Jeannie Powers
About Jeannie Powers
Jeannie Powers (age 40) has served as an independent director of Gulfport Energy since July 2023. She is Managing Director and Head of North America Traditional Energy at EIG, with prior technical and commercial roles at Wells Fargo Securities A&D (three years) and Chevron across lower‑48 asset development and operations. She holds an MBA from Texas Tech University and a BS in Petroleum Engineering from the University of Texas and is designated an Audit Committee financial expert under SEC rules.
Past Roles
| Organization | Role | Tenure/Timing | Committees/Impact |
|---|---|---|---|
| EIG | Managing Director; Head of North America Traditional Energy | 2017–present | Leads North America engineering and investment oversight for upstream portfolio and new opportunities. |
| Wells Fargo Securities A&D | Sr. Technical Advisor | Three years (prior to 2017) | Evaluated and marketed upstream/midstream assets; technical underwriting for transactions. |
| Chevron | Various engineering and operations roles (asset development, operations) | Several years (lower 48) | Progressive responsibility in asset development and operations across lower 48. |
External Roles
| Organization | Role | Start | Notes |
|---|---|---|---|
| EIG | Managing Director; Head of North America Traditional Energy | 2017 | No other public company directorships disclosed. |
Board Governance
- Independence: The Board determined Powers is independent under NYSE listing standards.
- Committee memberships and roles:
- Audit Committee: Member; Audit Committee financial expert; 8 meetings in 2024.
- Nominating, Environmental, Social and Governance (NESG) Committee: Member; 5 meetings in 2024.
- Compensation Committee: Not a member.
- Attendance and engagement:
- Board met 9 times in 2024; each director attended over 94% of aggregate Board and Committee meetings; 99% overall attendance across Board/Committee meetings reported; all directors attended the 2024 Annual Meeting.
Fixed Compensation (Director Pay)
| Component | Amount | Notes |
|---|---|---|
| Annual Board cash retainer | $100,000 | Non‑employee director base. |
| Audit Committee member retainer | $10,000 | Applies to Powers. |
| NESG Committee member retainer | $5,000 | Applies to Powers. |
| Total cash fees (2024) | $115,000 | As reported in Director Compensation table. |
Performance Compensation (Director Equity)
| Equity Award | Grant Date Fair Value | Vesting | Number of RSUs | Performance Metrics |
|---|---|---|---|---|
| RSUs (non‑employee directors) | $150,000 | 1‑year cliff (May 26, 2024) | Not disclosed for 2024 grant; Powers had 964 unvested RSUs vesting within 60 days of March 7, 2025 | None (director equity is time‑based, not performance‑based) |
Notes: RSU grant fair value determined using May 23, 2024 closing price ($155.68) for valuation purposes. Director equity grants are time‑based with no performance conditions.
Other Directorships & Interlocks
| Person/Entity | Relationship to GPOR | Details |
|---|---|---|
| EIG (employer) | External role of Powers | No related‑party transactions with EIG disclosed. Audit Committee reviews and approves all related‑party transactions per charter and Code. |
| Silver Point Capital | Major shareholder; director David Reganato is Partner | Company repurchased $79.134M of stock from Silver Point affiliates in 2024; Reganato holds restricted shares for benefit of Silver Point; Powers not implicated. |
Expertise & Qualifications
- Petroleum engineering and upstream operations expertise (Chevron, EIG).
- Transactional and A&D technical underwriting experience (Wells Fargo).
- Recognized Audit Committee financial expert.
- MBA (Texas Tech) and BS Petroleum Engineering (UT Austin).
Equity Ownership
| Holder | Shares Beneficially Owned | Unvested RSUs (near‑term vest) | Percent of Class | Ownership Guidelines Status |
|---|---|---|---|---|
| Jeannie Powers | 2,331 | 964 (vest within 60 days of Mar 7, 2025) | <1% | Directors must hold 5x annual retainer; Powers “on track” within 5 years (policy adopted Apr 27, 2022; reaffirmed Feb 20, 2025). |
- Anti‑hedging/pledging: Hedging, pledging, shorting, derivatives and margin accounts are prohibited for directors and officers.
Governance Assessment
-
Strengths:
- Independent director with deep technical and investment experience; Audit Committee financial expert designation bolsters financial oversight.
- Active committee roles in Audit and NESG with robust 2024 meeting cadence (8 and 5 meetings, respectively).
- High Board/Committee attendance and director annual meeting participation support engagement.
- Alignment policies: 5x retainer stock‑ownership guideline; anti‑hedging/pledging; written clawback policy (company‑wide governance discipline).
- Shareholder support signals: Say‑on‑Pay approval 97.8% in 2024; strong director election support (votes below).
-
Potential Risks/Conflicts:
- Employment at EIG (active energy investor) presents potential for perceived conflicts if EIG were to transact with GPOR; however, no such related‑party transactions are disclosed and Audit Committee reviews/approves all RPTs under Code and charter.
- Concentration of influence by major shareholder Silver Point (15%) noted; Board includes Silver Point partner (Reganato), but Powers not linked to transactions.
-
RED FLAGS: None disclosed for Powers regarding related‑party transactions, hedging/pledging, attendance shortfalls, or tax gross‑ups.
Shareholder Voting Signal (2024 Annual Meeting)
| Nominee | For | Against | Abstain | Non‑Votes |
|---|---|---|---|---|
| Jeannie Powers | 16,153,333 | 198,928 | 3,972 | 446,900 |
Additional Context (Board Policies and Practices)
- Non‑management directors meet in executive session after regularly scheduled meetings.
- Written charters for Audit, Compensation, and NESG committees; majority independent Board with separated Chair/CEO and a Lead Independent Director.
- Audit Committee oversees RPT approval, financial reporting, internal controls, legal/regulatory compliance, cybersecurity, reserves reporting, and Code compliance.
Director Compensation Mix (2024)
| Category | Amount |
|---|---|
| Cash fees (retainer + committee memberships) | $115,000 |
| Equity (RSU grant fair value) | $150,000 |
| Total | $265,000 |
Related‑Party Transactions (Company‑Wide, FY2024 highlights)
| Transaction | Parties | Amount/Detail |
|---|---|---|
| Share repurchase from large holder | Affiliates of Silver Point Capital | $79,134,000 under $1.0B repurchase program |
| Employment of CEO’s family member | CEO’s daughter | $153,753 total compensation |
Notes on Policies Impacting Alignment and Risk
- Stock‑ownership guidelines: 5x annual retainer for directors within five years; participants remain compliant despite subsequent price declines if shares held at compliance are retained (amended Feb 20, 2025).
- Anti‑hedging/pledging and margin prohibitions apply to directors and officers.
- Clawback policy adopted July 31, 2023 for incentive‑based compensation recovery upon material restatement; forfeiture provisions extend to stock awards for misconduct.
Overall implication: Powers’ independent status, Audit financial expertise, and strong engagement reinforce Board effectiveness; lack of disclosed conflicts and robust alignment policies support investor confidence, while vigilant monitoring remains prudent given external affiliations in the energy investment ecosystem.