Gregory Hinds

About Gregory S. Hinds

Gregory S. Hinds, age 61, is an independent director of Battalion Oil Corporation, serving since October 2019 and currently chairs the Reserves Committee while serving on the Audit and Compensation Committees . He founded Fenceline Minerals, LLC in 2017 and previously was COO of Jagged Peak Energy (2013–2017) and Ute Energy, with earlier roles at Bill Barrett Corporation, Pennaco Energy, and Barrett Resources; he holds a B.S. in Geology from LSU and an M.S. in Geology from Texas A&M and is a Registered Professional Geologist in Utah, Wyoming, and Texas .

Past Roles

External Roles

Board Governance

• Committee assignments: Reserves (Chair); Audit (Member); Compensation (Member) .
• Independence: Board affirmed Hinds is independent under NYSE American rules on March 27, 2025 .
• Board activity and attendance: Board held 23 meetings in 2024 and acted by unanimous written consent 8 times; each director attended at least 75% of Board and relevant committee meetings .
• Committee meetings in 2024: Audit (4), Compensation (3), Nominating & Corporate Governance (4), Reserves (4) .
• Executive sessions: Non-management directors held four executive sessions without management in 2024 .
• Annual meeting attendance: At the 2024 annual meeting, none of the non-employee directors attended (attendance encouraged but not required) .
• Insider trading policy: Prohibits short sales, options, derivatives, margin accounts, and pledging of Company securities .

Fixed Compensation

• No additional meeting fees disclosed; employee directors receive no extra compensation .

Performance Compensation

Other Directorships & Interlocks

• Board composition includes representatives of significant stockholders: Jonathan D. Barrett (Luminus), Ajay Jegadeesan (Oaktree), David Chang (LS Power/Gen IV); transactions with these investors were approved by a special committee of disinterested directors .
• Corporate Opportunity Amendment proposal would waive corporate opportunity duties for stockholders and non-employee directors, permitting competition and renouncing the Company’s expectancy in certain opportunities (applies to non-employee directors like Hinds if adopted) .

Expertise & Qualifications

• Education: B.S. Geology (Louisiana State University) and M.S. Geology (Texas A&M University) .
• Professional credentials: Registered Professional Geologist in Utah, Wyoming, and Texas .
• Technical expertise: Geology, exploration, asset development, operations in Uinta Basin and unconventional plays .
• Committee-relevant skills: Reserves oversight aligned with geology/operations background; Audit and Compensation literacy affirmed by Board (Audit Committee financial literacy for all members) .

Equity Ownership

• Shares outstanding as of March 31, 2025: 16,456,563 .
• Pledging/hedging: Company policy prohibits holding in margin accounts or pledging Company securities; hedging via derivatives is prohibited .
• Director stock ownership guidelines: Not disclosed in proxy; Corporate Governance Guidelines are available on the website, but specifics not provided in the filing .

Governance Assessment

• Strengths:

  • Deep technical and operational background aligned with Reserves Committee chair role; serves on Audit and Compensation Committees, supporting board effectiveness in technical oversight and governance .
  • Independence affirmed, with formal committee charters and annual evaluations; Audit Committee confirms financial literacy for members .
  • Insider trading policy bans hedging and pledging, supporting alignment and risk control .
  • Board conducted four executive sessions without management, enabling independent oversight .

• Concerns and potential investor confidence signals:

  • Director pay is entirely cash in 2024 with no equity grants; Hinds’ personal ownership is modest relative to shares outstanding, which may limit alignment strength compared to equity-based compensation .
  • Corporate Opportunity Amendment seeks to waive corporate opportunity duties for stockholders and non-employee directors, explicitly permitting competition and renouncing corporate expectancy in certain opportunities—this introduces structural conflict risk notwithstanding independence determinations .
  • Significant stockholder influence: Luminus, Oaktree, and Gen IV hold preferred and common stakes and have board representatives; while transactions were vetted by disinterested committees, concentration of influence merits monitoring .
  • Compensation Committee did not engage an independent compensation consultant in 2024, relying on prior analyses, which may reduce perceived rigor of pay benchmarking in a dynamic environment .
  • Non-employee directors did not attend the 2024 annual meeting (attendance encouraged but not required), which some investors view as a soft governance signal .

RED FLAGS

• Proposed Corporate Opportunity Amendment waives corporate opportunity for non-employee directors and stockholders, increasing the risk of conflicts and reduced duty to present overlapping opportunities to the Company .
• Highly concentrated ownership and board representation by significant investors (Luminus, Oaktree, Gen IV) alongside structural charter changes (Preferred Stock Voting Amendment) that can reduce common stockholder voting on preferred term modifications .

• Shareholder feedback context: In 2024, stockholders approved an annual say-on-pay frequency with ~79% of votes; for 2025 the Board recommends triennial frequency, indicating a shift in engagement cadence to longer intervals .