Benjamin J. Marchive II
About Benjamin J. Marchive II
Benjamin J. Marchive II (age 45) has served as an independent director of Empire Petroleum since October 2021. He brings over 20 years of oil and gas experience across the Gulf of Mexico and Gulf Coast, with a Bachelor’s degree in Petroleum Land and Resource Management from the University of Louisiana–Lafayette . His background spans land, business development, and acquisitions, aligning with EP’s asset base and operational footprint .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Spectrum Energy Co. | Executive Vice President | Feb 2024–present | Senior operating role; industry relationships |
| Cox Operating, LLC | Sr. VP – Land & Business Development | 2018–2024 | Led land and BD post Energy XXI merger |
| Energy XXI (pre-merger) | VP of Land / similar positions | 2006–2018 | Land acquisition and development |
| Apache Corporation | Landman | 2003 | Early career foundation in land |
External Roles
| Organization | Role | Focus/Impact |
|---|---|---|
| Outer Continental Shelf Advisory Board | Board Member | Financial assurance requirements on OCS assets |
| Louisiana Oil and Gas Board | Executive Board Member | Industry advocacy and regulatory engagement |
Board Governance
- Independence: The Board determined all directors except the CEO (Morrisett) are independent; independence for Marchive affirmed under NYSE American standards .
- Committees: Operations Committee member; not an Audit or Compensation Committee member. Operations Committee chaired by Phil E. Mulacek; Audit chaired by J. Kevin Vann; Compensation chaired by Phil E. Mulacek .
- Attendance: Board met 4 times in 2024; each director attended at least 75% of Board and committee meetings; all directors attended the 2024 annual meeting . Audit Committee held 4 meetings; Compensation Committee held 4; Operations Committee held numerous meetings .
- Board structure: Separate Chair and CEO; five independent directors, one non-independent .
Fixed Compensation
| Year | Annual Cash Retainer | Committee Retainer | Meeting Fees | Chair Fees | Cash Paid to Marchive |
|---|---|---|---|---|---|
| 2024 | $80,000 (non-employee directors) | $3,000 per quarter per committee | $2,500 per in-person meeting per quarter | $9,000 per quarter for non-employee Chair (waived by Chair in 2024) | $99,500 |
| 2023 | $80,000 (structure) | $3,000 per quarter per committee | $2,500 per in-person meeting per quarter | $9,000 per quarter for non-employee Chair (waived in 2023) | $74,000 |
Notes: 2024 shows no equity grants to non-employee directors; fees reflect retainers and meeting stipends .
Performance Compensation
| Component | Grant/Outstanding | Vesting | Strike/Terms | Value Recognition |
|---|---|---|---|---|
| Restricted Stock Units (RSUs) | Annual grant up to 10,000 shares for directors (June-to-June service) | Forfeiture lapses generally after 13 months | N/A | Grant-date fair value under ASC 718 |
| Stock Options | 40,000 options outstanding (each director), exercise price $11.83/share as of 12/31/2024 | Vest in four equal quarterly installments beginning first quarter after grant | $11.83; expirations per award agreements (director-level not separately disclosed) | Grant-date fair value under ASC 718 |
| 2024 Equity Grants | None for non-employee directors | N/A | N/A | N/A |
No performance-based metrics (e.g., EBITDA, TSR, ESG) are disclosed for director compensation; awards are time-based RSUs and options with standard vesting .
Other Directorships & Interlocks
- Public company directorships: None disclosed for Marchive .
- Notable interlock on EP’s Board: Mason H. Matschke (Partner/CCO at Energy Evolution Master Fund, Ltd.), which owns ~31.84% of EP; this is a board-shareholder interlock but does not involve Marchive directly .
Expertise & Qualifications
- 20+ years in oil and gas, specializing in land, acquisitions, exploration and development in EP’s operating areas .
- Degree in Petroleum Land and Resource Management (University of Louisiana–Lafayette) .
- Industry/regulatory engagement via OCS Advisory Board and Louisiana Oil and Gas Board .
Equity Ownership
| Holder | Shares Beneficially Owned | Components (Options/RSUs) | Percent of Class |
|---|---|---|---|
| Benjamin J. Marchive II | 91,000 | Includes 40,000 options and RSUs for 46,000 shares | <1% |
Ownership calculation follows SEC rules, counting options/RSUs deemed outstanding solely for beneficial ownership percentages; EP had 33,712,727 shares outstanding on April 21, 2025 . No pledging disclosures identified for Marchive in the proxy sections reviewed .
Governance Assessment
- Board effectiveness and engagement: Marchive contributes domain expertise aligned with EP’s operations and serves on the Operations Committee, which met frequently in 2024—supportive of oversight in HSE, reserves, and operational growth .
- Independence and conflicts: Independence affirmed; no related-party transactions naming Marchive in the sections returned; the Audit Committee oversees approval of related person transactions and EP maintains a Code of Business Conduct and Ethics .
- Compensation alignment: Marchive’s pay is predominantly fixed cash with time-based equity. 2024 saw no director equity grants, moderating dilution risk; options outstanding align him financially with shareholder value above $11.83 strike . Year-over-year, his total reported director compensation shifted from cash + equity in 2023 to cash-only in 2024 .
- Investor confidence signals: EP’s 2024 say‑on‑pay received ~93.8% approval, indicating strong shareholder support for compensation practices, though this pertains to executive pay rather than directors .
- RED FLAGS: None identified for Marchive regarding pledging, hedging, related-party transactions, or attendance issues in the materials reviewed . Note interlock risk at the board level via a principal shareholder represented by another director, not Marchive .
Compensation Committee has not retained an external compensation consultant; this can be neutral or a risk depending on rigor of benchmarking—committee retains authority to engage advisors and considers market data and historical compensation . EP maintains an executive clawback policy for incentive-based compensation tied to financial reporting measures (relevant to executives, not directors) .
Appendix: Committee Membership Snapshot (Board level)
| Committee | Chair | Members |
|---|---|---|
| Audit | J. Kevin Vann | Andrew L. Lewis; Mason H. Matschke |
| Compensation | Phil E. Mulacek | Mason H. Matschke |
| Operations | Phil E. Mulacek | Benjamin J. Marchive II; Mason H. Matschke |
All committee members are independent under NYSE American standards .