Gayle Burleson
About Gayle Burleson
Gayle Burleson (age 59) is an independent director at Atlas Energy Solutions (AESI) since March 2023. She serves on the Audit Committee and is Chair of the Compensation Committee; she was appointed at IPO due to deep energy industry experience, with a B.S. in Chemical Engineering from Texas Tech University . The Board has determined she is independent under NYSE and SEC rules; independent directors meet in executive session at least annually .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Concho Resources (NYSE: CXO) | SVP, Business Development & Land | May 2017 – Jan 2021 (acquired by ConocoPhillips) | Senior leadership across BD/Land |
| Concho Resources | Various roles with increasing responsibility | ~2006 – 2017 | Leadership progression |
| BTA Oil Producers; Mobil Oil; Parker & Parsley; Exxon | Engineering/operations roles | Earlier career | Upstream engineering/operations foundation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Sitio Royalties (public) | Director | Dec 2022 – present (via merger of Brigham Minerals) | Former director at Brigham Minerals (Jan 2022–Dec 2022) |
| Select Water Solutions, Inc. (public) | Director | Since 2021 | Ongoing directorship |
| Chisholm Energy Holdings, LLC (private) | Director | May 2021 – Feb 2022 (acquired by Earthstone) | Private E&P, exited on sale |
Board Governance
| Item | Detail | Evidence |
|---|---|---|
| Board class/term | Class III director (Class III serves until 2026 annual meeting) | |
| Committee assignments | Audit Committee member; Compensation Committee Chair | |
| Independence | Independent under NYSE and SEC; also independent for Audit and Compensation Committee membership | |
| Attendance | Each director attended ≥75% of Board/committee meetings in 2024; Board held 4 regular and 7 special meetings | |
| Committee activity | Audit Committee met 10x in 2024; Compensation Committee met 5x in 2024 | |
| Executive sessions | At least one executive session of independent directors annually | |
| Special committee service | Served on Special Acquisition Committee for Hi-Crush acquisition; received $5,000 additional cash |
Fixed Compensation
| Year | Cash Retainer ($) | Committee Chair/Other Fees ($) | Total Cash ($) | Evidence |
|---|---|---|---|---|
| 2024 | 75,000 | 25,000 (20,000 Comp Chair + 5,000 Special Acquisition Committee) | 100,000 | |
| 2023 | Pro-rated base and chair fees | Included in disclosed cash | 77,583.33 |
Notes:
- 2024 non-employee director program: $75,000 base cash; chair fees: Audit $30,000, Compensation $20,000, Nominating & Corporate Governance $20,000 .
- Additional $5,000 paid to Burleson for Special Acquisition Committee work on the Hi-Crush transaction .
Performance Compensation
| Year | Equity Type | Grant Target ($) | Vesting | RSUs Outstanding at Year-End | Evidence |
|---|---|---|---|---|---|
| 2024 | RSUs | 145,000 | Vest on 1-year anniversary of grant date | 6,866 as of 12/31/2024 | |
| 2023 | RSUs | 128,815 grant-date fair value (individual) | Annual RSU award; directors received shares based on IPO price for initial award | 8,056 as of 12/31/2023 |
Additional context:
- Company did not grant stock options or similar awards in 2024; equity for directors is in RSUs (time-based) .
- Directors can elect to take cash retainer in equity; several did in 2024 (not indicated for Burleson) .
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Notes |
|---|---|---|---|
| Sitio Royalties | Public | Director | Successor to Brigham Minerals (founded by AESI Executive Chairman Bud Brigham); signals network connectivity but Board affirms Burleson’s independence |
| Select Water Solutions, Inc. | Public | Director | Water services to energy sector; no AESI-related party transactions disclosed with Burleson |
| Brigham Minerals (prior) | Public (now merged) | Director (Jan 2022–Dec 2022) | Historical tie to Brigham ecosystem; not an interlock with AESI management roles |
| Chisholm Energy Holdings | Private | Director (May 2021–Feb 2022) | Prior private board service; exited on sale |
The proxy states no Compensation Committee interlocks or insider participation for AESI (i.e., no reciprocal exec/director relationships) .
Expertise & Qualifications
- 25+ years upstream energy experience across engineering, operations, land and business development; senior executive track at Concho Resources before its sale to ConocoPhillips .
- B.S., Chemical Engineering, Texas Tech University .
- Governance experience across multiple public boards, including compensation oversight (AESI Comp Committee Chair) .
Equity Ownership
| As of | Beneficial Shares | % Outstanding | RSUs Outstanding | Hedging/Pledging | Evidence |
|---|---|---|---|---|---|
| Mar 18, 2025 | 14,922 | Less than 1% (company table asterisk) | — | Company policy prohibits hedging and restricts pledging above 15% of market value; no pledging disclosed for Burleson | |
| Dec 31, 2024 | — | — | 6,866 RSUs | — | |
| Dec 31, 2023 | — | — | 8,056 RSUs | — |
Notes:
- Shares outstanding used for percentages: 123,578,181 (Mar 18, 2025) .
- No specific pledge or hedge activity disclosed for Burleson; policy bans hedging and limits pledging for all directors/officers .
Governance Assessment
-
Strengths
- Independent director with sector-operating depth; chairs Compensation Committee and serves on Audit—key for pay discipline and financial oversight .
- Committee engagement appears robust (Comp met 5x; Audit met 10x in 2024); Board attendance threshold met (≥75%) .
- Director pay structure balanced: $100k cash (incl. Chair + Special Committee) and $145k RSUs in 2024, aligning with shareholders via equity .
- No Compensation Committee interlocks; Section 16(a) compliance noted for 2023 period .
-
Watch items / potential risks
- Low direct ownership (<1% beneficial) may limit economic alignment relative to founders; however, annual RSUs build exposure over time .
- A&R Stockholders’ Agreement gives founder (Bud Brigham) ongoing nomination rights and requires at least one founder-designee on each key committee while thresholds are met; potential perception of influence on committee dynamics (though Burleson is independently determined) .
- Annual meeting attendance policy is informal; only 12% of directors attended the 2024 annual meeting (company-wide statistic), which can be viewed negatively by some investors (not specific to Burleson) .
-
Signals
- Signature on Compensation Committee Report as Chair underscores active oversight of pay practices; 2024 executive pay metrics emphasized Adjusted EBITDA, Adjusted FCF, Relative TSR, ROCE—performance-oriented philosophy she oversees .
- Service on Special Acquisition Committee (Hi-Crush) suggests Board trusted her with transaction oversight; modest incremental fee reduces concerns about deal-related incentives .
Director Compensation (Detail)
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) | Notes |
|---|---|---|---|---|
| 2024 | 100,000 | 145,000 | 245,000 | Includes $20,000 Comp Chair + $5,000 Special Acquisition Committee |
| 2023 | 77,583.33 | 128,815 | 206,398.33 | IPO-year ramp; RSUs based on target/IPO price convention for initial grant |
Performance Compensation (Structure and Metrics)
- Director equity: Annual RSU award target of $145,000; vests after one year of service; RSUs accrue dividend equivalents payable on vest .
- No stock options granted by the company in 2024; director equity is time-based RSUs, not options .
- For context on pay philosophy overseen by the Compensation Committee (executive compensation), the most important performance measures in 2024 were Adjusted FCF, Adjusted EBITDA, Relative TSR, and ROCE; directors’ own equity is time-based (no director-specific performance metrics) .
Related Party / Conflicts Check
- Independence affirmed for Burleson under NYSE/SEC rules, including eligibility for Audit and Compensation Committees .
- No Compensation Committee interlocks; no disclosed related-party transactions involving Burleson in proxy .
- Stockholders’ Agreement grants founder nomination rights and committee seat placement for founder-designees—Board-level governance structure to monitor as it can affect perceived independence, though not a specific conflict tied to Burleson .
Say-on-Pay & Shareholder Feedback
- 2025 agenda includes advisory vote on frequency of future say-on-pay (Board recommends one year); no historical say-on-pay approval percentages disclosed in excerpts reviewed .
Summary Implications for Investors
- Burleson brings material operating expertise and appears to be an engaged, independent chair of a key committee, which supports governance quality and pay discipline. Equity grants create alignment, though her overall personal stake remains small (<1%). Founder control rights embedded in the Stockholders’ Agreement warrant continued monitoring for committee independence and Board refresh dynamics .