Adams Resources & Energy : 2023 PROXY

ADAMS RESOURCES & ENERGY, INC.

17 South Briar Hollow Lane, Suite 100

Houston, Texas 77027

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON MAY 9, 2023

To the Shareholders of Adams Resources & Energy, Inc.:

The Annual Meeting of Shareholders of Adams Resources & Energy, Inc. will be held at 17 South Briar Hollow Lane, Suite 100, Houston, Texas 77027, on Tuesday, May 9, 2023 at 11:00 a.m., Houston time, to consider the following matters:

1. To elect a board of seven directors to serve for the next year or until their successors are elected and qualified;
2. To consider and act upon an advisory resolution on executive compensation;
3. To ratify the Audit Committee's selection of KPMG LLP to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2023; and
4. To transact any other business as may properly come before the annual meeting or any adjournments thereof.

Further information regarding the meeting and the above proposals is set forth in the accompanying Proxy Statement. The close of business on March 31, 2023 has been fixed as the record date for the determination of shareholders entitled to receive notice of and to vote at the Annual Meeting or any adjournment(s) thereof.

By Order of the Board of Directors /s/ David B. Hurst

David B. Hurst

Secretary

Houston, Texas

April 3, 2023

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY

MATERIALS FOR THE ANNUAL SHAREHOLDER MEETING

TO BE HELD ON MAY 9, 2023.

OUR PROXY STATEMENT AND 2022 ANNUAL REPORT

ARE ALSO AVAILABLE AT www.adamsresources.com.

YOU ARE INVITED TO ATTEND THE MEETING. EVEN IF YOU PLAN TO ATTEND, YOU ARE URGED TO SIGN, DATE AND MAIL THE ENCLOSED PROXY PROMPTLY. THE ENCLOSED RETURN ENVELOPE MAY BE USED FOR THAT PURPOSE. IF YOU ATTEND THE MEETING, YOU CAN VOTE AT THE MEETING OR BY PROXY.

ADAMS RESOURCES & ENERGY, INC.

PROXY STATEMENT

FOR

2023 ANNUAL MEETING OF SHAREHOLDERS

To Be Held on May 9, 2023

This Proxy Statement and accompanying proxy are being furnished to our shareholders in connection with the solicitation of proxies by the Board of Directors ("Board") of Adams Resources & Energy, Inc., a Delaware corporation (the "Company"), for use at our 2023 Annual Meeting of Shareholders to be held at 17 South Briar Hollow Lane, Suite 100, Houston, Texas 77027, on Tuesday, May 9, 2023 at 11:00 a.m., Houston time, and any and all adjournments thereof (such meeting or adjournment(s) thereof referred to as the "Annual Meeting"), for the purposes set forth in the accompanying Notice of Annual Meeting of Shareholders.

This Proxy Statement and the accompanying proxy are being mailed to shareholders on or about April 3, 2023. Unless otherwise indicated, the terms the "Company," "our," "we," "us" and similar terms refer to Adams Resources & Energy, Inc. together with our subsidiaries.

We will pay the cost of solicitation of the proxies. In addition to solicitation by mail, proxies may be solicited personally by telephone or e-mail by our directors, officers and employees, and arrangements may be made with brokerage houses or other custodians, nominees and fiduciaries to send proxies and proxy material to their principals. We will bear the compensation and expenses of such firms, if any, which are not expected to exceed $1,000. Currently, we have not entered into any arrangements with any firm to aid in the solicitation of proxies.

QUORUM AND VOTING REQUIREMENTS

At the close of business on March 31, 2023, the record date of those entitled to receive notice of and to vote at the Annual Meeting, we had outstanding 2,534,671 shares of common stock, $0.10 par value per share ("Common Stock"). The presence, in person or by proxy, of a majority of the outstanding shares of Common Stock on the record date is necessary to constitute a quorum at the Annual Meeting. Abstentions will be considered present at the Annual Meeting and counted toward the quorum. Broker non-votes (which are shares represented by proxies, received from a bank or broker, that are not voted on a matter because the bank or broker did not receive voting instructions from the shareholder) will be treated the same as abstentions for quorum purposes. Each share of Common Stock is entitled to one vote on all issues requiring a shareholder vote at the Annual Meeting. Under our Bylaws, directors are elected by a plurality vote, meaning votes withheld and broker non-votes will not have an effect on director elections. Shareholders may not cumulate their votes for the election of directors. All other matters require the affirmative vote of the holders of a majority in voting power of the shares of capital stock of the Company which are present in person or represented by proxy and entitled to vote thereon. Abstentions will therefore have the same effect as a vote against a proposal, while broker non-votes will not be considered entitled to vote and will not have any effect on the outcome.

Under applicable rules of the New York Stock Exchange, the auditor ratification proposal (Item 3) is considered a "routine" matter and a shareholder's shares may be voted on such proposal if they are held in the name of a brokerage firm even if the shareholder does not provide voting instructions. The other proposals being considered and voted upon at the Annual Meeting are "non-routine" matters for which brokers may not vote absent voting instructions from the beneficial owner.

All shares represented by properly executed or submitted proxies, unless previously revoked, will be voted at the Annual Meeting in accordance with the directions on the proxies. If no direction is indicated, the shares will be voted "FOR" the election as directors of the nominees listed herein, "FOR" the advisory resolution on executive compensation, "FOR" the ratification of our independent auditors, and in the discretion of the persons named in the proxy in connection with any other business that may properly come before the Annual Meeting. The enclosed proxy, even though executed and returned, may nevertheless be revoked at any time before it is voted by the subsequent execution and submission of a revised proxy, by written notice of revocation to our Secretary at the address set forth above or by voting at the Annual Meeting. However, simply attending the Annual Meeting and not voting will not revoke a previously submitted proxy.

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ITEM 1 - ELECTION OF DIRECTORS

A slate of seven directors is presented for election at the Annual Meeting. The persons named in the enclosed proxy have been selected by the Board to serve as proxies ("Proxy Holders") and will vote the shares represented by valid proxies at the Annual Meeting and any adjournments thereof. The Proxy Holders have indicated that they intend to vote "FOR" each of the persons named as a nominee below unless authority to vote in the election of directors is withheld on each proxy or unless otherwise specified on each proxy. Each duly elected director will hold office until the 2024 Annual Meeting of Shareholders or until his or her successor shall have been elected and qualified. Although our Board does not contemplate that a nominee will be unable to serve, if such a situation arises prior to the Annual Meeting, the Proxy Holders will vote for the election of such other person as may be nominated by the Board. Proxies cannot be voted in the election of directors for more than seven persons, as that is the number of nominees named herein.

Directors shall be elected by a plurality of the votes of the shares present or represented by proxy and entitled to vote at the Annual Meeting. Votes that are withheld and broker non-votes will not be counted in the tabulations of the votes cast on Item 1 and will have no effect on the outcome of the vote.

The Board of Directors unanimously recommends that shareholders vote "FOR" the election of the nominees listed below to our Board of Directors.

For each of our director nominees, the following table sets forth their names, ages, principal occupations and length of continuous service as a director of the Company.

						Director
Nominee		Age		Principal Occupation		Since
Townes G. Pressler	87		Chairman of the Board of the Company	2011
Michelle A. Earley	51		Partner - O'Melveny & Meyers LLP	2015
Murray E. Brasseux	74		Retired - Former Bank Managing Director of Oil & Gas Finance	2015
				at Compass Bank
Richard C. Jenner	61		Managing Partner - Endeavor Natural Gas, LP	2016
John O. Niemann, Jr.	66		President and Chief Operating Officer - Arthur Andersen LLP	2019
Dennis E. Dominic	71		Retired - Former Vice President of Domestic Crude Supply	2019
				and Trading at Valero Energy Corporation
Kevin J. Roycraft	53		Chief Executive Officer and President of the Company	2022

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Townes G. Pressler

Mr. Pressler is Chairman of the Board of the Company and has served in this capacity since September 2017, when he was appointed Executive Chairman and Chairman of the Board. Effective December 31, 2019, he retired from the position of Executive Chairman. Mr. Pressler is President of Tepee Petroleum Company, an independent oil and gas producer based in Houston that he founded in 1978. In 1985, he founded and is currently chairman of VSO Inc. (formerly Pressler Petroleum Consultants, Inc.), which provides engineering consulting services. Prior to 1985, Mr. Pressler was President of Philip Hill Energy, President of Republic Oil and Gas Corp., and Chief Petroleum Engineer for Barnhart Co. after his initial years with ExxonMobil. Mr. Pressler holds a Bachelor of Science in Petroleum Engineering from the University of Texas and is a Registered Professional Engineer.

Mr. Pressler has been nominated to serve on the Board in light of his extensive business and management experience in the energy industry and his history with the Company.

Michelle A. Earley

Ms. Earley is a Partner at the law firm of O'Melveny & Meyers LLP, having joined the law firm in April 2022. Ms. Earley was previously with the law firm, Locke Lord LLP, having joined the law firm in 1998, where she served as a Partner since 2008. Ms. Earley has extensive experience in merger, acquisition and disposition transactions, securities regulation matters and securities offerings, including representing purchasers and sellers of publicly-traded and privately-held companies, representing issuers and selling shareholders in connection with the public offering and private placement of debt and equity securities, tender offers, exchange offers and advising management and boards of directors on general corporate governance matters. Ms. Earley has been a member of the board of directors of Murphy Oil Corporation since June 2021. She holds an undergraduate degree from Texas A&M University and a Juris Doctor from Yale Law School.

Ms. Earley has been nominated to serve on the Board in light of her extensive experience in merger and acquisition transactions, including representing publicly traded companies for many years.

Murray E. Brasseux

Mr. Brasseux has extensive commercial and financial banking experience including energy lending practices. He retired from Compass Bank in December 2014 after 20 years of service, having most recently served as Managing Director of Oil & Gas Finance. Following retirement, Mr. Brasseux served as a consultant to Compass Bank from January 2015 to June 2015 and as a consultant to Loughlin Management Partners (a restructuring and advisory firm) from June 2015 to December 2017. In January 2019, Mr. Brasseux joined the board of directors of the general partner of Enterprise Products Partners, L.P. and currently serves on its audit and conflicts committee. Mr. Brasseux also serves on the board of the Rare Book School (an affiliate of the University of Virginia). He holds a Bachelor of Science in Finance and a Master of Science in Finance from Louisiana State University.

Mr. Brasseux has been nominated to serve on the Board in light of his extensive commercial and financial experience in the banking industry, including energy lending practices.

Richard C. Jenner

Mr. Jenner is the managing partner of Endeavor Natural Gas, LP ("Endeavor"), a private equity backed upstream energy company with operations throughout Texas and Louisiana. Mr. Jenner founded Endeavor in November 2001, and held the position of co-managing partner until September 2020. He has been active in the oil and gas industry for over 30 years, having worked for Santa Fe Minerals, Torch Energy Advisors and Tepee Petroleum Company. His experience throughout his career has touched on all aspects of managing an independent oil and gas producer, including operations, engineering, accounting, and mergers and acquisitions. Mr. Jenner holds a Bachelor of Science in Petroleum Engineering from the Colorado School of Mines and a Master of Business Administration from the University of Chicago.

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