Rajath Shourie
Berry Corp (bry)About Rajath “Raj” Shourie
Independent director of Berry Corporation (BRY) since March 2022; age 51. Former Global Co‑Portfolio Manager of Oaktree Capital Management’s opportunity funds (2002–2019), with earlier roles at Goldman Sachs (Principal Investment Area) and McKinsey & Company. He holds an AB in Economics from Harvard (Phi Beta Kappa) and an MBA from Harvard Business School (Baker Scholar). On BRY’s board, he serves on the Audit Committee and the Human Capital & Compensation Committee; the board has affirmatively determined he is independent and meets heightened independence standards for both audit and compensation committee service .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Oaktree Capital Management | Global Co‑Portfolio Manager, Opportunities funds | 2002–2019 | Financial analysis, corporate finance, capital markets, special situations investing |
| Goldman Sachs (Principal Investment Area) | Investor (PIA) | Prior to 2002 | Principal investing experience |
| McKinsey & Company | Management Consultant | Prior to Goldman Sachs | Strategy and operations advisory experience |
External Roles
| Organization | Public/Private | Role | Tenure | Committees/Notes |
|---|---|---|---|---|
| Store Capital (NYSE: STOR) | Public | Director (prior) | Not disclosed | Prior public company board experience |
| Taylor Morrison (NYSE: TMHC) | Public | Director (prior) | Not disclosed | Prior public company board experience |
| Nine Entertainment (ASX: NEC) | Public | Director (prior) | Not disclosed | Prior public company board experience |
| Star Bulk (NYSE: SBLK) | Public | Director (prior) | Not disclosed | Prior public company board experience |
Board Governance
| Topic | Detail |
|---|---|
| Independence | Board determined Shourie is independent; meets heightened independence for Audit and Compensation Committees under SEC/NASDAQ rules . |
| Committee assignments | Audit Committee (member); Human Capital & Compensation Committee (member). Not on Nominating & Governance . |
| Committee leadership | Not a committee chair (Audit Chair: Renée Hornbaker; HCC Chair: Anne Mariucci; N&G Chair: James Trimble) . |
| Attendance & engagement | 2024 Board held 24 meetings; each director attended 100% except two directors who each missed one meeting. Audit met 9 times (no member missed >1); HCC met 6 times with 100% attendance by all members . |
| Executive sessions | Independent directors meet regularly in executive sessions after Board and committee meetings . |
| Shareholder engagement | Company met with holders representing ~23% of outstanding in 2024; Board receives reports on themes from engagements . |
Fixed Compensation (Non‑Employee Director)
| Component | Amount/Detail | Source |
|---|---|---|
| 2024 Cash fees (Shourie) | $111,700 | |
| 2024 Equity grant (Shourie) | $151,258 (21,008 RSUs granted 3/1/2024 at $7.20 grant-date price; 1‑year vest) | |
| 2024 Total (Shourie) | $262,958 | |
| Program – Board annual cash retainer | $75,000 | |
| Program – Board annual equity retainer | $150,000 (RSUs; vest in full after 1 year) | |
| Program – Committee membership cash retainers | Audit $10,000; HCC $7,500; N&G $5,000 | |
| Program – Committee chair cash retainers | Audit $20,000; HCC $15,000; N&G $10,000 | |
| Excess meeting fee | $1,200 per meeting above 24 total (Board+committees) | |
| 2025 program adjustment | Equity retainers reduced to ~$90,000 (general) and ~$40,000 (chair) with offset paid in cash due to depressed stock price at grant |
Performance Compensation
- Non‑employee director equity is time‑based (RSUs) and not performance‑conditioned; 2024 director RSUs vest in full on the one‑year anniversary of grant (no performance metrics) .
Other Directorships & Interlocks
| Item | Status |
|---|---|
| Current public company boards | None disclosed for Shourie in the proxy . |
| Prior public company boards | STOR; TMHC; NEC; SBLK . |
| Compensation committee interlocks (2024) | None; no insider participation/interlocks disclosed for HCC members (including Shourie) . |
Expertise & Qualifications
- Financial acumen spanning financial analysis/management, corporate finance, capital markets, M&A, and special situations; adds investor perspective to capital allocation and risk oversight .
- Education: AB Economics, Harvard (Phi Beta Kappa); MBA, Harvard Business School (Baker Scholar) .
- Audit Committee financial literacy affirmed at committee level (committee members are financially literate; designated financial experts are chair and two others) .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (common shares) | 104,678 shares |
| Shares outstanding (Record Date) | 77,596,202 shares (as of Mar 24, 2025) |
| Ownership as % of shares outstanding | ~0.14% (104,678 / 77,596,202) |
| Unvested director RSUs outstanding at 12/31/2024 | 21,008 RSUs (grant 3/1/2024) |
| Hedging/pledging | Prohibited (no hedging, margin, or pledging of company stock) |
| Director stock ownership guideline | 5x annual cash retainer (i.e., 5 × $75,000); all non‑employee directors compliant or on track within 5 years |
| Section 16 compliance | All required ownership reports timely filed in 2024 |
Potential Conflicts / Related‑Party Exposure
- Independence: Board affirmatively determined Shourie is independent; meets heightened independence for Audit and Compensation Committees .
- Related‑party transactions: None disclosed involving Shourie. The only related‑person disclosure in 2024–2025 pertains to the former Executive Chair’s son’s employment and compensation, reviewed under the policy .
- Policies: Formal Related Persons Transactions Policy, Code of Conduct conflict‑management, and Audit Committee review/approval process are in place .
Governance Assessment
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Strengths
- Independent director with deep capital markets and special situations experience; serves on both Audit and HCC, aligning with his financial skills .
- Board structure features independent Chair; all standing committees are fully independent; robust policies on hedging/pledging and recoupment .
- Attendance indicators are strong (HCC 100% for all members; Audit no member missed >1 meeting); overall Board attendance near‑perfect with only two directors missing one meeting each in 2024 .
- Director pay program balanced (cash + equity) with ownership guidelines; 2025 equity retainer adjustment avoided windfall from low stock prices—signal of compensation discipline .
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Watch items
- Audit Committee “financial expert” designation is assigned to other members (Chair and two others), not explicitly to Shourie; continued committee training can sustain audit oversight depth .
- No current external public board roles disclosed; limited current interlocks minimize conflict risk but also reduce broader public board cross‑pollination .
-
Shareholder‑alignment signals
- High support: 2024 Say‑on‑Pay approved at >97% (for executive program overseen by HCC including Shourie) .
- Prohibitions on hedging/pledging and mandatory stock ownership guidelines bolster alignment .
-
RED FLAGS: None disclosed specific to Shourie (no related‑party ties, no pledging, no attendance issues reported) .