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Matthew Bob

Director at Berry Corp (bry)Berry Corp (bry)
Board

About Matthew Bob

Matthew “Matt” Bob, age 68, is an independent director at Berry Corporation (BRY) and Managing Partner of MB Exploration, LLC, which he founded in 1994 to provide E&P advisory services . He joined Berry’s Board on October 23, 2024, bringing over 30 years of oil and gas advisory and board experience . Bob holds a BA in Geological and Earth Sciences/Geosciences from Saint Louis University and an MS in Geological and Earth Sciences/Geosciences from the University of Memphis; he is a Registered Professional Geologist in Texas, Mississippi, and Louisiana, NACD Directorship Certified, and a member of AAPG, SEG, and the Dallas Petroleum Club .

Past Roles

OrganizationRoleTenureCommittees/Impact
Callon Petroleum Company (CPE)Director; Compensation Committee Chair; Board ChairDirector 2014–2024; Comp Chair 2018–2023; Board Chair 2023–2024Chaired Compensation Committee; served as Board Chair until CPE merged into Apache Corporation
SouthCross Energy Partners LLCDirector2020–2022Midstream natural gas processing & transportation oversight in South Texas
Eagle Oil & Gas Co.President2014–2022Led privately held independent oil & gas company
Union Oil Company of CaliforniaGeologist; various rolesEarly careerHeld geological positions of increasing responsibility

External Roles

OrganizationRoleTenureCommittees/Impact
MB Exploration, LLCManaging Partner1994–presentFounded firm providing E&P advisory services
Apache Corporation (NASDAQ: APA)DirectorCurrentMember, Audit Committee and Corporate Responsibility, Governance, and Nominating Committee

Board Governance

  • Committee assignments: Human Capital & Compensation Committee (member) and Nominating & Governance Committee (member); appointed in October 2024; not on the Audit Committee .
  • Independence: Board affirmed Bob’s independence under NASDAQ and SEC rules; prior to joining, he was paid $9,750 for board advisory services on an arm’s-length basis—immaterial and below bright-line thresholds .
  • Attendance and engagement: In 2024 the Board held 24 meetings; each director attended 100% of Board meetings except two directors who each missed one; no director missed more than one committee meeting; independent directors met regularly in executive sessions .
  • Board quality features: Annual elections; director resignation policy; independent Board Chair; only independent directors serve on all standing committees; directors encouraged to attend all committee meetings .
CommitteeRoleStartNotes
Human Capital & CompensationMemberOct 2024All members independent; oversight of executive and employee compensation, and non-employee director compensation program
Nominating & GovernanceMemberOct 2024All members independent; oversees board composition and governance policies

Fixed Compensation

Compensation Element (2024 structure)AmountNotes
Annual Cash Retainer – Board Service$75,000Paid quarterly in arrears
Annual Equity Retainer – Board Service (RSUs)$150,000Time-based RSUs vest 1 year from grant
Committee Membership – Human Capital & Compensation$7,500Additional cash retainer
Committee Membership – Nominating & Governance$5,000Additional cash retainer
Excess Meeting Fees$1,200 per meeting >24Applies if attending >24 total Board/committee meetings in a calendar year
Independent Board Chair – Additional Cash Retainer$70,000Applies only to chair; separate from Bob
2024 Actual – Matthew BobCash Fees Earned ($)Stock Awards ($)Total ($)RSU Grant Detail
Joined Oct 23, 2024$21,875$27,205$49,0805,252 RSUs granted Oct 23, 2024; grant-date stock price $5.18
2025 Director Compensation DecisionsCash vs EquityNotes
Equity retainer reduced to ~$90,000; Board Chair equity retainer to ~$40,000Difference ($60,000 per director; $30,000 for chair) paid in cashAdjustment driven by depressed stock price at Mar 1, 2025 grant; structure otherwise maintained

Performance Compensation

  • Director equity is time-based only; RSUs vest in full on the one-year anniversary of grant date; no performance metrics (e.g., TSR, EBITDA) apply to director equity .
Equity Award MetricApplies to Non-Employee Directors?Description
Time-based RSU vestingYesRSUs vest in full at 1-year anniversary of grant; service-contingent
Performance-based PSU (TSR/EBITDA/Revenue)NoNot used for director compensation per proxy
Matthew Bob – RSU Grant DetailGrant DateSharesGrant-Date Fair ValueVesting
Annual director equity (pro-rated)Oct 23, 20245,252$27,205100% vest at 1-year anniversary (service condition)

Other Directorships & Interlocks

CompanyRoleCommitteesSector/Overlap
Apache Corporation (APA)DirectorAudit; Corporate Responsibility, Governance & NominatingUpstream E&P; industry overlap with Berry
Callon Petroleum (CPE)Former Director; Comp Chair; Board ChairCompensation (Chair 2018–2023); Board Chair (2023–2024)Upstream E&P; merged into Apache in 2024
SouthCross Energy Partners LLCFormer DirectorMidstream; regional overlap (South Texas)
  • Overboarding policy: Berry discourages directors from serving on more than four public company boards; Audit members discouraged from serving on >2 other audit committees; waivers possible; Bob’s current public boards are Berry and Apache—within guidelines .

Expertise & Qualifications

  • E&P advisory and operating experience: 30+ years across advisory, board leadership, and operating roles in upstream and midstream companies .
  • Technical credentials: Registered Professional Geologist (TX, MS, LA); BA and MS in Geological/Earth Sciences .
  • Governance credentials: NACD Directorship Certified; prior chair of compensation and board chair roles; current committee service at Apache (Audit; CRGN) .

Equity Ownership

HolderShares Beneficially Owned% of OutstandingNotes
Matthew Bob0<1%As of March 24, 2025 record date; shares outstanding 77,596,202
Unvested RSUs (director grant)5,252Granted Oct 23, 2024; time-based vesting; not included in beneficial ownership under SEC rules
  • Stock ownership guidelines: Non-employee directors must own Berry stock equal to at least 5x the annual cash retainer; five-year compliance window from later of May 14, 2019 or first election date; all directors are compliant or on track per annual review .

Governance Assessment

  • Independence and conflicts: Board affirmatively determined Bob is independent; pre-appointment advisory services were $9,750, immaterial and below NASDAQ bright-line thresholds—low conflict risk as disclosed .
  • Committee effectiveness: Service on Human Capital & Compensation and Nominating & Governance aligns with his prior compensation chair and governance experience—positive for oversight quality .
  • Attendance/engagement: High board cadence (24 meetings in 2024) with near-perfect attendance across directors and strong executive session practices—supports effective oversight; Bob’s tenure began late 2024 .
  • Ownership alignment: No direct common stock as of the record date; unvested RSUs outstanding and a rigorous 5x cash retainer ownership guideline with five-year compliance runway—monitor progress given late-2024 appointment .
  • Compensation structure signals: 2025 shift to increase cash portion due to depressed stock price (lower equity FMV), maintaining overall compensation targets—reduces sensitivity to share price for directors; neutral-to-slightly negative on alignment optics but rational given valuation context .
  • Potential interlocks: Current directorship at Apache (E&P) and prior leadership at Callon (now part of Apache) present industry overlap; no related-party transactions disclosed at Berry—monitor for transactional ties or information flow risks .

RED FLAGS to monitor:
• Industry interlock with APA—watch for any Berry transactions with APA or shared consultants .
• Low direct share ownership at appointment—track adherence to 5x retainer guideline over five years .
• Increased cash component in 2025—observe whether equity exposure normalizes as share price recovers .