UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

___________________________________________

SCHEDULE 14A

–––––––––––––––––––––––––––––––––––––––––––

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant		☒
Filed by a Party other than the Registrant		☐

Check the appropriate box:

☐		Preliminary Proxy Statement
☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒		Definitive Proxy Statement
☐		Definitive Additional Materials
☐		Soliciting Material under Rule 14a-12

Genie Energy Ltd.
(Name of Registrant as Specified In Its Charter)

Payment of Filing Fee (Check the appropriate box):

☒		No fee required.
☐		Fee paid previously with preliminary materials.
☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

GENIE ENERGY LTD.
520 Broad Street
Newark, New Jersey 07102
(973) 438-3500

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TIME AND DATE:		11:00 a.m., Eastern Time, on Tuesday, May 6, 2025.
PLACE:		Genie Energy Ltd.’s offices at 520 Broad Street, 4th Floor, Newark, New Jersey 07102.
ITEMS OF BUSINESS:		1. To elect five directors, each for a term of one year. 2. To approve an amendment to the Genie Energy Ltd. 2021 Stock Option and Incentive Plan that will increase the number of shares of the Company’s Class B common stock available for the grant of awards thereunder by 100,000. 3. To transact other business as may properly come before the Annual Meeting and any adjournment or postponement thereof.
RECORD DATE:		You can vote if you were a stockholder of record as of 5:00 p.m. Eastern Time on March 10, 2025.
PROXY VOTING:		You can vote either in person at the Annual Meeting or by proxy without attending the meeting. See details under the heading “How do I Vote?”
ANNUAL MEETING IN-PERSON ADMISSION:		If you were a stockholder of record as of March 10, 2025, a form of personal photo identification must be presented in order to be admitted to the Annual Meeting. If your shares are held in the name of a bank, broker or other holder of record, you must bring a brokerage statement or other written proof of ownership as of March 10, 2025 with you to the Annual Meeting, as well as a form of personal photo identification. The Company requests that any stockholder seeking to attend the Annual Meeting in person first email the Company’s investor relations department at invest@genie.com to inform the Company of your planned attendance.
ANNUAL MEETING DIRECTIONS:		You may request directions to the Annual Meeting via email at invest@genie.com or by calling Genie Investor Relations at (973) 438-3848.

Important Notice Regarding the Availability of Proxy Materials for
the genie energy ltd. Stockholders Meeting to be Held on MAY 6, 2025:
The Notice of Annual Meeting and Proxy Statement and the 2024 Annual Report on Form 10-K are available at:
https://genie.com/investors/investor-relations/

		BY ORDER OF THE BOARD OF DIRECTORS

		Joyce Mason
		Corporate Secretary

Newark, New Jersey
March 31, 2025

GENIE ENERGY LTD.
520 Broad Street
Newark, New Jersey 07102
(973) 438-3500

___________________________________

PROXY STATEMENT

___________________________________

GENERAL INFORMATION

Introduction

This Proxy Statement is being furnished to the stockholders of record of Genie Energy Ltd., a Delaware corporation (the “Company” or “Genie”) as of 5:00 p.m. Eastern Time on March 10, 2025, in connection with the solicitation by the Company’s Board of Directors (the “Board of Directors”) of proxies for use in voting at the Company’s 2025 Annual Meeting of Stockholders (the “Annual Meeting”). The Annual Meeting will be held on Tuesday, May 6, 2025 at 11:00 a.m., Eastern Time, at Genie Energy Ltd.’s offices at 520 Broad Street, 4th Floor, Newark, New Jersey 07102. The shares of the Company’s Class A common stock, par value $0.01 per share (“Class A Common Stock”) and Class B common stock, par value $0.01 per share (“Class B Common Stock”) present at the Annual Meeting or represented by the proxies received by Internet or mail (properly marked, dated and executed) and not revoked, will be voted at the Annual Meeting. This Proxy Statement is being mailed to the Company’s stockholders starting on or about April 4, 2025.

Solicitation and Voting Procedures

This solicitation of proxies is being made by the Company. The solicitation is being conducted by mail and by e-mail, and the Company will bear all attendant costs. These costs will include the expense of preparing and mailing proxy materials for the Annual Meeting and any reimbursements paid to brokerage firms and others for their expenses incurred in forwarding the solicitation materials regarding the Annual Meeting to the beneficial owners of the shares of the Company’s Class A Common Stock and Class B Common Stock. The Company may conduct further solicitations personally, by telephone or by facsimile through its officers, directors and employees, none of whom will receive additional compensation for assisting with the solicitation.

The Board of Directors has fixed 5:00 p.m. Eastern time on Monday, March 10, 2025 as the record date (the “Record Date”) for determining the holders of shares of Class A Common Stock and Class B Common Stock entitled to notice of, and to vote at, the Annual Meeting. As of the Record Date, the Company had a total of 27,017,883 shares issued and outstanding and entitled to vote at the Annual Meeting, consisting of 1,574,326 shares of Class A Common Stock and 25,443,557 shares of Class B Common Stock.

Stockholders are entitled to three votes for each share of Class A Common Stock, and one-tenth of one vote for each share of Class B Common Stock held by them. The holders of the shares of Class A Common Stock and Class B Common Stock will vote as a single body on all matters presented to the stockholders. There are no dissenters’ rights of appraisal in connection with any proposal.

How do I Vote?

You can vote either in person at the Annual Meeting or by proxy without attending the meeting.

Beneficial holders of the Company’s Class A Common Stock and Class B Common Stock, as of the Record Date, whose stock is held of record by another party should receive voting instructions from their bank, broker or other holder of record. If a stockholder’s shares are held through a nominee and the stockholder wants to vote at the meeting, such stockholder must obtain a proxy from the nominee record holder authorizing such stockholder to vote at the Annual Meeting.

Stockholders of record should receive a paper copy of our proxy materials and may vote by following the instructions on the proxy card that is included with the proxy materials. As set forth on the proxy card, there are two convenient methods for holders of record to direct their vote by proxy without attending the Annual Meeting: via Internet or by mail. To vote by Internet, visit www.voteproxy.com. To vote by mail, mark, date and sign the enclosed proxy card and return it in the postage-paid envelope provided. Holders of record may also vote by attending the Annual Meeting and voting by ballot. All shares for which a proxy has been duly executed and delivered (by Internet or mail) and not properly revoked prior to the meeting will be voted at the Annual Meeting. If a stockholder of record signs and returns a proxy card but does not give voting instructions, the shares represented by that proxy will be voted as recommended by the Board of Directors. If any other matters are properly presented at the Annual Meeting for consideration and if you have voted your shares by Internet or mail, the persons named as proxies will have the discretion to vote on those matters for you. On the date of filing this Proxy Statement with the Securities and Exchange Commission (the “SEC”), the Board of Directors did not know of any other matter to be raised at the Annual Meeting.

How Can I Change My Vote?

A stockholder of record can revoke his, her or its proxy at any time before it is voted at the Annual Meeting by delivering to the Company (to the attention of Joyce J. Mason, Esq., Corporate Secretary) a written notice of revocation or by executing a later-dated proxy by Internet or mail, or by attending the Annual Meeting and voting in person.

If your shares are held in the name of a bank, broker, or other nominee, you must obtain a proxy executed in your favor from the holder of record (that is, your bank, broker, or nominee) to be able to vote at the Annual Meeting.

What Constitutes a Quorum for the Meeting and What is the Vote Required for the Proposals?

The presence at the Annual Meeting of a majority of the voting power of the Company’s outstanding Class A Common Stock and Class B Common Stock (voting together), either in person or by proxy, will constitute a quorum for the transaction of business at the Annual Meeting. Abstentions and any broker non-votes (i.e., votes withheld by brokers on non-routine proposals in the absence of instructions from beneficial owners) will be counted as present or represented at the Annual Meeting for purposes of determining whether a quorum exists.

The affirmative vote of a majority of the voting power present (in person or by proxy) at the Annual Meeting and casting a vote on a Proposal will be required for the approval of the election of any director (Proposal No. 1) and the amendment to the Company’s 2021 Stock Option and Incentive Plan, as amended and restated (the “2021 Plan”) (Proposal No. 2). This means that the number of votes cast “for” a director nominee or “for” a Proposal must exceed the number of votes cast “against” that director nominee or that Proposal, respectively. Abstentions are not counted as votes “for” or “against” a director nominee or any of these proposals.

If you are a beneficial owner whose shares are held of record by a broker, you must instruct the broker how to vote your shares. If you do not provide voting instructions, your shares will not be voted on any proposal on which the broker does not have discretionary authority to vote. This is called a “broker non-vote.” In these cases, the broker can register your shares as being present at the Annual Meeting for purposes of determining the presence of a quorum but will not be able to vote on those matters for which specific authorization is required under the rules of the New York Stock Exchange (“NYSE”). In the event of a broker non-vote or an abstention with respect to any proposal coming before the Annual Meeting, the shares represented by the relevant proxy will not be deemed to be present in respect of those proposals for the purpose of determining the total number of shares of which a majority is required for adoption, having the practical effect of reducing the number of affirmative votes required to achieve a majority vote for such matters by reducing the total number of shares from which a majority is calculated.

If you are a beneficial owner whose shares are held of record by a broker, your broker does not have discretionary authority to vote on the election of directors (Proposal No. 1), the adoption of an amendment to the 2021 Plan (Proposal No. 2), or on any stockholder proposal or other matter raised at the Annual Meeting without instructions from you, in which case a broker non-vote will occur and your shares will not be voted on these matters.

How Many Votes Are Required to Approve Other Matters?

Unless otherwise required by law or the Company’s Bylaws, the affirmative vote of a majority of the voting power represented at the Annual Meeting and casting a vote on the matter will be required for other matters that may properly come before the meeting.

Stockholders Sharing the Same Address

We are sending only one copy of the Company’s 2024 Annual Report on Form 10-K and this Proxy Statement to stockholders of record who share the same last name and address, unless they have notified the Company that they want to continue to receive multiple copies. This practice, known as “householding,” is designed to reduce duplicate mailings and printings and postage costs. However, if any stockholder residing at such address wishes to receive a separate Annual Report or Proxy Statement in the future, he or she may contact Joyce J. Mason, Esq., Corporate Secretary, Genie Energy Ltd., 520 Broad Street, Newark, New Jersey 07102, or by phone at (973) 438-3500, and we will promptly forward to such stockholder a separate Annual Report or Proxy Statement. The contact information above may also be used by members of the same household currently receiving multiple copies of the 2024 Annual Report and Proxy Statement in order to request that only one set of materials be sent in the future.

Fiscal Year

The Company’s fiscal year ends on December 31st of each calendar year.

CORPORATE GOVERNANCE

Introduction

The Company has in place a comprehensive corporate governance framework that reflects the corporate governance requirements of the Sarbanes-Oxley Act of 2002, the rules and regulations promulgated under the Securities Exchange Act of 1934, as amended, and the corporate governance-related listing requirements of the New York Stock Exchange.

In accordance with Sections 303A.09 and 303A.10 of the New York Stock Exchange Listed Company Manual, the Company has adopted a set of Corporate Governance Guidelines and a Code of Business Conduct and Ethics, the full texts of which are available for your review in the Governance section of our website at https://genie.com/investors/governance-documents/ and which also are available in print to any stockholder upon written request to the Corporate Secretary.

Director Independence

The Corporate Governance Guidelines adopted by the Board of Directors provide that a majority of the members of the Board of Directors, and each member of the Audit, Compensation, Corporate Governance and Nominating Committees, must meet the independence requirements set forth therein. The full text of the Corporate Governance Guidelines, including the independence requirements, is available for your review in the Governance section of our website at https://genie.com/investors/governance-documents/. For a director to be considered independent, the Board of Directors must determine that a director meets the Independent Director Qualification Standards set forth in the Corporate Governance Guidelines, which comply with the New York Stock Exchange definition of independent, and is free from any material relationship with the Company and its executive officers. The Board of Directors considers all relevant facts and circumstances known to it in making an independence determination, and not merely from the standpoint of the director, but also from that of persons or organizations with which the director has an affiliation or significant financial interest. In addition to considering all relevant information available to it, the Board of Directors uses the following categorical Independent Director Qualification Standards in determining the “independence” of its directors:

1. During the past three years, the Company shall not have employed the director or, except in a non-officer capacity, any of the director’s immediate family members;

2. During the past three years, the director shall not have received, and shall not have an immediate family member who has received, during any twelve-month period within the last three years, more than $120,000 in direct compensation from the Company, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service);

3. (a) The director shall not be a current partner or employee of a firm that is the Company’s internal or external auditor, (b) the director shall not have an immediate family member who is a current partner of such firm, (c) the director shall not have an immediate family member who is a current employee of such firm and personally works on the Company’s audit, and (d) neither the director nor any of his or her immediate family members shall have been, within the last three years, a partner or employee of such firm and personally worked on the Company’s audit within that time;

4. Neither the director, nor any of his or her immediate family members, shall be, or shall have been within the last three years, employed as an executive officer of another company where any of the Company’s present executive officers at the same time serves or served on that company’s compensation (or equivalent) committee; and

5. The director shall not be a current employee and shall not have an immediate family member who is a current executive officer of a company (excluding tax-exempt organizations) that has made payments to, or received payments from, the Company for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of (a) $1 million or (b) two percent of the consolidated gross revenues of such other company. The Corporate Governance Committee will review the materiality of such relationship to tax-exempt organizations to determine if such director qualifies as independent.

Based on the review and recommendation of the Corporate Governance Committee, the Board of Directors has determined that each of W. Wesley (Wes) Perry, Alan Rosenthal and Allan Sass is independent in accordance with the Corporate Governance Guidelines and, thus, that a majority of the director nominees, and each member or nominee intended to become a member of the Audit, Compensation, Corporate Governance and Nominating Committees is independent.

As used herein, the term “independent director” shall mean any director who is deemed to be independent by the Board of Directors. Therefore, Howard Jonas and Joyce Mason are not independent directors. None of the other independent directors or director nominees had any relationships with the Company that the Corporate Governance Committee was required to consider when reviewing independence.

Director Selection Process

The Nominating Committee will consider director candidates recommended by the Company’s stockholders. Stockholders may recommend director candidates by contacting the Chairman of the Board as provided under the heading “Director Communications.” The Nominating Committee considers candidates suggested by its members, other directors, senior management and stockholders in anticipation of upcoming elections and actual or expected board vacancies. All candidates, including those recommended by stockholders, are evaluated on the same basis in light of the entirety of their credentials and the needs of the Board of Directors and the Company. Of particular importance is the candidate’s wisdom, integrity, ability to make independent analytical inquiries, understanding of the business environment in which the Company operates, as well as his or her potential contribution to the diversity of the Board of Directors and his or her willingness to devote adequate time to fulfill duties as a director. Under “Proposal No. 1 — Election of Directors” below, we provide an overview of each nominee’s experience, qualifications, attributes and skills that led the Nominating Committee and the Board of Directors to determine that each nominee should serve as a Director.

Director Communications

Stockholders and other interested persons seeking to communicate directly with the Board of Directors, with the lead independent director (currently Wes Perry), or the independent directors as a group, should submit their written comments c/o Lead Independent Director at our principal executive offices, Genie Energy Ltd., 520 Broad Street, Newark, New Jersey 07102. The Lead independent director will review any such communication at the next regularly scheduled Board meeting unless, in his or her judgment, earlier communication to the Board is warranted. If a stockholder communication raises concerns about the ethical conduct of the Company or its management, it should be sent directly to our Corporate Secretary, Joyce J. Mason, Esq., at our principal executive offices, Genie Energy Ltd., 520 Broad Street, Newark, New Jersey 07102. The Corporate Secretary will promptly forward a copy of any such communication to the Chairman of the Audit Committee and, if appropriate, our Chairman of the Board, and take such actions as they deem necessary to ensure that the subject matter is addressed by the appropriate committee of the Board of Directors, by management and/or by the full Board of Directors.

The Corporate Secretary may filter out and disregard or re-direct (without providing a copy to the directors or advising them of the communication), or may otherwise handle at his or her discretion, any director communication that falls into any of the following categories:

• Obscene materials;

• Unsolicited marketing or advertising material or mass mailings;

• Unsolicited newsletters, newspapers, magazines, books and publications;

• Surveys and questionnaires;

• Resumes and other forms of job inquiries;

• Requests for business contacts or referrals;

• Material that is threatening or illegal; or

• Any communications or materials that are not in writing.

In addition, the Corporate Secretary may handle, in her discretion, any director communication that can be described as an “ordinary business matter.” Such matters include the following:

• Routine questions, service and product complaints and comments that can be appropriately addressed by management; and

• Routine invoices, bills, account statements and related communications that can be appropriately addressed by management.

BOARD OF DIRECTORS AND COMMITTEES

Board of Directors

The Board of Directors held seven (7) meetings in 2024. In 2024, each of the Company’s independent directors attended or participated in 75% or more of the aggregate of (i) the total number of regularly scheduled meetings of the Board of Directors held during the period in which each such director served as a director and (ii) the total number of regularly scheduled meetings held by each committee of the Board of Directors during the period in which each such director served on such committees.

Directors are encouraged to attend the Company’s annual meetings of stockholders, and the Company generally schedules a meeting of the Board of Directors on the same date and at the same place as the annual meeting of stockholders. All of the members constituting the Board of Directors at the time of the 2024 Annual Meeting of Stockholders attended that meeting in person or via telephonic conference.

Board of Directors Leadership Structure and Risk Oversight Role

Howard S. Jonas has served as Chairman of the Board since the Company’s inception. From January 2014 until November 2017, he also served as Chief Executive Officer. On November 1, 2017, Michael Stein, who was then Chief Executive Officer of Genie Retail Energy, Inc. (GRE), was appointed as Chief Executive Officer of the Company. Howard S. Jonas remains Chairman of the Board, which is not an officer position, and continues to provide overall leadership to the Board of Directors in its oversight function. The risk management oversight roles of the Audit, Compensation and Corporate Governance Committees discussed below, each of which are comprised solely of independent directors, provide an appropriate and effective balance to the Chairman of the Board role.

Section 303A.03 of the New York Stock Exchange Listed Company Manual requires that the independent directors of the Company meet without management at regularly scheduled executive sessions. These executive sessions are held at every regularly scheduled meeting of the Board of Directors. Wes Perry, an independent director and the “Lead Independent Director,” serves as the presiding director of these executive sessions and has served in that capacity since October 24, 2011. The Board of Directors determined that the role of Lead Independent Director was important to maintain a well-functioning Board of Directors that objectively assesses management’s proposals.

The Board of Directors and each of its committees conduct annual self-assessments to review and monitor their respective continued effectiveness.

As stated above, each of the Audit, Compensation and Corporate Governance Committees oversees certain aspects of risk management and reports its respective findings to the full Board of Directors on a quarterly basis, and as is otherwise needed. The Audit Committee is responsible for overseeing risk management of financial matters, financial reporting, the adequacy of the risk-related internal controls, internal investigations, cybersecurity and security risks, generally. Management is responsible for day-to-day assessment and management of cybersecurity risks and reports regularly to the Audit Committee.

The Compensation Committee oversees risks related to compensation policies and practices. The Corporate Governance Committee oversees our Corporate Governance Guidelines and governance-related risks, such as board independence, as well as senior management succession planning.

Board Committees

The Board of Directors established an Audit Committee, a Compensation Committee, a Corporate Governance Committee and a Nominating Committee.

Audit Committee

The Audit Committee consists of Wes Perry (Chairman), Alan Rosenthal and Allan Sass, and is responsible for, among other things, the appointment, compensation, removal and oversight of the work of the Company’s independent registered public accounting firm. The Audit Committee also oversees management’s performance of its responsibility for the integrity of the Company’s accounting and financial reporting and its systems of internal controls, the performance of the Company’s internal audit function and the Company’s compliance with legal and

regulatory requirements. The Audit Committee receives information and updates at least quarterly and engages with management, with respect to the effectiveness of the Company’s cybersecurity and information security framework, data privacy, and risk management. In addition, the Audit Committee receives timely updates from management on material incidents relating to information systems security, including cybersecurity incidents. The Audit Committee operates under a written Audit Committee charter adopted by the Board of Directors, which can be found in the Governance section of our web site, https://genie.com/investors/governance/, and is also available in print to any stockholder upon request to the Corporate Secretary. The Audit Committee held four (4) meetings during 2024. The Board of Directors, upon recommendation of the Corporate Governance Committee, has determined that (i) all of the members of the Audit Committee are independent within the meaning of the Section 303A.07(b) and Section 303A.02 of the New York Stock Exchange Listed Company Manual and Rule 10A-3(b) under the Securities Exchange Act of 1934, and (ii) that Mr. Perry qualifies as an “audit committee financial expert” within the meaning of Item 407(d)(5) of Regulation S-K.

Compensation Committee

The Compensation Committee is responsible for, among other things, reviewing, evaluating and approving all compensation arrangements for the executive officers of the Company, evaluating the performance of executive officers, administering the Compensation Clawback Policy, administering the Company’s 2011 Stock Option and Incentive Plan (the “2011 Plan”) and the 2021 Plan, and recommending to the Board of Directors the compensation for Board members, such as retainers, committee and other fees, stock option, restricted stock and other stock awards, and other similar compensation as deemed appropriate. The Compensation Committee confers with the Company’s executive officers when making the above determinations.

The Compensation Committee currently consists of Alan Rosenthal (Chairman) and Wes Perry. The Compensation Committee held five (5) meetings during 2024. The Compensation Committee operates under a written charter adopted by the Board of Directors, which can be found in the Governance section of our web site, https://genie.com/investors/governance/, and which is also available in print to any stockholder upon request to the Corporate Secretary. The Board of Directors, upon recommendation of the Corporate Governance Committee, has determined that both of the members of the Compensation Committee are independent within the meaning of Section 303A.02 of the New York Stock Exchange Listed Company Manual and the categorical standards set forth above.

Compensation Committee Interlocks and Insider Participation

None of the members of the Compensation Committee has served as an officer or employee of the Company or has any relationship with the Company that is required to be disclosed under the heading “Related Person Transactions.” No executive officer of the Company served or serves on the compensation committee (or other board committee performing equivalent functions) of any company that employed or employs as an executive officer either member of the Company’s Compensation Committee.

Policies and Practices Related to the Grant of Certain Equity Awards

The Company grants equity awards, including stock options. Neither the Board of Directors nor its Compensation Committee takes material nonpublic information into account when determining the timing or terms of equity awards, nor does the Company time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

Corporate Governance Committee

The Corporate Governance Committee is responsible for, among other things, reviewing and reporting to the Board of Directors on matters involving relationships among the Board of Directors, the stockholders and senior management. The Corporate Governance Committee (i) reviews the Corporate Governance Guidelines and other policies and governing documents of the Company and recommends revisions as appropriate, (ii) reviews any potential conflicts of interests of independent directors, (iii) reviews and monitors related person transactions, (iv) oversees the self-evaluations of the Board of Directors, the Audit Committee and the Compensation Committee and (v) reviews and determines director independence, and makes recommendations to the Board of Directors regarding director independence. The Corporate Governance Committee currently consists of Alan Rosenthal

(Chairman), Wes Perry and Allan Sass. The Corporate Governance Committee held six (6) meetings in 2024. The Corporate Governance Committee operates under a written charter adopted by the Board of Directors, which can be found in the Governance section of our web site, https://genie.com/investors/governance/, and which is also available in print to any stockholder upon request to the Corporate Secretary. The Board of Directors, upon recommendation of the Corporate Governance Committee, has determined that all of the members of the Corporate Governance Committee are independent within the meaning of Section 303A.02 of the New York Stock Exchange Listed Company Manual and the categorical standards set forth above.

Nominating Committee

The Nominating Committee is responsible for overseeing nominations to the Board of Directors, including: (i) developing the criteria and qualifications for membership on the Board of Directors, (ii) recommending candidates to fill new or vacant positions on the Board of Directors, and (iii) conducting appropriate inquiries into the backgrounds of potential candidates. A summary of new director qualifications can be found under the heading “Director Selection Process.” The Nominating Committee currently consists of Wes Perry (Chairman) and Alan Rosenthal. Wes Perry and Alan Rosenthal are independent in accordance with Section 303A.02 of the New York Stock Exchange Listed Company Manual. The Nominating Committee operates under a written charter adopted by the Board of Directors, which can be found in the Governance section of our web site, https://genie.com/investors/governance/, and which is also available in print to any stockholder upon request to the Corporate Secretary. The Nominating Committee held one (1) meeting during 2024.

2024 COMPENSATION FOR INDEPENDENT DIRECTORS

Annual compensation for independent directors for 2024 was comprised of equity compensation, consisting of awards of restricted shares of Class B Common Stock, and cash compensation. Each of these components is described in more detail below.

Director Equity Grants

Pursuant to the Company’s 2021 Plan, each independent director of the Company will receive, on each January 5th (or the next business day thereafter), an annual grant of 2,920 restricted shares of our Class B Common Stock, which will vest in full immediately upon grant. A new independent director who becomes a member of the Board of Directors during the course of the calendar year receives an automatic grant on the date that he or she becomes a director in the amount specified above, pro-rated based on the calendar quarter of the year in which such person becomes a director. The stock is granted on a going forward basis, before the director completes his or her service for the calendar year. All such grants of stock to directors are subject to certain terms and conditions described in the 2021 Plan, as may be amended and restated from time to time.

Director Board Retainers

Each director of the Company who is deemed to be independent and who attends at least 75% of the regularly scheduled meetings of the Board of Directors and committees of which he or she is a member during a calendar year will receive an annual cash retainer of $50,000 (in addition to 2,920 restricted shares of Class B Common Stock). Such payment will be made in January of the calendar year following attendance of at least 75% of the regularly scheduled Board of Directors and committee meetings during the preceding year, and is pro-rated, based on the number of quarters in the relevant year that the director serves, for independent directors who join the Board of Directors or depart from the Board of Directors during the prior year, if such director attended 75% of the regularly scheduled Board of Directors and committee meetings for the period when he or she was a director. Each independent director has the option to receive any or all of the $50,000 cash component of the annual retainer in the form of fully vested restricted shares of Class B Common Stock, the value of which shall be based on the average of the high and low price of the Company’s Class B Common Stock on the trading date immediately prior to the grant.

The Company’s Chief Executive Officer may, in his or her discretion, waive the requirement of an independent director attending at least 75% of the regularly scheduled Board of Directors and committee meetings during the preceding year to receive the annual cash retainer, in the case of mitigating circumstances. There is no additional compensation for serving on a committee as a committee chair, or for serving as the Lead Independent Director.

2024 Director Compensation Table

The following table lists the 2024 compensation for each person who served as an independent director during 2024, and for James A. Courter, who is not an independent director of the Company but serves as a paid consultant to the Company. Mr. Courter, who served as a director through May 12, 2021 and has served as a non-voting ex-officio director since that date, did not receive any compensation for his service as an ex-officio director during 2024. Ms. Mason, who serves as a director of the Company, did not receive any compensation for her services as a director. Ms. Mason serves as a consultant to the Company on legal and governance matters. Howard S. Jonas’ compensation is included in the Related Person Transaction section of this Proxy Statement and Howard S. Jonas is compensated as Chairman, which is not an officer position.

Name	Dates of Board Service During 2024	Fees Earned or Paid in Cash ($)(1)		Fees Earned or Paid in Stock(2) ($)			Stock Awards ($)			All Other Compensation ($)			Total ($)
Wes Perry	01/01/2024 – 12/31/2024	$	—	$	50,000	(3)	$	84,403	(4)	$	—		$	134,403
Alan Rosenthal	01/01/2024 – 12/31/2024	$	50,000	$	—		$	84,403	(4)	$	—		$	134,403
Allan Sass	01/01/2024 – 12/31/2024	$	50,000	$	—		$	84,403	(4)	$	—		$	134,403
James A. Courter	01/01/2024 – 12/31/2024	$	—	$	—		$	—		$	125,000	(5)	$	125,000

____________

(1) Represents the cash portion of the Board of Directors annual retainer paid in 2024.

(2) Represents the annual Class B Common Stock portion of the Board of Directors retainer paid in 2024 in lieu of the $50,000 annual cash retainer.

(3) Mr. Perry chose to receive 1,730 shares of Class B Common Stock at a price of $28.905 (the average of the high and low trading price of the Class B Common Stock on the trading date prior to the grant date) per share in lieu of the $50,000 annual cash retainer.

(4) Represents the grant date fair value of an award of 2,920 shares of the Company’s Class B Common Stock on January 5, 2024, computed in accordance with FASB ACS Topic 718R.

(5) Reflects $125,000 paid by the Company to Mr. Courter in cash for consulting fees. Mr. Courter did not receive any compensation for his service as an ex-officio director.

Independent directors held the following shares of the Company’s Class B Common Stock granted for director service, and the following options to purchase shares of Class B Common Stock of the Company, as of December 31, 2024:

Name	Class B Common Stock	Options to Purchase Class B Common Stock
Wes Perry	91,360	—
Alan Rosenthal	23,700	—
Allan Sass	38,690	—

RELATED PERSON TRANSACTIONS

Review of Related Person Transactions

The Board of Directors has adopted a Statement of Policy with respect to Related Person Transactions, which policy is administered by the Corporate Governance Committee. This policy covers any transaction or series of transactions in which the Company or a subsidiary is a participant, the amount involved exceeds $120,000 and a Related Person has a direct or indirect material interest, as well as transactions which, despite not meeting the quantitative criteria set forth above, might otherwise be material to investors based on qualitative factors, as determined by the Corporate Governance Committee with input from the Company’s management and advisors. Related Persons include directors, director nominees, executive officers, any beneficial holder of more than 5% of any class of the Company’s voting securities, and any immediate family member of any of the foregoing persons. Transactions that fall within this definition are considered by the Corporate Governance Committee for approval or other action. Based on its consideration of all of the relevant facts and circumstances, the Corporate Governance Committee is tasked with determining whether or not to approve such transactions and will approve only those transactions that are in the best interests of the Company and its stockholders. If the Company becomes aware of an existing Related Person Transaction that has not been approved under this Policy, the matter will be referred to the Corporate Governance Committee. The Corporate Governance Committee will evaluate all options available, including approval, revision or termination of such transaction.

Transactions with Related Persons, Promoters and Certain Control Persons

All of the following Related Person Transactions were approved in accordance with the policy described above:

The Transition Services Agreement between Genie Energy Ltd. and IDT Corporation, dated October 28, 2011 (the “TSA”), pursuant to which IDT, for which Howard Jonas serves as Chairman of the Board, continues to provide certain services, including, but not limited to, relating to human resources, employee benefits administration, finance, accounting, tax, internal audit, facilities, investor relations and legal. Howard Jonas owns a controlling interest in each of Genie and IDT. Additionally, under the same agreement, Genie provides specified administrative services to certain of IDT’s foreign subsidiaries. Furthermore, IDT granted us a license to use the IDT and IDT Energy names for our retail energy provider (REP) business. IDT charged Genie a total of $1,129,690, including charges from net2phone, a subsidiary of IDT, of $1,089,328 for services provided pursuant to the TSA during 2024. Genie charged IDT for certain payroll allocations in the aggregate amount of $132,529 during 2024. As of December 31, 2024, Genie owed IDT $155,402, and IDT owed Genie $20,312.

In June 2024, the Company and Howard Jonas entered into a joint investment in a real estate project in Alpine, New Jersey. To date, the Company has invested $1,227,462 in the real estate project.

Howard S. Jonas, Chairman of the Board, is the father-in-law of Michael Stein, the Company’s Chief Executive Officer and brother of Joyce Mason, a director. Mr. Jonas’ total compensation for 2024 was $1,844,125, which included a base salary of $200,000, a bonus of $325,000, $1,275,000 representing the value of the grant to Mr. Jonas of 75,000 restricted shares of Class B Common Stock of which 25,000 shares shall vest on each of August 1, 2025, August 3, 2026 and August 2, 2027 and $44,125 representing the amount of dividends received on unvested restricted shares of Class B Common Stock.

On August 1, 2024, Mr. Stein, the Company’s Chief Executive Officer and the son-in-law of Howard Jonas, received 125,000 restricted shares of Class B Common Stock of which 41,667 shall vest on each of August 1, 2025 and August 3, 2026 and 41,666 on August 2, 2027.

Mr. Stein’s total compensation during 2024 is set forth in the Summary Compensation Table.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the beneficial ownership of shares of the Company’s Class A Common Stock and Class B Common Stock by (i) each person known by the Company to be the beneficial owner of more than 5% of the outstanding shares of the Class A Common Stock or the Class B Common Stock of the Company, (ii) each of the Company’s directors, director nominees, and the Named Executive Officers, and (iii) all directors (including the ex-officio director), director nominees, Named Executive Officers and executive officers of the Company as a group. Unless otherwise noted in the footnotes to the table, to the best of the Company’s knowledge, the persons named in the table have sole voting and investing power with respect to all shares indicated as being beneficially owned by them.

Unless otherwise noted, the security ownership information provided below is given as of March 27, 2025, and all shares are owned directly by the named stockholder. Percentage ownership information is based on the following amount of outstanding shares: 1,574,326 shares of Class A Common Stock and 25,443,557 shares of Class B Common Stock. In computing the number of shares of Class B Common Stock beneficially owned by a person and the percentage ownership of that person, we included (i) shares of Class B Common Stock subject to options held by that person that are currently exercisable or exercisable within sixty days of March 27, 2025, and (ii) shares issuable upon the vesting of deferred stock units held by that person that may vest within sixty days of March 27, 2025.

Name	Number of Shares of Class A Common Stock		Percentage of Ownership of Class A Common Stock		Number of Shares of Class B Common Stock		Percentage of Ownership of Class B Common Stock		Percentage of Aggregate Voting Power δ
Howard S. Jonas 520 Broad Street Newark, NJ 07102	1,574,326	(1)	100	%	3,135,199	(2)	14.3	%	69.3	%
Avi Goldin					122,897	(3)	*		*
Michael Stein					584,494	(4)	2.3	%	*
James A. Courter					304,411		1.2	%	*
Joyce Mason					21,600	(5)	*		*
W. Wesley Perry					173,688	(6)	*		*
Alan Rosenthal					47,353	(7)	*		*
Allan Sass					41,610		*		*
All directors, Named Executive Officers and executive officers as a group (8 persons)					4,431,252	(8)	17.4	%	6.1	%

____________

* Less than 1%.

δ Voting power represents combined voting power of our Class A Common Stock (three votes per share) and our Class B Common Stock (one-tenth of one vote per share). Excludes shares underlying stock options and unvested deferred stock units.

(1) The shares of the Company’s Class A Common Stock are held by Genie A. Partners, L.P. (“Genie Partners”). The sole general partner of Genie Partners is Genie A Capital, LLC, and Mr. Jonas is the sole manager of Genie A Capital, LLC. Accordingly, Mr. Jonas has sole voting and dispositive power over the shares of the Company’s Class A Common Stock held by Genie Partners.

(2) Consists of (a) 580,411 shares of the Company’s Class B Common Stock held by Mr. Jonas directly, (b) 148,332 restricted shares of Class B Common Stock held by Mr. Jonas directly, (c) 95,366 shares of Class B Common Stock held by the HSJ 2022 Annuity Trust I, (d) 1,085,645 shares of Class B Common Stock held by the HSJ 2019 Remainder Trust, (e) 950,398 shares of Class B common stock held by the Debbie Y. Jonas 2018 Dynasty Trust and (f) 275,047 shares of Class B Common Stock owned by the Jonas Foundation. Does not include (i) an aggregate of 6,554,893 shares of the Company’s Class B Common Stock beneficially owned by trusts for the benefit of the children of Mr. Jonas, as Mr. Jonas does not exercise or share investment control of these shares, (ii) 375,033 shares of the Company’s Class B Common Stock owned by the Howard S. & Deborah Jonas Foundation, as Mr. Jonas does not beneficially own these shares, (iii) 568,088 shares of the Company’s Class B Common Stock owned by the 2012 Jonas Family, LLC (Mr. Jonas holds a minority equity interest in such entity), (iv) 1.5% equity interest in Genie Energy Services, LLC (“GES”) held by Mr. Jonas, (v) a 1.5% equity interest in Genie Ventures, LLC held by Mr. Jonas, (vi) 10 restricted shares of the common stock of Genie Solar, Inc. held by Mr. Jonas representing an ownership interest of 1% and (vii) a 2.5% equity interest in Diversegy, LLC held by Mr. Jonas.

(3) Consists of (a) 70,797 shares of the Company’s Class B Common Stock held by Mr. Goldin directly and (b) 52,100 restricted shares of Class B Common Stock held by Mr. Goldin directly. Does not include (i) 7.5 restricted shares of Class B common stock of CityCom Essential Services, Inc. (“CityCom”) held by Mr. Goldin representing an ownership interest of 0.75%, (ii) a 0.5% equity interest in Genie Ventures, LLC held by Mr. Goldin and (iii) 25 restricted shares of the common stock of Genie Solar, Inc. held by Mr. Goldin representing an ownership interest of 2.5%.

(4) Consists of (a) 397,938 shares of the Company’s Class B Common Stock held by Mr. Stein directly, (b) 185,000 restricted shares of Class B Common Stock, and (c) 1,556 shares of the Company’s Class B Common Stock held by Mr. Stein’s wife. Does not include (i) 35 restricted shares of Class B common stock of CityCom held by Mr. Stein representing an ownership interest of 3.5%, (ii) a 1.5% equity interest GES held by Mr. Stein, (iii) a 1.5% equity interest in Genie Ventures, LLC held by Mr. Stein, (iv) 10 restricted shares of the common stock of Genie Solar, Inc. held by Mr. Stein representing an ownership interest of 1% and a 2.5% equity interest in Diversegy, LLC.

(5) Consists of 16,000 shares of Class B Common Stock held by Ms. Mason directly, 2,800 shares of Class B Common Stock held by Ms. Mason’s husband and 2,800 shares of Class B common stock held by Ms. Mason’s son.

(6) Consists of (a) 77,730 shares of Class B Common Stock held by Mr. Perry directly, (b) 87,625 shares of Class B Common Stock held jointly by Mr. Perry and his wife and (c) 8,333 shares of Class B Common Stock held indirectly in Mr. Perry’s 401(k) account.

(7) Consists of (a) 26,853 shares of the Company’s Class B Common Stock held by Dr. Rosenthal directly, (b) 17,500 shares of the Company’s Class B Common Stock held in the Endodontic Associates Retirement Account and (c) 3,000 shares of the Company’s Class B Common Stock held by Dr. Rosenthal in three accounts (1,000 shares each) for his three children.

(8) Consists of the shares, options and warrants set forth above with respect to the Named Executive Officers, executive officers, and directors and director nominees.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Under the securities laws of the United States, the Company’s directors, executive officers, and any persons holding more than ten percent or more of a registered class of the Company’s equity securities are required to file reports of ownership and changes in ownership, on a timely basis, with the SEC and the New York Stock Exchange. Based on material provided to the Company, the Company believes that all such required reports were filed on a timely basis in 2024.

EXECUTIVE COMPENSATION

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed with management the following Compensation Discussion and Analysis section of the Company’s 2025 Proxy Statement. Based on our review and discussions, we have recommended to the Board of Directors that the Compensation Discussion and Analysis be included in Genie’s 2025 Proxy Statement.

Alan B. Rosenthal, Chairman
W. Wesley Perry

Notwithstanding anything to the contrary set forth in any of the Company’s previous filings under the Securities Act of 1933, as amended (the “Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that might incorporate future filings, including this Proxy Statement, in whole or in part, the foregoing report shall not be incorporated by reference into any such filings, nor shall it be deemed to be soliciting material or deemed filed with the Securities and Exchange Commission (the “SEC”) under the Act or under the Exchange Act.

COMPENSATION DISCUSSION AND ANALYSIS

The following discussion and analysis of our compensation practices and related compensation information should be read in conjunction with the Summary Compensation table and other tables included in this proxy statement, as well as our financial statements and management’s discussion and analysis of our financial condition and results of operations included in our Annual Report on Form 10-K for the year ended December 31, 2024, which we refer to as the Form 10-K. The following discussion includes statements of judgment and forward-looking statements that involve risks and uncertainties. These forward-looking statements are based on our current expectations, estimates and projections about our industry, our business, compensation, management’s beliefs, and certain assumptions made by us, all of which are subject to change. Forward-looking statements can often be identified by words such as “anticipates,” “expects,” “intends,” “plans,” “predicts,” “believes,” “seeks,” “estimates,” “may,” “will,” “should,” “would,” “could,” “potential,” “continue,” “ongoing,” similar expressions, and variations or negatives of these words and include, but are not limited to, statements regarding projected performance and compensation. Actual results could differ significantly from those projected in the forward-looking statements as a result of certain factors, including, but not limited to, the risk factors discussed in the Form 10-K. We assume no obligation to update the forward-looking statements or such risk factors.

Introduction

It is the responsibility of the Compensation Committee of our board of directors to: (i) oversee our general compensation policies; (ii) determine the base salary and bonus, if any, to be paid each year to each of our executive officers as well as certain other senior, non-executive, highly compensated personnel; (iii) oversee our compensation policies and practices as they relate to our risk management; and (iv) determine the compensation to be paid each year to our non-employee directors for service on our board of directors and the various committees of our board of directors. In addition, the Compensation Committee administers our 2021 Plan with respect to restricted stock, stock options or other equity-based awards. Further, from time to time, certain individuals have received grants of equity in certain of our subsidiaries and any grants in subsidiaries to our executive officers must be approved by the Compensation Committee.

Elements of Compensation

The three broad components of our executive officer compensation are annual base salary, annual bonus awards, and long-term equity-based incentive awards, including awards that may have time and performance-based vesting conditions and that may present the recipient with additional growth opportunities through decisions to remain at risk related to continued employment. The Compensation Committee periodically reviews total compensation levels and the allocation of compensation among these three components for each of the executive officers, as well as for the Company, in the context of our overall compensation policy. Additionally, the Compensation Committee, reviews the relationship of executive compensation to corporate performance generally

and with respect to specific enumerated goals — for the Company as a whole and for each specific executive officer — that are approved by the Compensation Committee early in each year. The Compensation Committee believes that our current compensation plans are serving their intended purposes and are functioning reasonably. Below is a description of the general policies and processes that govern the compensation paid to our executive officers, as reflected in the accompanying compensation tables.

Compensation Structure, Philosophy and Process

Our executive compensation structure is designed to attract and retain qualified and motivated personnel and align their interests with the short-term and long-term goals of the Company and with the best interests of our stockholders. Our compensation philosophy is to provide sufficient compensation to attract the individuals necessary to meet our current needs and planned organic growth and changes in operations, as well as for the business units that represent longer-term growth initiatives and provide those individuals with the proper incentives to motivate them to excel in performing their duties and executing their roles in order to general short term success and position us to achieve our long-term plans.

The base salary that we pay to each of our Named Executive Officers is based on the responsibilities undertaken by the respective individuals, and if applicable, the business unit managed, and the complexity and roles within the Company, and the marketplace for employment of people of similar skills and backgrounds. The base salaries paid are determined by discussions with the covered individual and his or her manager, as well as budgetary considerations and may be set forth in definitive employment agreements. Such base salaries are approved by the relevant members of our senior management and, in the case of executive officers and, from time to time, certain other key, highly compensated individuals, the Compensation Committee. All definitive employment agreements with executive officers, and if deemed necessary, deviations therefrom, are subject to the prior approval of the Compensation Committee.

Incentive compensation is designed to reward contributions towards achieving the Company’s goals for the current period, as well as for the longer term. Bonuses are generally a reward for performance in the relevant period and equity awards also provide incentive to contribute to future performance and growth and to align our personnel’s interest with those of our stockholders. Equity awards in subsidiaries of the Company are granted when the Compensation Committee determines that the goals of the Company, role of the recipient, and his or her ability to drive the success of such subsidiary provide that such awards are in the best interest of the Company and its stockholders.

The Compensation Committee, with recommendations from the Company’s management, sets goals for executive compensation in each year. These goals are set for the Company and for specific operating divisions and are designed to set forth achievable goals for the current performance of the Company and its business units and for current contributions to long-term initiatives. The Company’s practice has evolved to setting detailed financial, operational and strategic goals to provide ample metrics against which to measure performance of the Company, each business or other unit, and the contributions of senior corporate and divisional personnel toward the achievement of (or failure to achieve) the goals.

The Compensation Committee’s decisions regarding bonuses are primarily subjective and specific to each Named Executive Officer and are made by the Committee in its discretion after an overall assessment of all of the factors it deems appropriate, which includes, but is not limited to, the specific Company-wide goals, the individual’s role in achieving those goals, the goals set for such individual and whether and to what extent such goals were met, if relevant, the performance of the business unit or units over which the individual exercised management or with respect to which the individual contributed, and other accomplishments during the year that were deemed relevant in specific instances. Following the end of a year, our management sets Company-wide bonus amounts for the l year then-ended, based on prior year levels, Company performance and available resources. Proposed bonuses for executive officers are then presented to the Compensation Committee. The bonus amount awarded to each executive officer is the result of subjective proposals made by management and determination of the Compensation Committee with respect to each subject individual, based on Company and individual performance, particularly relative to the performance goals set by the Compensation Committee for the year, and levels relative to the bonuses of other personnel and officers, as well as definitive agreements where relevant.

Executive officers are eligible to receive cash bonuses of up to 100% of base salary (or higher upon extraordinary performance or other circumstances as determined by the Compensation Committee) based upon performance, including the specific financial and other goals set by the Compensation Committee, which goals are Company-wide, specific to a business unit or specific to an executive and his or her area of responsibility, as well as specific extraordinary accomplishments by such officers during the relevant period. Specific bonuses will depend on the individual achievements of executives and their contribution to achievement of the enumerated goals. These goals are approved by the Compensation Committee.

Equity grants are made to provide longer term incentive compensation and to better align the interests of our executives with our stockholders. Executives have been granted equity interests in the Company and, with regard to individuals whose areas of responsibility focus on specific operations or who have contributed in significant ways to specific subsidiaries, in those subsidiaries, so as to better incentivize and reward the executives for the results of their efforts.

The following discussion covers compensation decisions made with respect to our Named Executive Officers as well as Howard Jonas, who is Chairman of the Board of Directors of the Company. Mr. Jonas does not serve as an executive officer, but works closely with management as a senior advisor with regard to strategic and operational matters.

Compensation Decisions Made in 2024

Company Performance

In 2024, the Company’s revenue and gross profit decreased modestly from the results reported for 2023 but remained materially ahead of historical levels. In aggregate, the Company achieved the high end of its annual financial guidance while growing the customer base in GRE and achieving key milestones in GREW. The Company generated strong cash flows, growing cash and cash equivalents, short and long-term restricted cash, and marketable equity securities while repurchasing approximately 661,000 shares of its Class B Common Stock and maintaining its quarterly dividend during the year.

Goals for 2024

At a meeting held on March 7, 2024, the Compensation Committee approved executive compensation goals for 2024. The goals cover Company-wide targets as well as goals for specific personnel. The goals set for 2024 consist of:

Company-Wide Goals

• Maximize profitability and cash generation while delivering on new growth initiatives;

• Genie Retail Energy (GRE): Generate growth and profitability within GRE while optimizing risk management, expanding the customer base, geographic markets and products;

• Genie Renewables (GREW): Accelerate the growth of GREW across existing and new product initiatives;

• Increase public market awareness of Genie and its goals and strategies.

Howard Jonas, Chairman of the Board

• Guide the strategic direction for Genie Energy and its businesses;

• Work with senior management on expansion into new geographies and sales strategies for GRE operations;

• Work with senior management to build out the portfolio of projects at GREW;

• Work with senior management team to evaluate new complementary business opportunities or acquisitions;

• Develop relationships with new strategic partners or potential investors who can help attract capital and/or provide operational expertise.

Michael Stein, Chief Executive Officer

• Direct operations for entire company, including allocation of resources and growth initiatives for all divisions;

• Direct management responsibilities for GRE, GREW and their subsidiaries;

• Expand GRE’s market footprint into new utility regions, geographies and sales channels that are consistent with GRE’s business model and regulatory requirements, both organically and through acquisition;

• Manage the acceleration of Genie Solar’s integrated solar strategy as well as growth within CityCom and Diversegy.;

• Identify, Acquire and manage new business ventures globally;

• Achieve Annual Adjusted EBITDA consistent with the corporate budget, assuming “normal” weather, market and regulatory conditions at GRE.

Avi Goldin, Chief Financial Officer

• Manage Genie’s global finance and accounting operations;

• Timely and accurate reporting of quarterly and annual results;

• Attain clean financial and SOX audits;

• Improve financial and systems oversight and internal controls across the company;

• Maintain a strong working relationship with the external auditors;

• Optimize spending on corporate functions and company tax liability;

• Work closely with internal audit to improve and enhance the control environment;

• Lead the continued development of Genie’s relationships with the financial community, including investors, bankers and research analysts and manage investor relations;

• Work with the CEO and business unit heads on business and corporate development efforts;

• Partner with the CEO and management to accelerate the growth of Genie Renewables integrated solar strategy;

• Management of financial operating groups: Finance, Accounting, Treasury, Development, Operations, Supply and Risk Management functions;

• Work with CEO to achieve Annual Adjusted EBITDA consistent with the corporate budget, assuming “normal” weather, market and regulatory conditions at GRE.

Executive Performance

On February 5, 2025, the Compensation Committee met and management presented its analysis of the performance of the Company, the Chairman of the Board, the Chief Executive Officer, the Chief Financial Officer and certain other senior highly compensated individuals, where relevant, relative to the goals set by the Compensation Committee (for the Company and such individuals) early in 2024.

Management emphasized the strong performance of GRE, including the growth of its customer base, and significant advancements made at GREW, including the integration of operating solar arrays purchased late in 2023 and early in 2024, progress on solar projects that were under development, changes to the focus of Genie Solar and significant top and bottom-line improvement at Diversegy. The report described the progress in positioning GRE for continued growth and bottom line improvement, as well as the significant advancement of business plans for Genie solar and Diversegy that position GREW for further growth. The Compensation Committee noted the solid performance during the year even while positioning GREW for growth and returning value to stockholders through stock repurchases and dividends.

When considering the key goals listed above as well as the other goals approved by the Compensation Committee, the Compensation Committee concluded that the Company had substantially met or exceeded the goals set out for the year.

Bonus Awards for 2024 Performance

The Compensation Committee highlighted the performance relative to the enumerated goals and the overall financial performance of the Company as more fully described above. The Compensation Committee further noted the extraordinary results in 2023 that supported higher cash bonuses for the Company’s names executive officers. Accordingly, management recommended, and the Committee approved, performance bonuses for management that were approximately 5% lower across the Company than those paid for 2023 performance. As a percentage of base salary, the amounts paid ranged from 216% to 112% of the Named Executive Officer’s base salary as compared to 194% to 101% in respect of 2023. The following individual bonus levels were determined and paid in early 2025 in respect of services provided in 2024:

Michael Stein was awarded a performance bonus of $875,000, a reduction from the $975,000 paid in respect of 2023 performance (as well as from the $1,375,000 in total bonuses paid to Mr. Stein in respect of 2023). The Compensation Committee noted Mr. Stein’s strong hands on management of all of the Company’s operations, his role in the growth of GRE’s customer base, direct involvement in the integration of the operating solar arrays at Genie Solar as well as the shift at Genie Solar to industrial-scale projects and the evaluation of new development projects.

Avi Goldin was awarded a performance bonus of $430,000, a reduction from the $450,000 paid in respect of 2023 (as well as from the $700,000 in total bonuses paid to Mr. Goldin in respect of 2023) and in excess of the guaranteed and target amounts provided for in Mr. Goldin’s employment agreement with the Company. The Compensation Committee noted Mr. Goldin’s strong leadership of all finance operations at the Company and its operating divisions, the positive internal control environment, his direct role at Genie Solar, including the financing of operating solar arrays and strong investor relations efforts. His role in driving overall Company performance was acknowledged.

Howard Jonas, who is not a Named Executive Officer, received a bonus of $325,000 unchanged from that paid in respect of 2023.

Base Salaries

The Company paid base salaries to its executives intended to meet the goals and purposes outlined above. The base salaries of certain executives are set forth in written agreements with the Company. Subject to those written agreements, the base salaries are set by the Compensation Committee on an annual basis, based on presentations made by management. Mr. Stein’s base salary was essentially unchanged in 2024 compared to 2023 (other than minor variability related to the currency in which a portion of the compensation is paid). Mr. Goldin’s base salary was increased from $400,000 in 2023 to $425,000 in 2024 consistent with the employment agreement between him and the Company.

Mr. Stein’s and Mr. Goldin’s base salary for 2025 remain the same as 2024.

Howard Jonas’ base salary remained at $200,000 for 2024 and will remain the same for 2025 consistent with his employment agreement with the Company.

Equity Grants

Executive Officers (and other employees and service providers) are periodically granted equity awards to provide incentive to contribute to future performance and growth and to align our personnel’s interest with those of our stockholders. In 2024, our Named Executive Officers received the following grants:

Mr. Stein received a grant of 125,000 restricted shares of Class B Common Stock that vest ratably on each of August 1, 2025, August 3, 2026 and August 2, 2027. The grant date value of the shares was $2,125,000.

Mr. Goldin received a grant of 32,100 restricted shares of Class B Common Stock that vest ratably on each of August 1, 2025, August 3, 2026 and August 2, 2027. The grant date value of the shares was $575,400.

Mr. Jonas received a grant of 75,000 restricted shares of Class B Common Stock that vest ratably on each of August 1, 2025, August 3, 2026 and August 2, 2027. The grant date value of the shares was $1,275,000.

The Named Executive Officers also hold equity interests in the Company and certain subsidiaries that were granted in prior periods, some of which are still subject to vesting.

Goals for 2025

At a meeting held on March 6, 2025, the Compensation Committee approved executive compensation goals for 2025. The goals cover Company-wide goals as well as those for specific personnel. The goals set for 2025 consist of:

Company-Wide Goals

• Maximize profitability and cash generation while delivering on new growth initiatives;

• Genie Retail Energy (GRE): Maximize growth and profitability within GRE while optimizing risk management, expanding the customer base, geographic markets and products and services;

• Genie Renewables (GREW) — Accelerate the growth of GREW across existing and new product initiatives;

• Increase public market awareness of GNE and its goals and strategies.

Howard Jonas, Chairman of the Board

• Guide the strategic direction for Genie Energy and its businesses;

• Work with senior management on expansion into new geographies and sales strategies and products for GRE;

• Work with senior management to build out the portfolio of growth verticals at GREW;

• Work with senior management team to evaluate new complementary business opportunities or acquisitions;

• Develop relationships with new strategic partners or potential investors who can help attract capital and/or provide operational expertise.

Michael Stein, Chief Executive Officer

• Direct operations for entire company, including allocation of resources and growth initiatives for all divisions;

• Direct management responsibilities for GRE, GREW and their subsidiaries;

• Expand GRE’s market footprint into new utility regions, geographies and sales channels that are consistent with GRE’s business model and regulatory requirements, both organically and through acquisition;

• GREW — manage the acceleration of Genie Solar’s integrated solar strategy as well as growth within CityCom, Diversegy and Roded Recycling;

• Identify, Acquire and manage new business ventures globally;

• Achieve Annual Adjusted EBITDA consistent with the corporate budget, assuming “normal” weather, market and regulatory conditions at GRE.

Avi Goldin, Chief Financial Officer

• Manage Genie’s global finance and accounting operations;

• Timely and accurate reporting of quarterly and annual results;

• Attain clean financial and SOX audits;

• Improve FP&A review, financial and systems oversight and internal controls;

• Maintain a strong working relationship with the external auditors;

• Optimize corporate spend and company tax liability;

• Work closely with internal audit to improve and enhance the control environment;

• Lead the continued development of Genie’s relationships with the financial community, including investors, bankers and research analysts and manage investor relations;

• Work with the CEO and business unit heads on business and corporate development efforts;

• Partner with the CEO and management to accelerate the growth of Genie Renewables integrated solar strategy;

• Management of financial and operating groups:

• Finance, Accounting, Treasury, Development, Operations, Supply and Risk Management;

• Work with CEO to achieve Annual Adjusted EBITDA consistent with the corporate budget, assuming “normal” weather, market and regulatory conditions at GRE.

Compensation Decisions Made in 2023

Company Performance

In 2023, the Company reported record revenues and bottom line performance exceeded expectations for the year, even while investing significantly in customer acquisition at GRE (growing the customer base by over 30%) and making significant investments at GREW to position it for growth. In the fourth quarter, the Company purchased a portfolio of operating solar arrays and Diversegy increased revenue generation and improved its bottom line. Margins were down from the extraordinary levels of 2022, but strong in the context of the Company’s historical performance.

Goals and Executive Performance for 2023

In March 2023, the Compensation Committee approved executive compensation goals for 2023 both Company-wide and for each Named Executive Officer and Howard Jonas.

On February 8, 2024, the Compensation Committee met and management presented its analysis of the performance of the Company, the Chairman of the Board, the Chief Executive Officer, the Chief Financial Officer and certain other senior highly compensated individuals, where relevant, relative to the goals set by the Compensation Committee.

Management emphasized the strong performance of GRE, including the significant growth of its customer base, after a period when market conditions drove GRE to suspend customer growth, and the developments at GREW, including the purchase of operating arrays and the expansion of the team to provide the tools for sustained growth. The Compensation Committee noted the solid performance during the year, the ability of management to adapt to rapidly changing market conditions and nimbleness in modifying business plans.

When considering the key goals listed above as well as the other goals approved by the Compensation Committee, the Compensation Committee concluded that the Company had substantially met or exceeded the goals set out for the years.

Bonus Awards for 2023 Performance

The Compensation Committee highlighted the performance relative to the enumerated goals and the overall financial performance of the Company as more fully described above.

Michael Stein was awarded a cash bonus of $975,000, the same bonus as was paid to him in respect of 2022 performance. Avi Goldin was awarded a cash bonus of $480,000, an increase from the $430,000 paid to him in respect of 2022 performance. Howard Jonas, who is not a Named Executive Officer, received a bonus of $325,000 unchanged from that paid in respect of 2022.

In December 2023, in connection with events related to the Company’s exit from the U.K. retail energy market, Mr. Stein and Mr. Goldin were paid extraordinary bonuses of $400,000 and $250,000, respectively.

Base Salaries

Base salaries for our Named Executive Officers were essentially unchanged in 2023 compared to 2022.

Equity Grants

In 2023, Mr. Stein received (i) 90,000 restricted shares of Class B Common Stock upon the vesting of DSUs that was conditional on the market price for the Class B Common Stock maintaining certain levels, and (ii) grants of equity interests in the Company’s Genie Solar and Diversegy subsidiaries.

In 2023, Mr. Goldin received (i) 30,000 restricted shares of Class B Common Stock upon the vesting of DSUs that was conditional on the market price for the Class B Common Stock maintaining certain levels, and (ii) a grant of equity interests in the Company’s Genie Solar subsidiary.

In 2023, Mr. Jonas received 110,000 restricted shares of Class B Common Stock upon the vesting of DSUs that was conditional on the market price for the Class B Common Stock maintaining certain levels.

Compensation Decisions Made in 2022

Company Performance

In 2022, the Company reported record gross margin and profits. GRE curtailed customer acquisition efforts in light of market volatility and took advantage of opportunities to monetize certain of its hedge positions. Genie Solar advanced several community solar projects. During the year, Genie paid a quarterly dividend, repurchased approximately 640,000 shares of Class B common stock and redeemed $11.4 million of preferred stock.

Goals and Executive Performance for 2022

In March 2022, the Compensation Committee approved executive compensation goals for 2022 both Company-wide and for each Named Executive Officer and Howard Jonas.

On February 7, 2023, the Compensation Committee met and management presented its analysis of the performance of the Company, the Chairman of the Board, the Chief Executive Officer, the Chief Financial Officer and certain other senior highly compensated individuals, where relevant, relative to the goals set by the Compensation Committee.

Management emphasized the extraordinary performance of GRE and for the Company on a consolidated basis, highlighting management’s ability to guide the Company in times of significant market volatility. The Compensation Committee noted the outsized results achieved by taking advantage of unusual conditions and the Company’s strong positioning in advance of those conditions, as well as management’s adaptability to changing conditions and creativity in capitalizing on opportunity.

Bonus Awards for 2022 Performance

The Compensation Committee highlighted the performance relative to the enumerated goals and the overall financial performance of the Company as more fully described above.

Michael Stein was awarded a cash bonus of $975,000, an increase from the $450,000 paid to him in respect of 2021 performance Avi Goldin was awarded a cash bonus of $450,000, an increase from the $330,000 paid to him in respect of 2021 performance. Howard Jonas, who is not a Named Executive Officer, received a bonus of $325,000 unchanged from that paid in respect of 2021.

Base Salaries

Base salaries for our Named Executive Officers were essentially unchanged in 2022 compared to 2021 and for Mr. Goldin consistent with his then employment agreement.

Equity Grants

In 2022, Mr. Stein received (i) a grant of 90,000 DSUs that would vest based on the market price for the Class B Common Stock maintaining certain levels and (ii) 90,000 restricted shares of Class B Common Stock upon the vesting of DSUs that was conditional on the market price for the Class B Common Stock maintaining certain levels.

In 2022, Mr. Goldin received (i) a grant of 30,000 DSUs that would vest based on the market price for the Class B Common Stock maintaining certain levels, and (ii) 30,000 restricted shares of Class B Common Stock upon the vesting of DSUs that was conditional on the market price for the Class B Common Stock maintaining certain levels.

In 2022, Mr. Jonas received (i) a grant of 110,000 DSUs that would vest based on the market price for the Class B Common Stock maintaining certain levels, and (ii) 110,000 restricted shares of Class B Common Stock upon the vesting of DSUs that was conditional on the market price for the Class B Common Stock maintaining certain levels.

EMPLOYMENT AGREEMENTS

On February 8, 2024, the Company entered into the Fourth Amended and Restated Employment Agreement with Mr. Goldin (the “Goldin Employment Agreement”) to be effective as of January 1, 2024. Pursuant to the Goldin Employment Agreement, Mr. Goldin is paid an annual base salary of $425,000 to serve as the Chief Financial Officer of the Company and is entitled to receive a guaranteed annual cash bonus of $150,000. In addition, Mr. Goldin is eligible to receive a discretionary cash bonus with a target of $150,000.

The Goldin Employment Agreement has a three year term and shall be renewed automatically or extended for additional one-year periods unless, not later than ninety (90) days prior to expiration, the Company or Mr. Goldin shall have notified the other party in writing that such renewal extension shall not take effect. During the term of the agreement, Mr. Goldin is eligible to participate in the Company’s benefit plans as well as the Company’s 401(k) savings plan.

Should Mr. Goldin’s employment be terminated due to his death or disability, as defined in the Goldin Employment Agreement, Mr. Goldin (or, in the event of his death, his estate) shall receive any accrued or vested compensation, including salary and bonus(es) and reimbursement for unpaid and approved business expenses through the date of termination.

If Mr. Goldin is terminated by the Company for “cause” or if Mr. Goldin resigns without “good reason”, Mr. Goldin shall be entitled to receive accrued or vested compensation, including salary and guaranteed bonus, and to be reimbursed for unpaid and approved business expenses, through the date of termination.

If the Company terminates Mr. Goldin without “cause”, or if Mr. Goldin resigns for “good reason” (which includes, among other things, a “change of control” of the Company, as defined in the agreement), the Company, subject to Mr. Goldin’s execution and delivery of the Company’s standard release agreement, shall pay to Mr. Goldin all accrued or vested compensation, including salary, guaranteed bonus, and discretionary bonus, and reimburse Mr. Goldin for unpaid and approved business expenses, through the date of termination, as well as a severance payment (the “Non-Cause Severance Payment”) equal to Mr. Goldin’s annual base salary plus the greater of (i) the amount Mr. Goldin would be entitled to under Company policy in effect at the time of termination, and (ii) Mr. Goldin’s annual base salary plus his guaranteed bonus plus discretionary bonus for twenty months (the “Minimum Severance Period”). In addition, subject to Mr. Goldin’s execution and delivery of the Company’s standard release agreement, all awards theretofore granted to Mr. Goldin under the Company’s incentive plans shall continue to vest (and the restrictions thereon lapse) on their then existing schedule. These payments shall be paid over the period of time covered thereby on the Company’s regularly scheduled payroll payment dates.

If Mr. Goldin resigns due to a CEO change, subject to Mr. Goldin’s execution and delivery of the Company’s standard release agreement, the Company shall pay to Mr. Goldin a severance payment equal to the greater of (i) the amount Mr. Goldin would be entitled to under Company policy in effect at the time of termination, and (ii) Mr. Goldin’s annual base salary plus his guaranteed bonus for a period of twelve months.

If, upon expiration of the term of the Goldin Employment Agreement, and in the event the Company does not offer to extend the terms on terms that, had such term been implemented by the Company during the Term, would not have given Mr. Goldin the right to terminate his employment for good reason under clauses (ii), (iii) or (iv) of the definition of good reason, and the Company and Mr. Goldin do not agree on terms and conditions for continued employment, subject to Mr. Goldin’s execution and delivery of the Company’s standard release agreement, the Company shall pay to Mr. Goldin all accrued or vested compensation, including salary, commission, guaranteed bonus and discretionary bonus, and reimburse Mr. Goldin for unpaid and approved business expenses, through the date of termination, as well as a severance payment equal to the greater of (i) the amount Mr. Goldin would be entitled to under Company policy applicable to management employees in effect at the time of termination, and (ii) Mr. Goldin’s annual base salary plus his guaranteed bonus and discretionary bonus (at the rates in effect on the date of termination) for the Minimum Severance Period. In addition, subject to Mr. Goldin’s execution and delivery of the Company’s standard release agreement, all awards theretofore granted to Mr. Goldin under the Company’s incentive plans shall continue to vest (and the restrictions thereon lapse) on their then existing schedule through the end of the Minimum Severance Period. These payments shall be paid over the period of time covered thereby on the Company’s regularly scheduled payroll payment dates.

The agreement defines “cause” as: (i) Mr. Goldin’s indictment or conviction for the commission of an act or acts constituting a felony under the laws of the United States or any State thereof; (ii) Mr. Goldin’s commission of fraud, embezzlement or gross negligence; (iii) Mr. Goldin’s willful or continued failure to perform an act permitted by the Company’s rules, policies or procedures, including without limitation, the Company’s Code of Business Conduct and Ethics that is within his material duties under the Goldin Employment Agreement (other than by reason of physical or mental illness or disability) or directives of the Board, or material breach of the terms of the Goldin Employment Agreement or of his non-disclosure and non-competition conditions, in each case, after written notice has been delivered to Mr. Goldin by the Company, and Mr. Goldin’s failure to substantially perform his duties or breach is not cured within fifteen (15) business days after such notice has been given to Mr. Goldin; (iv) any misrepresentation by Mr. Goldin of a material fact to or concealment by Mr. Goldin of a material fact from the Company’s Board, Chairman of the Board, Chief Executive Officer and/or general counsel; or (v) any material violation of the Company’s rules, policies or procedures, including without limitation, the Company’s Code of Business Conduct and Ethics.

The agreement, defines “good reason” as: (i) the Company’s failure to perform its material duties under the Goldin Employment Agreement, which failure has not been cured by the Company within fifteen (15) days of its receipt of written notice thereof from Mr. Goldin; (ii) a reduction by the Company (without the consent of Mr. Goldin, which consent may be revoked at any time) in Mr. Goldin’s annual base salary, or substantial reduction in the other benefits provided to Mr. Goldin; (iii) the assignment to Mr. Goldin of duties inconsistent with

Mr. Goldin’s status as a senior executive officer of the Company or the designation by the Company of Mr. Goldin to any position or capacity other than (A) Chief Financial Officer of the Company, (B) Chief Financial Officer of one of the Company’s subsidiaries, or (C) Chief Operating Officer of the Company; (iv) the relocation of Mr. Goldin’s principal place of employment to a location more than thirty-five (35) miles from its current Newark, New Jersey location or outside of the New York City metropolitan areas; (v) the assignment of duties inconsistent with the Company’s rules, policies or procedures, including without limitation, the Company’s Code of Business Conduct and Ethics; (vi) any purported termination of Mr. Goldin s employment not in accordance with the terms of the Goldin Employment Agreement; or (vii) any “Change in Control” of the Company. A “Change in Control” is defined as: if (A) any person or group (within the meaning of Rule 13d-3 of the rules and regulations promulgated under the Securities Exchange Act of 1934, as amended), other than Howard Jonas, members of his immediate family, his affiliates, trusts or private foundations established by or on his behalf, and the heirs, executors or administrators of Howard Jonas, shall acquire in one or a series of transactions, whether through sale of stock or merger, voting securities representing more than 50% of the voting power of all outstanding voting securities of the Company or any successor entity of the Company, or (B) the stockholders of the Company shall approve a complete liquidation or dissolution of the Company.

The agreement defines “CEO change” as: the appointment as Chief Executive Officer of the Company any person other than, Michael Stein, Howard Jonas, the Employee or any person that is affiliated with the holders of the Class A Common Stock of the Company.

The Company does not have an employment agreement with Michael Stein.

POTENTIAL POST-EMPLOYMENT PAYMENTS

Avi Goldin, the Company’s Chief Financial Officer, is entitled under his employment agreement to payments upon termination.

In the event Mr. Goldin’s employment is terminated due to his death or disability, Mr. Goldin (or, in the event of his death, his estate) shall be entitled to receive any accrued or vested compensation, including salary and bonus(es), reimbursement for unpaid and approved business expenses through the date of termination. If Mr. Goldin is terminated by the Company for cause or if Mr. Goldin resigns without good reason, Mr. Goldin shall be entitled to receive accrued or vested compensation, including salary and guaranteed bonus, and to be reimbursed for unpaid and approved business expenses, through the date of termination. If the Company terminates Mr. Goldin without cause, or if Mr. Goldin resigns for good reason, (i) Mr. Goldin shall be paid all accrued or vested compensation, including salary and bonus(es), and shall be reimbursed for unpaid and approved business expenses, through the date of termination, as well as (ii) a severance payment equal to his Base Salary plus the greater of (x) the amount he would be entitled to under Company policy in effect at that time, and (y) his Base Salary plus Guaranteed Bonus plus Discretionary Bonus for a number of months equal to twenty (20 (the “Minimum Severance Period”). In addition, subject to Mr. Goldin’s execution and delivery of the Company’s standard release agreement, all awards theretofore granted to Mr. Goldin under the Company’s incentive plans shall continue to vest (and the restrictions thereon lapse) on their then existing schedule. These payments shall be paid over the period of time covered thereby on the Company’s regularly scheduled payroll payment dates.

If, upon the expiration of the term of the employment agreement, and in the event the Company does not extend the term on terms that, had such term been implemented by the Company during the Term, would not have given Mr. Goldin the right to terminate his employment for good reason under clauses (ii), (iii) or (iv) of the definition of good reason, and the Company and Mr. Goldin do not agree on terms and conditions for continued employment, (i) Mr. Goldin shall be paid all accrued or vested compensation, including salary, commission, and bonus(es), and shall be reimbursed for unpaid and approved business expenses, through the date of termination, as well as a severance payment equal to the greater of (i) the amount Mr. Goldin would be entitled to under Company policy applicable to management employees in effect at the time of termination, or (ii) Mr. Goldin’s base salary plus guaranteed bonus and discretionary bonus (at the rates in effect on the date of termination) for the Minimum Severance Period. In addition, subject to Mr. Goldin’s execution and delivery of the Company’s standard release agreement, all awards theretofore granted to Mr. Goldin under the Company’s incentive plans shall continue to vest (and the restrictions thereon lapse) on their then existing schedule through the end of the Minimum Severance Period. These payments shall be paid over the period of time covered thereby on the Company’s regularly scheduled payroll payment dates.

Please see the section above entitled “Employment Agreements” for more details on these payments and the employment agreements of these executive officers, generally.

Pursuant to the Company’s Restricted Stock Agreement, in the event of a Change in Control (as defined in the 2021 Plan), all of the unvested restricted shares of Class B Stock held by the holder shall vest in full immediately. Pursuant to a Restricted Stock Agreement (the “Solar RSA”), dated as of March 8, 2023, between Genie Solar, Inc., a majority owned subsidiary of the Company (“Genie Solar”) and Mr. Goldin, Mr. Goldin was granted 25 shares of common stock of Genie Solar that vested or are to vest as to 8.33 shares on each of March 8, 2024, 2025 and 2026. Under the Solar RSA, in the event that the Company terminates Mr. Goldin’s role as President of Genie Solar without cause (as defined in the Solar RSA), then, in addition to the restricted shares of Genie Solar’s common stock that have already vested, a pro rata portion of the unvested restricted shares shall vest. Also, in the event of a Change of Control, all of the unvested restricted shares of Genie Solar held by Mr. Goldin shall vest in full immediately.

Pursuant to a Solar RSA, dated as of March 8, 2023, between Genie Solar and Mr. Stein, Mr. Stein was granted 10 shares of common stock of Genie Solar that vested or are to vest as to 3.33 shares on each of March 8, 2024, 2025 and 2026. Under the Solar RSA, in the event of a Change of Control, all of the unvested restricted shares of Genie Solar held by Mr. Stein shall vest in full immediately.

Pursuant to a Restricted LLC Interest Agreement (the “Diversegy RIA”), dated as of April 21, 2023, between Diversegy, LLC, a majority owned subsidiary of the Company (“Diversegy”) and Mr. Stein, Mr. Stein was granted a 1% interest in Diversegy (the “Restricted Interest”) that vested or are to vest as to one-third on each of December 22, 2023, 2024 and 2025. Under the Diversegy RIA, in the event of a Change of Control, all of the unvested Restricted Interest held by Mr. Stein shall vest in full immediately.

The following table and related footnote describe and quantify the amount of post-termination payments that would be payable to each of the Named Executive Officers of the Company who have employment agreements in the event of termination of such Named Executive Officer’s employment as of December 31, 2024 under various employment-related scenarios pursuant to the employment agreements entered into with each of the Named Executive Officers set forth in the table below utilizing a per share stock price of $15.59, the closing market price of the Company’s Class B Common Stock on December 31, 2024, the last trading day of 2024. Due to the number of factors that affect the nature and amount of any benefits provided upon the events discussed below, any actual amounts paid or distributed may be different from those presented in the following table. Factors that could affect these amounts include the timing during the year of any such event, the Company’s stock price and the Named Executive Officer’s age.

Name	Benefit ($)	Death ($)	Disability ($)	Change In Control	By Company w/o Cause ($)	By Company w/ Cause ($)	By NEO w/o Good Reason ($)	By NEO w/ Good Reason ($)	CEO Change ($)
Michael Stein	Severance	—	—	—	—	—	—	—	—
	Restricted Stock(1)	—	—	3,351,850	—	—	—	—	—
	Stock Options	—	—	—	—	—	—	—	—
Avi Goldin	Severance	—	—	—	1,633,333	—	—	1,633,333	575,000
	Restricted Stock(1)	—	—	968,139

SEC Form DEF 14A filed by Genie Energy Ltd.