Matthew Steele
About Matthew Steele
Matthew B. Steele, 46, is Chief Executive Officer and also serves as Principal Financial Officer of Battalion Oil Corporation; he joined the board and became CEO in April 2023. He holds a B.S. in Chemical Engineering with Honors from the University of Houston . Company pay-versus-performance disclosures show the value of a $100 initial investment in BATL fell to $20.72 in 2024 (from $115.78 in 2023), with net income of $(31,882,115) in 2024 (vs. $(3,048,000) in 2023 and $18,539,000 in 2022) . The Board designates Steele as CEO and director, with five of six directors deemed independent and the Chair role separated from the CEO, which mitigates (but does not eliminate) dual-role governance concerns; Steele is not a committee member .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Bruin E&P Partners LLC | Founder; Chief Executive Officer & President | Sep 2015 – Mar 2021 | Founded and led E&P operator through industry cycles |
| Yellow Rock LLC | Senior Advisor | Oct 2021 – Jun 2023 | Advised on energy investments/operations |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CarbonPath, Inc. | Director (founder; board member) | Mar 2021 – Present | Carbon markets; industry network/ESG optionality |
| Bowline Energy LLC | Director | Aug 2021 – Dec 2023 | Upstream portfolio governance |
| Bruin Management Operating LLC | Director | Mar 2021 – Oct 2023 | Operating oversight post-Bruin |
Fixed Compensation
| Metric (USD) | 2023 | 2024 |
|---|---|---|
| Base Salary (paid) | $187,500 | $294,063 |
| Adjusted Base Rate (effective date) | — | $367,500 (effective Aug 16, 2024) |
| Actual Annual Bonus Paid | $125,000 | $367,500 |
| All Other Compensation | $683 | $1,107 (LTD premium; no 401(k) match) |
Notes:
- No grants of plan-based equity awards were made to NEOs in 2024 .
Performance Compensation
- Annual cash incentive design (2024):
- Target opportunity: 100% of base salary; maximum: 200% of base salary; 0% if below minimum .
- Metrics categories: health & safety; capital efficiency (oil production, capex); cost control (LOE/boe, cash G&A, well costs); financial (EBITDA, leverage, oil deducts); consummation of a change-in-control; corporate (market cap, RBL syndication, asset monetization) .
- Committee retained broad discretion; specific metric weightings/targets/actuals were not disclosed .
| Metric Category | Weighting | Target | Actual | Payout Linkage | Vesting/Timing |
|---|---|---|---|---|---|
| Health & Safety | Not disclosed | Not disclosed | Not disclosed | Discretionary overlay | Annual cash |
| Capital Efficiency | Not disclosed | Not disclosed | Not disclosed | Discretionary overlay | Annual cash |
| Cost Control | Not disclosed | Not disclosed | Not disclosed | Discretionary overlay | Annual cash |
| Financial (EBITDA/leverage/oil deducts) | Not disclosed | Not disclosed | Not disclosed | Discretionary overlay | Annual cash |
| Change-in-Control milestone | Not disclosed | Not disclosed | Not disclosed | May influence payout | Annual cash |
| Corporate goals | Not disclosed | Not disclosed | Not disclosed | Discretionary overlay | Annual cash |
- Retention & 2025 bonus prepayment (adopted Mar 4, 2025):
- Retention Bonus: $137,500 in early Mar 2025 and $137,500 at Dec 31, 2026 if employed; clawback if voluntary quit/for-cause .
- 2025 Bonus Prepayment: $183,750 (50% of target) after Q2 2025; clawback if not employed through Dec 31, 2025 .
- Board directed exploring repurchase of shares issued upon RSU vesting at $3.00/share (50% near-term; 50% around Dec 31, 2026); not yet implemented .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Total beneficial ownership (as of Mar 31, 2025) | 8,782 shares; <1% of class (16,456,563 shares outstanding) |
| Options (exercisable / unexercisable) | None reported for Steele |
| Unvested RSUs / PSUs at 12/31/2024 | None; performance units were terminated for not meeting TSR metrics |
| RSU treatment | Base RSU shares were settled and paid in cash at March 2025 vest date |
| Hedging/Pledging | Prohibited: no short sales, derivatives, margin accounts, or pledging of Company stock |
| Ownership guidelines (exec) | Not disclosed in proxy |
Employment Terms
| Term | Without Cause / Good Reason | Following Change of Control |
|---|---|---|
| Severance Cash | $28,269 (4 weeks of base) | $28,269 |
| Vesting of RSUs | — (none outstanding) | — (none outstanding) |
| Retention + 2025 Prorated Bonus | $321,250 (retention + prorated target bonus through June 30, 2025) | $321,250 |
| Change-of-Control Bonus | — | $1,270,000 |
| Other Benefits | $5,398 (COBRA + $2k outplacement) | $5,398 |
| Non-Compete | Not specified for Steele (Rohling: 6 months) | |
| Non-Solicit & Confidentiality | Non-solicit 1 year; confidentiality obligations continue | |
| Clawback | Incentive Compensation Recoupment Policy adopted Nov 28, 2023 (restatement-triggered recovery) | |
| Employment Agreement | Proxy discloses employment agreements for Rohling and Mayer (auto-renew); none disclosed for Steele |
Board Governance (Director Service)
- Service history and roles:
- Director since Apr 2023; current position: Director and CEO; Age 46 .
- Committee roles: None (not a member; all four committees are fully independent and chaired by non-employee directors) .
- Independence: Steele is management (non-independent); five of six directors determined independent on Mar 27, 2025 .
- Board structure: Separate Chair (Jonathan D. Barrett); CEO and Chair roles split; non-management directors held 4 executive sessions in 2024 .
- Attendance: Each director attended at least 75% of Board and committee meetings in 2024 .
- Employee directors receive no additional director compensation .
Performance & Track Record Indicators
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Value of $100 Initial Investment (TSR) | $116.99 | $115.78 | $20.72 |
| Net Income (USD) | $18,539,000 | $(3,048,000) | $(31,882,115) |
Notes:
- Steele signed multiple 8-Ks and press releases as CEO in 2025, reflecting active involvement in capital markets communications .
Compensation Structure Analysis
- Mix shift toward cash and retention: No LTI awards in 2024; 2025 plan emphasizes cash Retention Bonuses and a 50% target bonus prepayment, increasing fixed/near-cash compensation versus at-risk equity; base salary rate increased to $367,500 effective Aug 16, 2024 .
- Performance equity outcomes tightened: Performance units tied to relative TSR did not vest and were terminated; base RSUs were cash-settled at vesting, reducing future share overhang .
- Transaction incentives: 2024 incentives included a change-in-control consummation metric, and a separate change-in-control cash bonus for Steele of $1.27 million indicates strong alignment to deal completion outcomes .
- Governance and clawbacks: Company adopted a Dodd-Frank–compliant recoupment policy in Nov 2023; hedging and pledging prohibitions reduce misalignment risks .
Risk Indicators & Red Flags
- Low direct ownership: Steele beneficially owns 8,782 shares (<1%), indicating limited direct equity exposure; hedging/pledging is prohibited, which mitigates adverse alignment practices .
- Dual officer roles: Steele serves as both CEO and Principal Financial Officer, concentrating financial reporting responsibilities in the CEO’s office; governance mitigants include independent committees and a separate Chair .
- Preferred shareholder influence and corporate opportunity waiver proposal: Significant stockholders (Luminus, Oaktree, Gen IV) hold large stakes and board seats; the 2025 proxy proposes renouncing certain corporate opportunities for identified persons, which may elevate perceived conflicts if adopted .
Director Compensation (for context)
- Non-employee director cash retainers in 2024: $150,000 per director; additional $25,000 for each committee chair; $225,000 for non-executive Chair; employee directors (including Steele) receive no additional pay .
Equity Ownership Context (Top Holders)
- As of Mar 31, 2025: Luminus 61.8%; Brookfield Oaktree 44.7%; Gen IV 31.3%; board/management group 62% including affiliated holdings; shares outstanding 16,456,563 .
Investment Implications
- Pay-for-performance alignment: With no 2024 LTI grants, cash settlement of RSUs, and a sizable change-in-control bonus, Steele’s incentive stack skews toward cash/transaction outcomes rather than long-duration equity, increasing the probability of deal-driven actions over multi-year organic value creation .
- Selling pressure and float dynamics: RSU cash settlement in March 2025 and the Board’s directive to potentially repurchase RSU shares at $3.00 (if implemented) suggest limited incremental selling pressure from vestings and potential episodic buy-side support at defined levels .
- Retention risk: Two-step Retention Bonuses through Dec 31, 2026 and 2025 bonus prepayment with clawbacks materially reduce near-term departure risk for Steele, anchoring continuity through M&A or strategic outcomes .
- Governance quality versus control risk: Separate Chair and fully independent committees are positives; however, concentrated preferred/common ownership and proposed charter amendments on corporate opportunities warrant monitoring for minority shareholder alignment .
- Operating/market performance: Negative 2024 net income and steep TSR decline contextualize 2024–2025 incentive recalibration and potential strategic alternatives; short-term cash-heavy incentives could be viewed as bridging to a transaction or repositioning .