positives

• All directors and executive officers complied with Section 16(a) reporting requirements for the fiscal year ended December 31, 2024, and through the date of the Proxy Statement.
• The Board of Directors has established independent committees (Audit, Governance and Nominating, Compensation) with all members meeting independence standards as per SEC regulations and NYSE American listing standards.
• The Audit Committee includes a qualified financial expert, Dan Locklear, demonstrating expertise in financial oversight.
• The company has adopted a Code of Business Conduct and Ethics applicable to all directors, officers, and employees, and a specific Code of Ethics for Senior Financial Officers.

Negatives

• No directors or executive officers hold any shares of the company's common stock as of October 10, 2025, indicating a complete lack of direct equity alignment with common shareholders.
• The stated annual salary of $56,500 for the Chairman, President, and CFO, Gene S. Bertcher, is only one-quarter of his total compensation, with the remainder coming from affiliated entities, which could raise questions about his primary allegiance to the company.
• The Advisory Agreement with Pillar Income Asset Management, Inc., a related party, involves a fee structure based on Gross Asset Value and Adjusted Net Income, which, given the related party nature, could be perceived as complex and potentially favoring the advisor.

Risks

• The company's reliance on related parties for management and advisory services through the Advisory Agreement with Pillar Income Asset Management, Inc., which is affiliated with a significant stockholder (Realty Advisors, Inc.) and has common directors (Gene S. Bertcher), presents potential conflicts of interest.
• The complete absence of direct equity ownership by directors and executive officers (0% as a group) may indicate a reduced alignment of their financial interests with those of common stockholders.
• The company's operational model, characterized by few employees, no payroll or benefit plans, and compensation to only one executive officer, suggests limited internal operational capacity and a high dependency on external or affiliated resources for core functions.

Future Outlook

The filing primarily focuses on the upcoming Annual Meeting and corporate governance matters. It mentions the appointment of auditors for the 2025 fiscal year and quarterly reviews through September 30, 2026. The Advisory Agreement with Pillar outlines ongoing management and investment program services. No specific financial guidance or forward-looking statements regarding operational performance or strategic initiatives are provided beyond these administrative and governance items.

Management Comments

• We do not know of any other matters to be validly presented or acted upon at the Annual Meeting.
• Management believes that all of the related party transactions represented the best investments available at the time and were at least as advantageous to the Company as could have been obtained from unrelated third parties.
• The Company believed that, by purchasing these services through certain larger entities, it can lower costs and better service responsibilities.

Industry Context

This filing is a standard proxy statement for an annual meeting, common across all publicly traded companies. The company's business activities, as inferred from the director backgrounds (real estate, asset management), suggest it operates within the real estate investment or energy sector, but the filing itself does not provide specific industry trends or competitive analysis. The related party transactions with real estate entities (ARL, TCI, IOR) and Pillar (asset management) indicate a structure common in smaller, often internally managed or externally advised real estate-focused companies.

Comparison to Industry Standards

• The company's corporate governance structure, including independent directors and standing committees (Audit, Compensation, Governance and Nominating), aligns with general industry best practices for public companies, particularly those listed on NYSE American.
• The compensation structure for non-employee directors, involving an annual retainer and meeting fees, is a common practice, though the specific amounts ($2,500 annual, $2,000 per meeting) would need to be benchmarked against similar-sized companies in its sector for a detailed assessment.
• The complete lack of equity ownership by directors and executive officers is highly unusual compared to many public companies where equity incentives are used to align management and board interests with shareholders. For example, many companies like Prologis (PLD) or Equity Residential (EQIX) in the REIT sector heavily utilize stock awards and options for executive and director compensation to foster long-term alignment.
• The extensive related-party transactions, particularly the Advisory Agreement with Pillar, where the CEO is also a director of Pillar and Pillar is owned by a trust related to a deceased founder, are more common in smaller, closely-held, or family-controlled public companies. Larger, more diversified companies typically strive for greater independence in their operational and advisory relationships.

Management Changes

Corporate Governance

Related Party Transactions

• The Company has historically engaged in business transactions, including real estate partnerships, with related parties.
• An Advisory Agreement was entered into with Pillar Income Asset Management, Inc., effective September 1, 2024, for management and advisory services.
• Pillar is compensated with a basic management fee of 0.75% per annum of average Gross Asset Value and an incentive fee of the greater of $25,000 or 7.5% per annum of Adjusted Net Income.
• Pillar is a wholly owned subsidiary of Realty Advisors, Inc. (RAI), which holds 7.79% of the Company's outstanding Common Stock. RAI is wholly owned by May Realty Holdings, Inc., which is wholly owned by The May Trust, whose beneficiaries are children of Gene E. Phillips, deceased.
• Gene S. Bertcher, the Company's Chairman, President, and CFO, is also a director of Pillar Income Asset Management, Inc.
• All related party transactions are required to be approved by non-management members of the Board of Directors, and the transactions described were so approved.

Stakeholder Impact

• **Shareholders**: Will participate in corporate governance by voting on directors and auditors. The lack of equity ownership by management and directors, coupled with significant related-party transactions, could be a concern regarding alignment of interests.
• **Employees**: The company has few employees and no payroll or benefit plans, suggesting minimal direct impact on a large employee base.
• **Customers/Suppliers**: No direct impact on customers or suppliers is mentioned in the filing.
• **Creditors**: No direct impact on creditors is mentioned in the filing.

Next Steps

• Stockholders are to vote on the election of five directors at the Annual Meeting on November 19, 2025.
• Stockholders are to vote on the ratification of Turner Stone & Company LLP as the independent registered public accounting firm for fiscal year 2025.
• Turner Stone & Company LLP will conduct quarterly reviews through September 30, 2026.
• Stockholders may submit proposals for the 2026 Annual Meeting by December 31, 2025, for inclusion in the proxy statement, or prior to August 10, 2026, if the proxy statement has not yet been printed.

Key Dates

Recommendation

This is a routine proxy statement for an annual meeting, not containing any new material financial or operational information that would significantly alter the company's valuation or investment thesis. The proposals for director elections and auditor ratification are standard. While the extensive related-party transactions and complete lack of direct equity ownership by management and directors are notable, these are existing characteristics of the company and not new disclosures that would warrant a change in investment stance. Therefore, a 'hold' recommendation is appropriate as there's no immediate catalyst for significant price movement based on this filing alone.

Keywords

New Concept Energy, NCE, Proxy Statement, Annual Meeting, Director Election, Auditor Ratification, Corporate Governance, SEC Filing, Related Party Transactions, Executive Compensation, Board of Directors, Shareholder Vote, DEF 14A