David Wolf
About David Wolf
David Wolf, age 54, has served on Gulfport Energy’s Board since May 2021 and is the Lead Independent Director. He is a partner at Enduring Resources and brings 30+ years of energy finance experience, including CFO roles at Vantage Energy and Berry Petroleum and senior investment banking at J.P. Morgan. He holds a BS in Economics and an MBA from Rollins College and is designated an Audit Committee financial expert on GPOR’s Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Enduring Resources | Partner | Not disclosed | Energy finance and operating expertise |
| Vantage Energy | EVP & CFO | Not disclosed | Financial leadership |
| Fuse Energy LLC | President & CEO; Director | Not disclosed | Operating and governance leadership |
| Berry Petroleum Co. | EVP & CFO | Not disclosed | Financial leadership |
| J.P. Morgan Chase & Co. (Global Oil & Gas) | Managing Director | Not disclosed | Capital markets and advisory |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| EP Energy Corporation | Director | Since Oct 2020 | Current public company directorship |
Board Governance
- Lead Independent Director with responsibilities akin to an independent chair; member of all Board committees and acts as chair when the respective committee chair is not present .
- Audit Committee Chair; Compensation Committee member; Nominating, Environmental, Social and Governance (NESG) Committee member; meets NYSE independence rules; designated Audit Committee financial expert .
- Independence: GPOR Board has five independent directors, including Wolf ; he is identified as independent in the Board summary .
- Attendance: Board met 9 times in 2024; each director attended over 94% of aggregate Board and committee meetings; overall attendance was 99% in 2024 .
- Engagement: All directors attended the 2024 Annual Meeting; non-management directors meet routinely in executive sessions .
- Risk oversight: Audit Committee oversees financial reporting, internal controls, legal/regulatory compliance, reserves reporting, and cybersecurity; Compensation Committee oversees executive pay policies; NESG oversees HSE, sustainability, board composition, succession, and governance .
Fixed Compensation
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Base cash retainer | $100,000 | Standard non-employee director retainer |
| Lead Independent Director retainer | $25,000 | Additional cash retainer |
| Audit Committee Chair retainer | $25,000 | Committee chair cash retainer |
| Compensation Committee member | $5,000 | Committee member cash retainer |
| NESG Committee member | $5,000 | Committee member cash retainer |
| Total cash fees (Wolf) | $160,000 | Sum matches Board compensation table |
| 2024 Director Compensation Summary | Amount (USD) |
|---|---|
| Cash fees earned (Wolf) | $160,000 |
| Stock awards (RSUs) | $150,000 |
| Total | $310,000 |
Performance Compensation
| Equity Award (2024) | Grant Value | Vesting | Valuation Basis |
|---|---|---|---|
| Restricted Stock Units (RSUs) | $150,000 | 1-year cliff vest on May 26, 2024 | May 23, 2024 closing price of $155.68 used for grant-date fair value |
Directors receive time-based RSUs; no performance-based equity or options are granted to non-employee directors in 2024 .
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Conflict |
|---|---|---|
| EP Energy Corporation | Wolf is a director | No related party transactions disclosed involving Wolf in GPOR’s 2025 proxy; Audit Committee oversees and approves related party transactions (e.g., 2024 purchases from Silver Point affiliates) . |
Expertise & Qualifications
- Financial acumen with prior CFO roles; deep oil and gas sector experience .
- Audit Committee financial expert; independent director under NYSE standards .
- Lead Independent Director facilitating Board functioning and stakeholder communications, including stepping in as committee chair when needed .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (common shares) | 5,017 shares; less than 1% of class |
| Unvested RSUs (near-term) | 964 RSUs vesting within 60 days of March 7, 2025 |
| Stock ownership guidelines | Directors must hold 5x annual base retainer within 5 years; Wolf has met the required ownership level |
| Hedging/pledging | Prohibited for directors and executive officers per policy |
Say-On-Pay & Shareholder Feedback
| Year | Say-On-Pay Approval |
|---|---|
| 2023 | 99.8% |
| 2024 | 97.8% |
Governance Assessment
- Strengths: Independent Lead Director with committee-wide presence; Audit Chair and SEC-defined financial expert; high Board/committee attendance and Annual Meeting participation; robust director ownership guidelines (met by Wolf); anti-hedging/pledging policy; strong shareholder support in Say-On-Pay, indicating confidence in governance and pay oversight .
- Alignment: Director pay mix balances cash retainers tied to leadership and committee responsibilities with equity RSUs, supporting skin-in-the-game without encouraging short-term risk; RSU grants are standard, time-based, and non-option, consistent with conservative governance practices .
- Conflicts oversight: Audit Committee (chaired by Wolf) reviews and approves related party transactions; 2025 proxy discloses a transaction with Silver Point affiliates but no transactions involving Wolf; this structure mitigates conflict risk through independent review .
- Signals for investors: Board leadership separation (Chair/CEO), Lead Independent Director role, and committee independence underpin effective oversight; high attendance and shareholder approval levels support board effectiveness and investor confidence .