David Reganato
About David Reganato
David Anthony Reganato (age 45) has served as an independent director of Gulfport Energy Corporation since May 2021. He is a Partner at Silver Point Capital, L.P. (joined November 2002), and previously worked in Morgan Stanley’s investment banking division. He holds a B.S. in Finance and Accounting from NYU’s Stern School of Business. His board tenure at GPOR is four years, with credentials including Audit Committee financial expert designation.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Silver Point Capital, L.P. | Partner | Since Nov 2002 | Investment advisor; significant oil & gas sector knowledge |
| Morgan Stanley (Investment Banking Division) | Banker | Prior to 2002 | Corporate finance background |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Studio City International Holdings Ltd. | Director | Since Mar 2014 | Board member |
| Rotech Healthcare Holdings, Inc. | Director | Since Sep 2013 | Board member |
| Trident Holding Company, LLC (TridentCare) | Director | Since Sep 2019 | Board member |
| Granite Broadcasting LLC | Director | Since Jul 2011 | Board member |
| New Cotai, LLC | Director | Since Mar 2014 | Board member |
Board Governance
- Independence: GPOR’s Board determined five of seven directors are independent, including Reganato.
- Committees and roles:
- Audit Committee member; designated Audit Committee financial expert; 8 meetings in 2024.
- Compensation Committee member; 5 meetings in 2024.
- Nominating, Environmental, Social & Governance (NESG) Committee member; 5 meetings in 2024.
- Attendance and engagement:
- Board met 9 times in 2024; each director attended over 94% of aggregate Board and Committee meetings; overall 99% attendance.
| Meeting Activity | 2023 | 2024 |
|---|---|---|
| Board meetings | 12 | 9 |
| Attendance (each director, aggregate) | >87% | >94% |
| Audit Committee meetings | 8 | 8 |
| Compensation Committee meetings | 5 | 5 |
| NESG Committee meetings | 4 | 5 |
- Lead Independent Director: David Wolf; not Reganato, but relevant to oversight structure.
Fixed Compensation (Director)
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual base cash retainer | $100,000 | Standard non-employee director retainer |
| Audit Committee member fee | $10,000 | Member retainer |
| Compensation Committee member fee | $5,000 | Member retainer |
| NESG Committee member fee | $5,000 | Member retainer |
| Total cash (fees earned) | $120,000 | Reported for Reganato |
- Stock ownership guideline: 5x annual base retainer for directors; Reganato has met required ownership.
Performance Compensation (Oversight Focus)
- Annual equity grant to non-employee directors in 2024: RSUs valued at $150,000; 1-year cliff vest on May 26, 2024; grant-date value based on 5/23/2024 closing price $155.68.
- Compensation Committee metrics (Reganato is a member) governing NEO pay in 2024:
| 2024 STI Metric | Weight | Threshold | Target | Maximum | Actual | Approved Payout |
|---|---|---|---|---|---|---|
| Production (MMcfe/day) | 20% | 1,035 | 1,057 | 1,090 | 1,060 | 22% |
| Capex ($MM) | 20% | 435 | 408 | 375 | 385 | 34% |
| LOE per Mcfe ($/Mcfe) | 15% | 0.20 | 0.19 | 0.17 | 0.18 | 22% |
| Adjusted Free Cash Flow ($MM) | 15% | 190 | 231 | 295 | 261 | 22% |
| TRIR | 10% | 0.8 | 0.6 | 0.4 | 0.3 | 20% |
| Spills | 10% | 6 | 4 | 2 | 1 | 20% |
| Strategic Initiatives | 10% | Qual | Qual | Qual | Qual | 10% |
| Total Achievement | — | — | — | — | — | 150% |
- LTI program: 60% PSUs tied to absolute and relative TSR; 40% time-based RSUs (three-year vesting for NEOs).
Other Directorships & Interlocks
- Silver Point Capital, L.P. beneficially owns ~15.0% of GPOR common shares (as of 3/7/2025).
- During 2024, GPOR repurchased $79,134,000 of common stock from affiliates of Silver Point Capital as part of its $1.0B buyback program (Board/Audit oversight of related parties).
- Reganato’s director RSUs are “assigned to Silver Point”; he disclaims beneficial ownership except to the extent of pecuniary interest.
Expertise & Qualifications
- Finance and accounting expertise; Audit Committee financial expert designation.
- Investment industry experience (20+ years) with oil & gas sector knowledge; formal business education (NYU Stern).
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Footnotes / Notes |
|---|---|---|---|
| David Reganato (assigned to Silver Point) | 7,344 | <1% | Holds restricted shares for benefit of Silver Point and certain affiliates; disclaims beneficial ownership except pecuniary interest |
| Unvested RSUs vesting within 60 days (as of 3/7/2025) | 964 | — | Included in beneficial ownership footnotes |
- Anti-hedging and anti-pledging: GPOR prohibits directors/officers from hedging, short sales, derivative transactions, holding stock in margin accounts, or pledging GPOR stock; strict compliance expected.
- Ownership guidelines: Directors must reach 5x retainer; Reganato is in compliance.
Insider Trades (Form 4)
| Transaction Date | Filing Date | Type | Shares Transacted | Price | Post-Transaction Ownership | Link |
|---|---|---|---|---|---|---|
| 2025-05-21 | 2025-05-22 | Award (A) | 770 | $0.00 | 10,241 | https://www.sec.gov/Archives/edgar/data/874499/000162828025027314/0001628280-25-027314-index.htm |
| 2024-05-23 | 2024-05-28 | Award (A) | 964 | $0.00 | 9,471 | https://www.sec.gov/Archives/edgar/data/874499/000162828024025502/0001628280-24-025502-index.htm |
Data source: Insider-trades skill fetch; Form 4 URLs provide SEC records.
Governance Assessment
- Committee assignments and effectiveness: Reganato’s roles span Audit (financial expert), Compensation, and NESG, indicating broad oversight of financial integrity, pay-for-performance, and ESG governance. Committee meeting cadence suggests active engagement (Audit 8; Comp 5; NESG 5 in 2024).
- Independence and attendance: Independent per NYSE/SEC standards with strong attendance (>94%), supporting board effectiveness.
- Director compensation alignment: Cash/equity mix (cash $120k; RSUs $150k total $270k) aligns with market norms; ownership guidelines further tie director economics to shareholder value; Reganato has met guidelines.
- Related-party risk (RED FLAG): Silver Point’s 15% stake and GPOR’s $79.1M repurchase from Silver Point affiliates create potential optics/perceived conflict given Reganato’s partnership at Silver Point; however, GPOR states related party transactions are reviewed/approved by independent directors via Audit Committee and Code of Conduct processes.
- Shareholder sentiment: 2024 say-on-pay approval ~97.8% and director elections passed; Reganato received 15,079,988 “For” votes vs 1,272,285 “Against,” signaling broad investor support despite the interlock.
Director Compensation (Reported)
| Name | Cash Fees ($) | Stock Awards ($) | Options ($) | Total ($) |
|---|---|---|---|---|
| David Reganato | 120,000 | 150,000 | — | 270,000 |
Compensation Committee Analysis (Context for Oversight)
- Committee composition: Jason Martinez (Chair), David Reganato, Mary Shafer‑Malicki, David Wolf; all independent.
- Consultant: WTW engaged; Compensation Committee assessed consultant independence and noted other services ≤$120,000; no conflicts identified.
- Clawback policy: Adopted July 31, 2023; allows recovery of incentive-based compensation following restatements and forfeiture for serious misconduct.
Say‑On‑Pay & Shareholder Feedback
- 2024 say‑on‑pay support: 97.8% approval; active outreach to holders of >60% outstanding shares; program emphasizes TSR‑linked PSUs, operational/financial KPIs, and robust disclosure.
Related Party Transactions (Conflict Controls)
- Policy/process: Audit Committee reviews and approves related party transactions; Code of Business Conduct & Ethics requires disclosure and independent director waivers; annual questionnaires capture conflicts.
- 2024 items: Employment of CEO’s daughter (total comp $153,753) and buyback from Silver Point affiliates ($79.134M).
Risk Indicators & Red Flags
- RED FLAG: Significant shareholder interlock (Silver Point 15% stake; Reganato is Partner; buyback from Silver Point affiliates) elevates perceived conflict risk; mitigated by Audit Committee review and independent director composition.
- Alignment safeguards: No hedging or pledging by directors/officers; strong stock ownership guidelines; clawback policy in place.
- Governance strength: Lead Independent Director role, majority‑independent Committees, and high attendance support investor confidence.
Director Stock Ownership Guidelines & Compliance
- Directors: 5x annual retainer within five years; once achieved, subsequent price declines do not affect compliance if share count retained (amended Feb 20, 2025). Reganato has met required ownership levels.
Other Signals
- Board diversity and ESG oversight via NESG Committee; independent charters posted; regular assessments.
Appendices
- Board and Committee charters available on GPOR’s governance site.