Curtis L. Crofford
About Curtis L. Crofford
Independent director of DTI since 2012 (age 52). Background includes Managing Director roles at Pennington Creek Capital (current) and Hicks Equity Partners (2005–Feb 2024), with prior investment banking positions at Dresdner Kleinwort Wasserstein, Donaldson, Lufkin & Jenrette, and BT Alex. Brown in New York and London. Education: BA, Vanderbilt University; MBA, Duke University. The Board cites his private equity, capital markets, and oil & gas expertise as core credentials for oversight and M&A guidance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hicks Equity Partners, LLC | Managing Director | 2005–Feb 2024 | Private equity investing; sector expertise in O&G; supports strategic initiatives incl. M&A |
| Dresdner Kleinwort Wasserstein; Donaldson, Lufkin & Jenrette; BT Alex. Brown | Investment Banking roles | Not disclosed | Debt/equity capital markets experience across NY & London |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Pennington Creek Capital (Chickasaw Nation’s private capital arm) | Managing Director | Current | Private capital investing; headquartered in Ada, OK |
Board Governance
- Independence: Board determined all directors except CEO R. Wayne Prejean and Chair Thomas O. Hicks are independent under SEC/Nasdaq rules; Crofford is independent .
- Committee assignments: Member, Nominating & Corporate Governance Committee (NCG); NCG held one meeting in fiscal 2024 and oversees director nominations, governance guidelines, board/committee self-evaluations, and ESG oversight .
- Not on Audit or Compensation Committees; Audit held five meetings (financial reporting, internal controls, related-party review, cyber risk oversight); Compensation held four meetings (executive/NEO pay, plans, director pay, ownership guidelines) .
- Board/meeting engagement: Company policy encourages director attendance at annual stockholders’ meetings; all directors attended the 2024 Annual Meeting .
- Resignation policy: Directors must pre-tender irrevocable resignations effective upon failure to receive required votes and board acceptance (enhances accountability) .
Fixed Compensation
| Component | 2023 ($) | 2024 ($) |
|---|---|---|
| Fees Earned or Paid in Cash | 0 | 30,000 |
| All Other Compensation (expense reimbursement) | 0 | 870 |
| Total Fixed | 0 | 30,870 |
- Director compensation program: $15,000 per in‑person meeting; $5,000 per virtual meeting; committee chair retainers ($25,000 Audit; $20,000 Compensation; $20,000 NCG); committee member retainers ($20,000 Audit; $15,000 Compensation; $15,000 NCG) .
Performance Compensation
| Component | 2023 ($) | 2024 ($) |
|---|---|---|
| Stock Awards (equity) | 0 | 75,005 |
- Structure: Annual equity grant valued at $75,000, vests one year from grant, issued the day prior to each annual meeting .
- 2024 RSU grants: Certain non‑employee directors received two RSU tranches May 14, 2024 (18,610 for 2023 service vested at grant; 13,712 for 2024 service vest one year). Footnote notes Mr. Crofford did not receive RSU grants for his service as a non‑employee director in 2024 .
- Performance metrics table (directors):
Metric 2024 Status Performance-based metrics (e.g., revenue growth, EBITDA, TSR, ESG) None disclosed; director equity awards are time-based vesting
Other Directorships & Interlocks
| Entity | Type | Role | Notes |
|---|---|---|---|
| Other public company boards | Public | None disclosed | Crofford’s biography lists no current public company directorships |
| Hicks-related entities | Stockholder/affiliate | Context | DTI paid management fees to Hicks Holdings Operating LLC: $750,000 (2024), $1,100,000 (2023), $441,250 (2022). Crofford previously worked at Hicks Equity Partners (2005–Feb 2024). Board still determined Crofford independent; potential perceived affiliation risk with a controlling stockholder (Hicks holds 42.3%) . |
Expertise & Qualifications
- Private equity and capital markets veteran with extensive oil & gas sector exposure; supports oversight of strategic initiatives including M&A .
- Education: BA (Vanderbilt); MBA (Duke) .
- Board cites governance experience and company-specific knowledge from long prior tenure .
Equity Ownership
| Holder | Shares Beneficially Owned (#) | % of Class |
|---|---|---|
| Curtis L. Crofford | 91,532 | <1% |
- Ownership guidelines: Directors must own shares equal to at least 5× annual cash received from meeting attendance fees; each covered director was either compliant or within the five‑year phase‑in period as of record date .
- Hedging/pledging: Company prohibits short sales, derivative trades, margin accounts, and pledging of DTI securities for all directors/officers/employees .
Governance Assessment
- Strengths: Independent status; member of NCG overseeing nominations, governance guidelines, and ESG; consistent attendance at annual meeting; equity ownership aligns incentives; firm insider-trading/anti‑pledging policies .
- Pay mix: 2024 compensation includes both cash and equity; annual equity is time-based (no performance metrics), which is typical for directors but provides limited pay-for-performance sensitivity .
- Potential conflicts/RED FLAGS: Prior long-term affiliation with Hicks Equity Partners alongside substantial related-party fees paid to Hicks Holdings and Hicks’ 42.3% stake could present perceived influence/interlock risk despite formal independence determinations; continued monitoring of related-party reviews by the Audit Committee is warranted .
- Compliance signals: Late Section 16 filing by Crofford in June 2023 (post‑merger share receipt) attributed to administrative delays; not indicative of repeated noncompliance, but note for diligence tracking .
- Committee workload/engagement: NCG met once in 2024; Audit (5) and Compensation (4) meetings suggest active oversight cadence; Crofford’s direct committee exposure is primarily governance/ESG rather than financial or compensation oversight .
Overall, Crofford brings deep investment and sector expertise with longstanding DTI familiarity. Independence is affirmed, but his Hicks affiliation history alongside sizable related-party payments to Hicks entities and concentrated ownership warrants attention for potential perceived conflicts; equity ownership and anti‑hedging/pledging policies support alignment, while director equity awards are time‑based without performance metrics .