Jason Martinez
About Jason Martinez
Jason Martinez, age 51, has served as an independent director of Gulfport Energy Corporation since May 2021. He is a Managing Director at Pickering Energy Partners, leading the Energy Transition Advisory practice, with over 30 years in the energy industry and 20+ years as an investment banker. He holds an MBA from Harvard Business School and a BA from Rice University; the Board identifies his financial acumen and private equity experience as core credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pickering Energy Partners | Managing Director; Head of Energy Transition Advisory | Not disclosed | Advises on energy transition transactions |
| Bank of Montreal Capital Markets | Led Acquisitions & Divestitures practice | Not disclosed | M&A leadership |
| Nomura Securities International | Investment banking | Not disclosed | Energy IB coverage |
| Deutsche Bank Securities | Investment banking | Not disclosed | Energy IB coverage |
| JPMorgan Securities | Investment banking | Not disclosed | Energy IB coverage |
| Andersen Consulting (Accenture) | Natural Resources group | Not disclosed | Early energy career |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Pickering Energy Partners | Managing Director | Private | Leads advisory in energy transition |
No other public company directorships were disclosed for Mr. Martinez .
Board Governance
- Independence: The Board determined Jason Martinez is independent under NYSE listing standards; five of seven directors are independent .
- Committee assignments:
- Compensation Committee Chair (independent) – 5 meetings in 2024 .
- Audit Committee member; designated Audit Committee financial expert .
- Attendance and engagement:
- Board met 9 times in 2024; each director attended over 94% of Board and committee meetings; overall Board/committee attendance was 99% in 2024 .
- All directors attended the 2024 Annual Meeting .
- Governance processes:
- Written charters available (Audit/Compensation/NESG) .
- Non-management directors hold executive sessions at regularly scheduled meetings .
- Lead Independent Director: David Wolf .
- Director stock ownership guidelines: 5x annual retainer; Martinez has met the guideline .
- Anti-hedging and pledging prohibition applies to directors .
| Committee | Role | 2024 Meetings | Independence/Expertise |
|---|---|---|---|
| Compensation | Chair | 5 | Independent |
| Audit | Member | 8 | Financial Expert |
Fixed Compensation
- 2024 Director Fee Structure: Annual base $100,000; additional retainers: Board Chair $25,000, Lead Director $25,000, Audit Chair $25,000, Compensation Chair $15,000, NESG Chair $10,000; committee member retainers: Audit $10,000, Compensation $5,000, NESG $5,000; stock ownership guideline 5x base retainer .
- 2024 director equity: RSU grant valued at $150,000 (1-year cliff vest); grant date fair value based on 5/23/2024 closing price of $155.68 .
- 2024 compensation received by Martinez:
- Cash fees: $125,000
- Stock awards (RSUs): $150,000
- Total: $275,000 .
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual base retainer | $100,000 | 2024 program |
| Compensation Committee Chair retainer | $15,000 | 2024 program |
| Audit Committee member retainer | $10,000 | Program schedule; Martinez’s cash total aligns to $125k |
| RSU grant (fair value) | $150,000 | Vesting 1-year cliff; priced at $155.68 on 5/23/2024 |
| 2024 Cash fees earned | $125,000 | As reported |
| 2024 Total | $275,000 | As reported |
Performance Compensation
As Compensation Committee Chair, Martinez oversees performance-linked executive pay. Gulfport’s 2024 STI payout was 150% of target based on pre-set financial, operational, safety, and ESG metrics .
| 2024 STI Metric | Weight | Threshold | Target | Maximum | 2024 Actual | Approved Payout |
|---|---|---|---|---|---|---|
| Production (MMcfe/day) | 20% | 1,035 | 1,057 | 1,090 | 1,060 | 22% |
| Capex ($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% | Qualitative | Qualitative | Qualitative | Qualitative | 10% |
| Total Achievement | 150% |
Committee practices include a majority of performance-based equity for NEOs (60% PSUs tied to absolute and relative TSR over three years), independent consultant use (WTW), clawback policy adopted July 31, 2023, and anti-hedging/pledging policies .
Other Directorships & Interlocks
- Current public boards: None disclosed for Jason Martinez .
- Compensation Committee interlocks: None; Martinez and other members had no related-party transactions; no officer/director cross-memberships reported .
- Notable shareholder representation: Silver Point Capital owns ~15.0% and has board representation via director David Reganato (Martinez not affiliated) .
Expertise & Qualifications
- Finance and energy investment banking across major global banks; transaction experience exceeding $100 billion across M&A, capital markets, and lending .
- Audit Committee financial expert designation .
- Advanced education: MBA (Harvard), BA (Rice) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Jason Martinez | 2,691 | <1% | Includes 964 unvested RSUs vesting within 60 days of 3/7/2025 |
Policies:
- Director stock ownership guideline: 5x annual retainer; Martinez has met guideline .
- Hedging/pledging of company stock prohibited for directors .
Governance Assessment
- Strengths:
- Independent director with deep financial expertise; designated audit financial expert .
- Chairs Compensation Committee with robust pay-for-performance design (60% PSU mix tied to TSR); strong say‑on‑pay outcomes (97.8% in 2024; 99.8% in 2023) indicating investor support .
- High engagement and attendance; Board/committee meetings well-attended (99% in 2024) .
- Ownership alignment via 5x retainer guideline; Martinez in compliance; anti‑hedging/pledging policy reduces misalignment risk .
- Watch items:
- External role at Pickering Energy Partners creates potential exposure to market participants; Audit Committee oversees related-party transactions; no Martinez-related transactions disclosed and committee interlocks explicitly denied .
- Concentrated shareholder (Silver Point at ~15%) represented on Board (Reganato); while not involving Martinez, this dynamic merits continued monitoring of independent oversight and committee processes .
Overall, disclosed independence, committee leadership, strong investor support on say‑on‑pay, and compliance with ownership/anti‑hedging policies support investor confidence in Martinez’s board effectiveness .