Not independent
Tenure on this board
21.4 yrs
6 nominees · 4 ballot items.
Election of six directors; advisory approval of named executive officer compensation (say-on-pay); ratification of Deloitte & Touche LLP as independent auditors; approval to amend the 2023 Incentive Compensation Plan to increase shares available from 10,000,000 to 22,000,000.
Elect six directors to serve until the 2027 Annual Meeting and until their successors are elected and qualified.
Non-binding, advisory approval (say-on-pay) of the compensation of the Company’s named executive officers as disclosed in the proxy statement.
Proposal 2 requests a non-binding advisory approval of the company’s named executive officer compensation as described in the CD&A and related tables. Management seeks this advisory vote to provide shareholders a mechanism to express their view on executive pay and to inform the Compensation Committee’s future decisions. The Compensation Committee emphasizes alignment of pay with company performance through a mix of cash and long-term equity (60% PSUs/40% RSUs), multi-year vesting, and performance metrics including TSR, CROCE, and proved reserves; adjustments have been made since 2023 to increase equity mix, reduce cash pay, remove single-trigger change-in-control vesting, and cap annual bonus at 200% of target in response to shareholder feedback. The board recommends "FOR" citing shareholder outreach results showing increased say-on-pay support and describing governance changes and compensation philosophy. Because the vote is advisory, it does not bind the Board but will be considered in future decisions; abstentions count as “AGAINST” and broker non-votes have no effect.
Ratify appointment of Deloitte & Touche LLP as independent registered public accountants for year ending December 31, 2026.
Amend the 2023 Incentive Compensation Plan to increase authorized shares available for issuance from 10,000,000 to 22,000,000.
Proposal 4 asks shareholders to approve an amendment to the Company’s 2023 Incentive Compensation Plan to increase the share reserve by 12,000,000 shares (from 10 million to 22 million). Management asserts the increase is needed because the plan is fully utilized as of March 31, 2026 and to ensure the Company can continue to grant equity awards to attract and retain executives and employees, preserve alignment with shareholders, and avoid shifting to potentially more costly cash-based awards. The Compensation Committee’s analysis considered historical grant practices, anticipated share usage, burn rate, dilution (projected at 8.07%), and counsel from Meridian, the committee’s consultant, concluding the increase is reasonable to support near-term equity grants while monitoring usage; shareholders are asked to approve the Amendment because shareholder approval is required to increase the authorized reserve. The Board recommends a vote FOR, citing recruitment, retention, and alignment rationales, and noting the alternative would likely force cash compensation or other changes that could harm competitiveness.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | TWO SIGMA INVESTMENTS, LP | 3.5% | 5,138,105 | $18M |
| 2 | GOLDMAN SACHS GROUP INC | 3.1% | 4,640,705 | $16M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 2.8% | 4,162,802 | $14M |
| 4 | BlackRock, Inc. | 2.4% | 3,538,709 | $12M |
| 5 | BlackRock, Inc. | 2.3% | 3,372,735 | $12M |
| 6 | MARSHALL WACE, LLP | 2.1% | 3,161,281 | $11M |
| 7 | AMERIPRISE FINANCIAL INC | 2.1% | 3,149,181 | $11M |
| 8 | D. E. Shaw Co., Inc.Activist | 2.0% | 2,926,134 | $10M |
| 9 | VANGUARD PORTFOLIO MANAGEMENT LLC | 1.9% | 2,776,512 | $9M |
| 10 | STATE STREET CORP | 1.8% | 2,671,239 | $9M |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.