North European Oil Royalty Trust : 2025 Proxy Statement

About this update from North European Oil Royality Trust

NORTH EUROPEAN OIL ROYALTY TRUST 5 North Lincoln Street Keene, New Hampshire 03431 (732) 741-4008 NOTICE OF ANNUAL MEETING OF UNIT OWNERS February 26, 2025 To the Unit Owners of NORTH EUROPEAN OIL ROYALTY TRUST: NOTICE IS HEREBY GIVEN that the Annual Meeting of Unit Owners of NORTH EUROPEAN OIL ROYALTY TRUST (the "Trust"), pursuant to Article 14 of its Agreement of Trust will be held on Wednesday, February 26, 2025 beginning at 11:00 a.m. EST via Zoom link as further detailed in the box immediately below. Owners are urged to participate in the annual meeting and ask questions during the question period by using the following Zoom link, https://us02web.zoom.us/j/83538431577 . At the start of the question period if you wish to pose a question, please click on the "Participants" button at the bottom of the Zoom screen. A window will open to the right. Click on the "…" at the bottom of the window and click "Raise Hand." You will then be called on to pose your question. The Annual Meeting is convened for the following purposes: To elect five persons named in the accompanying proxy statement as Trustees to serve until the next annual meeting of unit owners or until their respective successors are duly elected and qualified ("Proposal One"). To consider an advisory vote on compensation of the Trust's Managing Director ("Proposal Two"). To transact such other business as may properly come before the meeting. The transfer books of the Trust will not be closed. Only unit owners of record as of the close of business on December 30, 2024 will be entitled to notice of and to vote at the annual meeting. BY ORDER OF THE TRUSTEES: NANCY J. FLOYD PRUE Managing Trustee January 6, 2025 Whether or not you plan to attend the virtual Annual Meeting, we encourage you to vote and submit your proxy through the Internet or by telephone or request and submit your proxy card as soon as possible, so that your units may be represented at the meeting. Brokers may not vote your units on the election of Trustees in the absence of your specific instructions as to how to vote. Please return your proxy card so your vote can be counted. NORTH EUROPEAN OIL ROYALTY TRUST 5 North Lincoln Street Keene, New Hampshire 03431 741-4008 __________________ PROXY STATEMENT This proxy statement is furnished in connection with the solicitation of proxies by the Trustees of NORTH EUROPEAN OIL ROYALTY TRUST (the "Trust") to be used at the Annual Meeting of Unit Owners to be held on Wednesday, February 26, 2025 and any adjournment or adjournments thereof for the purposes set forth in the accompanying Notice of Annual Meeting of Unit Owners. Only unit owners of record at the close of business on December 30, 2024 will be entitled to vote. Proxies properly executed and received in time will be voted as specified in such proxies. If no instructions are specified in such proxies, units of beneficial interest in the Trust ("units") will be voted for Proposals One and Two. The Trustees do not know of any matters, other than as described in the Notice of Annual Meeting of Unit Owners, which are to come before the annual meeting. If any other matters are properly presented at the annual meeting for action, the persons named in the enclosed form of proxy and acting thereunder will have the discretion to vote on such matters in accordance with their best judgment. Any proxy may be revoked at any time prior to its being exercised by filing with the Managing Trustee, at the address of the Trust above, written notice of such revocation or a duly executed proxy bearing a later date. The proxy materials are being mailed to unit owners on or about January 6, 2025. The Trust was formed on September 10, 1975, pursuant to a vote of the shareholders of North European Oil Company, a predecessor corporate entity. There were 9,190,590 units of the Trust outstanding on December 30, 2024. This number of units represents all authorized units. Each unit owner is entitled to one vote for each unit he or she holds or represents. Any number of units represented by proxy will constitute a quorum for all purposes at the annual meeting. The affirmative vote of a majority of units represented by proxy at the annual meeting is required to elect any person a Trustee of the Trust. With regard to the election of Trustees, votes may be cast in favor or withheld with respect to all or certain nominees. Votes that are withheld will be counted as present for purposes of the election of Trustees and, thus, will have the same effect as a vote "against" such election. With respect to Proposal Two, the votes that unit owners cast "for" must exceed the votes that unit owners cast "against" to approve the advisory vote on compensation of the Managing Director. Because your votes are advisory on this proposal, they will not be binding on the Trustees or the Trust. However, the Trustees and the Compensation Committee of the Trustees of North European Oil Royalty Trust (the "Compensation Committee") will review the voting results and take them into consideration when making future decisions regarding the Managing Director's compensation. In the event of a broker non-vote with respect to any issue coming before the annual meeting, such non- voting units will not be deemed present and entitled to vote as to that issue for purposes of determining the total number of units represented by proxy. A "broker non-vote" occurs if a broker or other nominee who is entitled to vote units on behalf of a record owner has not received instructions with respect to a particular item to be voted on, and the broker or nominee does not otherwise have discretionary authority to vote on that matter. Under the rules of the New York Stock Exchange (the "NYSE"), brokers may vote a client's proxy at their own discretion on certain items even without instructions from the beneficial owner, but may not vote a client's proxy without voting instructions on "non-discretionary" items. According to the rules of the NYSE, Proposals One and Two are considered "non-discretionary" items and brokers may not vote your units on either of these proposals in the absence of your specific instructions as to how to vote. Please return your proxy card so your vote can be counted. - 1 - The Trustees do not expect that the cost of soliciting proxies will exceed the amount normally expended for a proxy solicitation for an election of directors or trustees and all such costs will be borne by the Trust. In addition to the use of the internet or mail, some proxies may be solicited personally by the Trustees without additional compensation. The Trustees may reimburse persons holding units in their names or in the names of their nominees for their expenses in sending the soliciting materials to their principals. PROPOSAL ONE: ELECTION OF TRUSTEES The Trustees recommend a vote for the election of the five individuals named below to serve until the next annual meeting of unit owners, or until their successors have been duly elected and qualified. All of the nominees are presently serving as Trustees. The Trustees are informed that all nominees are willing to serve, but if any such person shall decline or shall become unable to serve as a Trustee for any reason, votes will be cast instead for a substitute nominee, if any, designated by the present Trustees, or, if none is so designated prior to election, said votes will be cast according to the judgment of the person or persons voting the proxy. Nominees for Election as Trustees The following sets forth certain information about the nominees for election as Trustees, including a description of the specific experience, qualifications, attributes or skills that led to the conclusion that, given the nature and structure of the Trust, the named person should serve as a Trustee. For further information, see "-- Governance and Nominations - Nominations" below. Other than the Trust itself, none of the corporations or organizations with which the nominees are affiliated is a parent, subsidiary or other affiliate of the Trust. Nancy J. Floyd Prue , 70, is an active investor, a Chartered Financial Analyst, and an Attorney. Ms. Floyd Prue retired from Adams Funds in 2017 where she was a member of the executive team managing $2.7 billion in two closed-ends funds. During her 35 years with Adams Funds, Ms. Floyd Prue served as President and Senior Portfolio Manager of Adams Natural Resources Fund where she specialized in oil and gas investments. Ms. Floyd Prue is a former President and a director of the National Association of Petroleum Investment Analysts. Ms. Floyd Prue has been a Trustee since March 15, 2018 and has served in a non-executive capacity as Managing Trustee since March 13, 2023. She is currently the Vice Chair of the Keswick Multi-Care Board and is a member of the Board of Directors of Keswick and Keswick Foundation. Andrew S. Borodach , 56, is the Vice President with Prudential, Head of Prudential's Transactional Law Group and Chief Counsel M&A. Mr. Borodach has more than twenty-five years of experience as a transactional lawyer, with a strong financial services and insurance background and a focus of cross-border M&A activity. He has extensive global operational experience and broad regulatory, corporate governance and risk management experience. Mr. Borodach was appointed to the position of Trustee on October 1, 2024. Ahron H. Haspel , 81, is an active investor, an Attorney, and a Certified Public Accountant specializing in the tax area. He retired from Jones Day in 2012 where he served as a partner specializing in the mergers and acquisition area. Prior to joining Jones Day, he was a senior partner at KPMG where he served on the firm's board of directors, audit committee, and other leadership positions. Throughout his career, Mr. Haspel has worked extensively with oil and gas companies as well other natural resource companies. Mr. Haspel has been a Trustee and Chairman of the Audit Committee and Compensation Committee since November 2, 2017. He is presently a member of the board of directors of Hanover Bank Corp. where he serves as Chairman of the audit committee. Richard P. Howard , 78, remains an active investor after a 47+ year professional career as either an analyst or portfolio manager with CIGNA, Fidelity Management & Research, T. Rowe Price and Prospector Partners. He was a 50-year charter member of the National Association of Petroleum Investment Analysts and a Chartered Financial Analyst. He is a retired director of the One Beacon Insurance Company and a past Chairman of the Quinnipiac University Board of Trustees. Mr. Howard was appointed to the position of Trustee on October 1, 2024. Lawrence A. Kobrin , 91, was affiliated with the Trust's previous law firm of Cahill Gordon & Reindel LLP, until his retirement from that firm in 2021. He served as a legal advisor to the Trust since its formation in 1975, and thus - 2 - has long and continuous experience with the Trust's organizational model and operations, the royalty rights and their enforcement by the Trust, and the professional representatives and consultants in Germany. He has a law degree and has practiced law for over fifty years. Mr. Kobrin has been a Trustee since 2006 and serves as Clerk to the Trustees. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT Unit Ownership of Trustees and Executive Officers The following table sets forth the number of units beneficially owned as of October 31, 2024 by each Trustee and nominee for Trustee, the individual named in the summary compensation table set forth below under "Executive Compensation," and all Trustees and executive officers as a group. Number of Units Percentage Beneficially Beneficially Name and Position of Beneficial Owner Owned Owned (1) Nancy J. Floyd Prue, Managing Trustee 7,000 * Andrew S. Borodach, Trustee 0 * Ahron H. Haspel, Trustee 21,000 * Richard P. Howard, Trustee 250,000 2.7% Lawrence A. Kobrin, Trustee (2) 1,900 * John R. Van Kirk, Managing Director (3) 13,350 * All Trustees and executive officers as a group (6 persons) 293,250 3.2% _______________ Less than one percent Percentage computations are based upon all outstanding units. Percentage computations for each Trustee and the Managing Director include units deemed to be owned indirectly even when beneficial ownership has been disclaimed as set forth in note (2). Includes 500 units owned by Mr. Kobrin's wife, in which units he disclaims beneficial interest. Mr. Van Kirk, 72, has been the Managing Director of the Trust since 1990. Other Unit Ownership The Trust is unaware of any individual or entity who beneficially owned more than 5% of the Trust's outstanding units as of October 31, 2024. - 3 - EXECUTIVE COMPENSATION Compensation Discussion and Analysis There is only one executive officer of the Trust, its Managing Director. The Compensation Committee is responsible for recommending to the Trustees for approval all aspects of the compensation of the Managing Director. The Trust is a passive fixed investment trust which holds overriding royalty rights, receives income under those rights from certain operating companies, pays its expenses and distributes the remaining net funds to its unit owners. The Trust does not engage in any business or extractive operations of any kind in the areas over which it holds royalty rights and is precluded from engaging in such activities by the Trust Agreement. As a result, the Trust's financial results are determined primarily by factors not within the control of its executive or the Trustees, including energy prices in Europe, currency exchange rates, and the operating companies' production and sales levels. Given the nature of the Trust and the inability of the Managing Director to affect royalty income, the Compensation Committee believes that the time required and the level of skill with which the Managing Director handles the administrative and financial affairs of the Trust, rather than the Trust's financial results, are the significant factors in determining his compensation. In setting the annual compensation of the Managing Director, the Compensation Committee considers the historic level of compensation paid to the Managing Director, the time required and the level of skill with which he handles the Trust's administrative and financial affairs, and the outcome of advisory votes of the unit owners (including the voting results with regard to Proposal Two in this proxy statement) regarding the compensation of the Trust's Managing Director. In addition, in the case of the current Managing Director (who has served in this role since 1990), the Compensation Committee takes into account the value of his continued performance and knowledge of the Trust, which he has gained over many years. Historically, the compensation package for the Managing Director has consisted of a base salary and, on occasion, a cash bonus. No long-term incentive compensation has been paid and, as a result of the format of the Trust, no equity-based compensation can be made available. Lacking a traditional 401(k) or its equivalent, in 2007, the Trust established a savings incentive match plan for employees (SIMPLE IRA) that is available to both employees of the Trust, one of whom is the Managing Director. The Trustees have authorized the making of contributions by the Trust to the accounts of employees, on a matching basis, of up to 3% of cash compensation paid to each such employee. For fiscal 2024, the Managing Director's total compensation was $148,753, which included his salary of $144,420 and the Trust's matching 3% contribution of $4,333 to his SIMPLE IRA. For fiscal 2025, the Managing Director's total compensation will be $149,010, which includes his salary of $144,670 and the Trust's matching 3% contribution of $4,340 to his SIMPLE IRA. The Trust does not maintain any severance or change of control plans or any employment contracts. As a result, the Managing Director is not entitled to receive any severance or other benefits in the case of a termination event or a change of control. The Trust does not have any formal unit ownership requirements or guidelines. Although the Trust does not engage in any formal benchmarking, as a means of testing its judgment, the Compensation Committee has, from time to time, explored the costs of alternate or substitute performance of the management functions by a corporate service firm or similar entity and found that the fees to be charged by such entities to perform these functions would be more costly to the Trust and the unit owners and probably less effective. The compensation of the Trustees is set by the Trust Agreement based on the application of a formula with respect to gross royalties and interest. The Compensation Committee is responsible for recommending to the Trustees for approval any additional compensation to Trustees for serving in roles such as the Managing Trustee (a non-executive position), a committee chair or the clerk of the Trustees. For these additional roles, the experience gained both during the length of their service with the Trust and their roles and experience outside the Trust as well - 4 - as the time and responsibility involved in these added roles are considered in setting the additional compensation. See "Trustee Compensation" below. The Compensation Committee has not historically retained any compensation consultants to assist it in this process and has not done so currently. Report of the Compensation Committee of the Trustees of North European Oil Royalty Trust The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis (which is set forth above) with management. Based on this review and discussions, the Compensation Committee recommended to the Trustees that the Compensation Discussion and Analysis be included in this Proxy Statement. Ahron H. Haspel, Chairman, Andrew S. Borodach, Nancy J. Floyd Prue, Lawrence A. Kobrin Summary Compensation Table Set forth below is a table summarizing the compensation of the Managing Director (the only executive officer of the Trust) for fiscal 2024 and 2023. Fiscal All Other Total Name and Principal Position Year Salary ($) Bonus ($) Compensation ($) Compensation ($) John R. Van Kirk - Managing Director 2024 $144,420 $ 0 $ 4,333 $148,753 2023 $141,085 $ 0 $ 4,233 $145,318 - 5 - Pay Versus Performance The following table provides information required by Item 402(v) of Regulation S-K. For information regarding the Trust's compensation philosophy, refer to "Executive Compensation - Compensation Discussion and Analysis." Average Average Value of Summary Summary Compensation Initial Compensation Compensation Actually Fixed $100 Table Total Table Total for Paid to Investment for Principal Compensation Non-PEO Non-PEO Based on: Executive Actually Named Named Total Fiscal Officer Paid to Executive Executive Shareholder Net Year ("PEO") (1) PEO (2) Officers (3) Officers (3) Return (4) Income 2024 $148,753 $148,753 n/a n/a $71 $5,057,813 2023 $145,318 $145,318 n/a n/a $141 $21,173,515 2022 $140,166 $140,166 n/a n/a $161 $17,088,446 For each of the years presented, the principal executive officer was John R. Van Kirk, Managing Director. Compensation "actually paid" is calculated in accordance with Item 402(v) of Regulation S-K for each of the years presented, there were no adjustments made. For each of the years presented, there were no non-PEO named executive officers. Assumes $100 invested in Trust units of beneficial interest on October 31, 2021. Relationship Between "Compensation Actually Paid" and Total Shareholder Return The Company's cumulative total shareholder return was $161 in fiscal 2022 and $71 in fiscal 2024, a decrease of 55.9% over the period. Mr. Van Kirk's "compensation actually paid" was $140,166 in fiscal 2022 and $148,753 in fiscal 2024, a 6.1% increase over the period. Relationship Between "Compensation Actually Paid" and Net Income The Trust's net income was approximately $17.1 million in fiscal 2022 and $5.1 million in fiscal 2024, a 70.2% decrease over the period. Mr. Van Kirk's "compensation actually paid" was $140,166 in fiscal 2022 and $148,753 in fiscal 2024, a 6.1% increase over the period. - 6 - Trustee Compensation Set forth below is a table summarizing the compensation paid to the Trustees during fiscal 2024. Trustee Fees All Other Total Name Paid ($) Compensation ($) Compensation ($) Nancy J. Floyd Prue - Managing Trustee $50,356 $0 $50,356 Andrew S. Borodach - Trustee $0 $0 $0 Ahron H. Haspel - Trustee, Audit Committee Chairman $30,356 $0 $30,356 Richard P. Howard - Trustee $0 $0 $0 Lawrence A. Kobrin - Trustee, Clerk of the Trustees $30,356 $0 $30,356 Under the provisions of the Trust Agreement approved by the Delaware Court of Chancery and the shareholders of the Trust's predecessor at the formation of the Trust, each Trustee receives a yearly fee equal to 0.2% of the gross royalties and interest received during the year by the Trust. Based upon this formula, for the entire fiscal year each Trustee was paid a fee of $10,356 and $58,334 during fiscal 2024 and 2023, respectively. Andrew S. Borodach and Richard P. Howard were appointed as Trustees effective October 1, 2024 and did not receive any fees during fiscal 2024. Any compensation for additional services provided to the Trust is recommended by the Compensation Committee for approval by the Trustees with the respective individual not participating. The Trustees set the additional compensation for: (i) the Managing Trustee at an annual rate of $40,000; (ii) the Clerk of the Trustees at an annual rate of $20,000; and (iii) the Chairman of the Audit Committee of the Trustees of North European Oil Royalty Trust (the "Audit Committee") at an annual rate of $20,000. The Trustees are also reimbursed for reasonable out-of-pocket expenses incurred in connection with travel and accommodations for meetings of the Trustees and other required services performed on behalf of the Trust. Total reimbursed out-of-pocket expenses for all the Trustees were $1,314 and $2,394, for fiscal 2024 and 2023, respectively. With the resumption of some in-person meetings, occasional travel or lodging expenses were incurred by the Trustees. The Trustees do not receive, either directly or indirectly, securities or property, retirement or insurance benefits or personal benefits or other similar forms of compensation. TRANSACTIONS WITH RELATED PERSONS Transactions with Related Persons The following transactions with related persons occurred during fiscal 2024. John R. Van Kirk, the Managing Director of the Trust, provided office space and office services to the Trust at cost. During fiscal 2024 and 2023 respectively, the Trust reimbursed him a total of $8,785 and $10,524. With the shift to a virtual office, John R. Van Kirk is reimbursed at cost for any office services he provides to the Trust. - 7 - AUDIT COMMITTEE All of the Trustees, with the exception of Andrew S. Borodach, constitute the Audit Committee . The Audit Committee meets the definition of an audit committee set forth in Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). All of the members of the Audit Committee are "independent" as that term is defined in the rules of the Securities and Exchange Commission (the "SEC") and the applicable listing standards of NYSE. The Trustees have determined that Ahron H. Haspel and Nancy J. Floyd Prue are audit committee financial experts, as the term is defined in the SEC rules. The Trustees of North European Oil Royalty Trust have adopted a written Charter outlining the duties and responsibilities of the Audit Committee, which is available on the Trust's website, http://neort.com/governance.html . Pursuant to the Audit Committee Charter and the requirements of the SEC, the Audit Committee has provided the following report for inclusion in this proxy statement: Report of the Audit Committee of the Trustees of North European Oil Royalty Trust The undersigned constitute the members of the Audit Committee. In connection with the proxy statement in which this report appears and the distribution to unit owners of the financial reports for the Trust's fiscal year ended October 31, 2024, the Audit Committee reports as follows: The Audit Committee has reviewed and discussed the audited financial statements for the Trust for the fiscal year ended October 31, 2024 with the Managing Director of the Trust, constituting its ongoing management. The Audit Committee has discussed with representatives of Forvis Mazars, LLP, the independent registered public accounting firm of the Trust, the matters required to be discussed by the Public Company Accounting Oversight Board (the "PCAOB") Auditing Standard No. 16, "Communications with Audit Committees and Related Transitional Amendments to PCAOB Standards." The Audit Committee has received the written disclosures and the letter from Forvis Mazars, LLP, the independent registered public accounting firm of the Trust required by applicable requirements of the PCAOB regarding Forvis Mazars, LLP's communications with the Audit Committee concerning independence, and has discussed with Forvis Mazars, LLP their independence. Based on the review and discussions described in this report, the Audit Committee recommended to the Trustees that the audited financial statements be included in the Trust's Annual Report on Form 10-K for the fiscal year ended October 31, 2024 for filing with the SEC. Ahron H. Haspel, Chairman Nancy J. Floyd Prue Richard P. Howard Lawrence A. Kobrin - 8 - AUDITOR MATTERS A representative of Forvis Mazars, LLP is invited to attend the Trust's annual meeting via Zoom and, if called upon, will to be available to respond to appropriate questions from unit owners. The representative from Forvis Mazars, LLP will also have the opportunity to make a statement at the meeting. As previously disclosed on a Current Report on Form 8-K filed with the Securities and Exchange Commission on June 5, 2024, based on information provided by Mazars USA LLP ("Mazars"), the former independent registered public accounting firm of the Trust, substantially all the partners and employees of Mazars joined FORVIS LLP. Upon the transaction effective date of June 1, 2024, FORVIS LLP changed its name to Forvis Mazars, LLP and Mazars resigned as the Trust's independent registered public accounting firm. The Trustees, acting on the recommendation of the Audit Committee of the Trust, duly appointed Forvis Mazars, LLP to serve as the independent registered public accounting firm of the Trust effective June 1, 2024 for the remainder of the Trust's fiscal year ending October 31, 2024. Mazars' reports on the Trust's consolidated financial statements for the fiscal years ended October 31, 2022 and 2023 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles. During the two most recent fiscal years ended October 31, 2022 and 2023, and the subsequent interim period through May 31, 2024, there were (i) no disagreements with Mazars on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Mazars, would have caused Mazars to make reference to the subject matter of the disagreements in connection with its reports on the Trust's consolidated financial statements for such years, and (ii) no "reportable events," as defined in Item 304(a)(1)(v) of Regulation S-K. During the two most recent fiscal years ended October 31, 2022 and 2023, and the subsequent interim period through May 31, 2024, the Trust (or someone on its behalf) did not consult Forvis Mazars, LLP regarding either (x) the application of accounting principles to a specified transaction, either complete or proposed, or the type of audit opinion that might be rendered on the Trust's financial statements, or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to that Item) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K). Fees Billed by Independent Auditors Audit Fees For the fiscal years ended October 31, 2024 and 2023, Forvis Mazars, LLP and its predecessor, Mazars USA LLP, performed services in connection with the reviews of the first three fiscal quarters and the year-end audits. Forvis Mazars, LLP is no longer required to attest to the sufficiency of the Trust's internal controls. The Trust paid $75,109 and $68,340 in fiscal 2024 and fiscal 2023, respectively, for such services. Audit-Related Fees No fees for audit-related services were paid in either fiscal 2024 or fiscal 2023. Tax Fees No fees for tax research services were paid in either fiscal 2024 or fiscal 2023. - 9 -

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