Not independent
Tenure on this board
3.7 yrs
3 nominees · 5 ballot items.
Election of three Class I directors; ratification of Forvis Mazars LLP as independent auditors; advisory approval of named executive officer compensation (Say-on-Pay); advisory vote on frequency of future Say-on-Pay votes (every year/two/three years); and approval of an amendment to the 2022 Omnibus Incentive Plan to add 2,500,000 shares and extend the plan term.
Elect three Class I director nominees (Thaddeus Darden, Michele J. Everard, and Kirk Lazarine) to the Board to serve until the 2029 Annual Meeting.
Ratify the Audit Committee’s appointment of Forvis Mazars, LLP as Granite Ridge’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Non-binding, advisory vote to approve the compensation paid to the named executive officers as disclosed in the Compensation Discussion and Analysis and related tables.
This management-sponsored, non-binding advisory (Say-on-Pay) proposal asks shareholders to approve the Company’s executive compensation disclosures, including the Compensation Discussion and Analysis and related pay tables. Management frames the program as market-aligned, with a significant portion of pay delivered through long-term, performance-based equity (performance stock units and stock options) and time-based restricted stock to promote retention, align management with long-term shareholder value, and mitigate excessive risk-taking. The Compensation Committee engaged an independent consultant, used a peer group analysis, and tied incentives to metrics such as return on capital employed, relative total shareholder return, production growth and Adjusted EBITDAX; they also maintain discretionary authority to adjust awards for individual performance. A shareholder vote in favor would be an endorsement of the Committee’s philosophy and its specific 2025 compensation decisions (including the mix of base salary, cash bonus, and equity awards); a vote against would signal shareholder dissatisfaction and would be considered by the Compensation Committee when setting future pay. The company emphasizes clawback provisions, an anti-hedging policy, and change-in-control and severance protections that conform to market practice, which the Board argues are appropriate to attract and retain talent. Because the vote is advisory, it does not change compensation by itself but carries governance signaling weight and may prompt iterative changes if results show material shareholder concern. Given the Company’s status as a controlled company and the Board’s role in compensation oversight, investors should evaluate both the design of awards and related-party governance context when judging this proposal’s merits. The Board recommends FOR; the Compensation Committee will review results and may adjust programs in response to shareholder feedback.
Non-binding, advisory vote to indicate whether future advisory votes on named executive officer compensation should occur every one, two, or three years (or abstain); the Board recommends every year.
This management proposal asks shareholders, on a non-binding basis, to select the desired frequency (every one, two or three years) for future advisory Say-on-Pay votes. The Board recommends an annual vote, arguing that yearly input allows timely stockholder feedback and supports ongoing engagement on compensation design. The practical effect of this advisory choice is governance signaling: an annual choice increases frequency of shareholder review and potential responsiveness in compensation decisions, while multi-year intervals reduce administrative burden but delay feedback. Because the result is non-binding, the Board retains discretion and may adjust practice regardless of the vote, though a clear shareholder preference for a particular cadence would likely shape future Board practice. For investors evaluating the merits, key considerations include the company’s compensation complexity (performance metrics, long-term performance awards, and related-party arrangements), the pace of business change in the sector, and whether annual oversight materially improves alignment and responsiveness. Given the Company’s controlled-company status and active use of multi-year performance awards, an annual Say-on-Pay could increase accountability and provide more frequent governance signals; conversely, those preferring stability may favor longer intervals. The Board’s recommendation for "EVERY YEAR" reflects its view that more frequent dialogue benefits alignment between management and stockholders.
Approve the First Amendment to the 2022 Omnibus Incentive Plan to (i) increase the share reserve by 2,500,000 shares (to 9,000,000 total) and (ii) extend the plan term by two years, from October 24, 2032 to October 24, 2034.
This management proposal requests shareholder approval of the First Amendment to the 2022 Omnibus Incentive Plan to add 2.5 million shares to the plan reserve and extend its term by two years. Management frames the amendment as necessary to continue granting meaningful equity awards to executives, directors and key employees (including eligible Grey Rock personnel) to align incentives with long-term shareholder value, retention and ownership. The Plan already permits a wide variety of award types (time-based restricted stock, performance-based restricted stock units, stock options, SARs, cash awards) and contains customary limits, change-in-control, clawback, and transfer provisions; the amendment does not change award mechanics beyond share count and term. Board and Compensation Committee rationale emphasizes that without the increase the remaining reserve would be insufficient to support competitive incentive and retention grants, potentially undermining talent retention and alignment. From a governance and dilution perspective, the amendment would increase the fully-diluted share pool available for compensation (approximately 7% of outstanding shares post-increase as of the record date), so shareholders should weigh the expected benefits of continued incentive grants against potential dilution and the Company’s share issuance practices (including performance-based vesting features and price-based vesting tranches). The Board recommends FOR and, if approved, intends to register the additional shares on Form S-8. Analysts evaluating the proposal should assess prior grant pacing, burn rate, mix of performance vs. time-based awards, related-party participation, and the Company’s use of performance metrics to ensure equity grants are strongly tied to measurable long-term value creation.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Grey Rock Energy Management, LLC | 41.90% | 55,265,968 | $324M |
| 2 | HAMILTON LANE ADVISORS LLC | 5.60% | 7,387,888 | $43M |
| 3 | Utah Retirement Systems | 3.98% | 5,243,683 | $31M |
| 4 | Georgetown University | 2.41% | 3,183,114 | $19M |
| 5 | DIMENSIONAL FUND ADVISORS LP | 2.37% | 3,128,347 | $18M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 2.34% | 3,083,172 | $18M |
| 7 | AMERICAN CENTURY COMPANIES INC | 2.27% | 2,998,102 | $18M |
| 8 | BlackRock, Inc. | 1.58% | 2,084,111 | $12M |
| 9 | VANGUARD PORTFOLIO MANAGEMENT LLC | 1.12% | 1,475,852 | $9M |
| 10 | BlackRock, Inc. | 1.10% | 1,449,919 | $9M |
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