David Chang
About David Chang
Independent Director of Battalion Oil Corporation since October 2019; age 45. Chair of the Compensation Committee and member of the Reserves Committee. Senior Vice President at LS Power Development, responsible for originating and managing energy investments across capital structures; previously an analyst in Credit Suisse’s Global Energy investment banking group. Holds a BA in Economics and Mathematics from Columbia University. The Board affirmed his independence under NYSE American rules on March 27, 2025; he met the minimum 75% attendance threshold in 2024, though non-employee directors did not attend the 2024 annual stockholder meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Credit Suisse (Global Energy investment banking) | Analyst | Prior to 2011 | Capital markets and advisory experience relevant to Compensation chair duties |
| LS Power Development, LLC | Senior Vice President | 2011–present | Energy investment origination/management; affiliate relationship with a significant stockholder (Gen IV) |
External Roles
| Organization | Role | Type | Notes/Interlock |
|---|---|---|---|
| LS Power Development, LLC | Senior Vice President | Private company (energy investment) | Affiliate to Gen IV Investment Opportunities (significant BATL stockholder), creating a governance interlock |
| Other public company boards | Not disclosed | — | No additional public directorships are noted in the proxy biography |
Board Governance
| Item | Detail |
|---|---|
| Committees | Compensation (Chair); Reserves (Member) |
| Committee Meetings in 2024 | Compensation: 3; Reserves: 4 |
| Board Meetings in 2024 | 23 meetings; Board acted by unanimous written consent 8 times |
| Attendance | Each director attended at least 75% of Board and committee meetings while serving |
| Annual Meeting Attendance (2024) | Non-employee directors, including Chang, did not attend |
| Independence | Board determined Chang independent under NYSE American rules on March 27, 2025 |
| Executive Sessions | Four executive sessions of non-management directors in 2024 |
Fixed Compensation
| Component | 2024 Value ($) |
|---|---|
| Fees Earned or Paid in Cash | 175,000 |
| Stock Awards | — |
| Option Awards | — |
| All Other Compensation | — |
| Total | 175,000 |
Director Retainer Structure (2024):
- Non-Employee Director Annual Retainer: $150,000
- Compensation Committee Chair Annual Retainer: $25,000
- Fees paid in four equal quarterly installments
Performance Compensation
| Metric | 2024 Detail |
|---|---|
| Annual Director Equity Grant (RSUs/DSUs) | None disclosed; no stock awards reported |
| Option Grants | None disclosed; no option awards reported |
| Performance Conditions (TSR/financial/ESG) | Not applicable for director compensation; no performance-linked director awards disclosed |
Other Directorships & Interlocks
| Entity | Relationship | Detail | Potential Conflict Signal |
|---|---|---|---|
| Gen IV Investment Opportunities, LLC | Significant Stockholder | Beneficially owns ~31.3% of common; Chang is SVP at LS Power, an affiliate of Gen IV | Affiliation may create related-party exposure and conflict pathways |
| Luminus Management, LLC | Significant Stockholder | Beneficially owns ~61.8% of common; board chair is Luminus President (Barrett) | Concentrated control; coordinated investor representation |
| Brookfield Oaktree Holdings, LLC | Significant Stockholder | Beneficially owns ~44.7% of common; Oaktree representative on board (Jegadeesan) | Coordinated investor representation |
| Investor appointees | Board composition | Representatives of Luminus, Oaktree, Gen IV comprise 50% of the Board | Board independence risk; interlocks across major holders |
Expertise & Qualifications
- Energy sector investment and capital-structure expertise (LS Power), relevant to compensation design and reserves oversight .
- Analytical and finance background from Credit Suisse Global Energy .
- Academic foundation in economics and mathematics (Columbia University) .
Equity Ownership
| Measure | Value |
|---|---|
| Total Beneficial Ownership (Common) | — (less than 1%) |
| Ownership as % of Shares Outstanding | <1% (proxy “*” denotes less than one percent) |
| Vested/Unvested Shares | Not disclosed for director |
| Pledged/Hedged Shares | Insider policy prohibits pledging/hedging by directors |
Governance Assessment
-
Strengths
- Independent status affirmed; leads key Compensation Committee and participates on Reserves, indicating active governance roles .
- Formal charters, executive sessions, and risk oversight structures in place; clawback policy adopted November 28, 2023 enhances accountability for incentive compensation .
- Clear director fee structure and market-based approach (target 50th percentile) enhance transparency .
-
Concerns and potential investor confidence impacts
- Corporate Opportunity Amendment proposes renouncing corporate opportunities for stockholders and non-employee directors (including Chang), reducing fiduciary constraints; non-employee directors are not disinterested for this vote under the disinterested majority standard, elevating conflict risk. Preferred Stock Voting Amendment reduces common stockholders’ voting rights on preferred changes, and Officer Exculpation expands protections for officers—collectively weakening minority shareholder protections and governance checks .
- Significant ownership concentration (Luminus, Oaktree, Gen IV) with multiple board representatives; Chang’s LS Power affiliation with Gen IV creates related-party exposure; multiple preferred stock financings with these investors required special committee review—heightened need for robust conflict management .
- Director compensation is entirely cash-based with no equity awards disclosed; Chang shows no beneficial ownership, limiting pay-for-performance alignment and skin-in-the-game signals .
- Compensation Committee did not engage an independent compensation consultant in 2024—a potential gap for objective benchmarking and pay governance .
- Engagement optics: non-employee directors did not attend the 2024 annual stockholder meeting .
-
Watch items
- Outcomes of Proposal 4 sub-proposals (Officer Exculpation, Corporate Opportunity, Preferred Stock Voting, Charter Updates) and any investor response .
- Ongoing use of special committees and independence safeguards in any transactions with significant stockholders .
- Future director equity participation or ownership guideline disclosures to improve alignment (not disclosed in 2025 proxy) .
RED FLAGS: Corporate Opportunity waiver and Preferred Stock Voting changes curtail minority shareholder rights; multi-investor board interlocks (including Chang’s affiliate status) alongside repeat related-party financings; absence of director equity/ownership; non-attendance at the 2024 annual meeting; lack of independent comp consultant in 2024 .