John Reinhart
About John Reinhart
John Reinhart is President, Chief Executive Officer, and Director of Gulfport Energy (GPOR); age 56; Director since January 2023; B.S. Mechanical Engineering from West Virginia University . During his tenure, Gulfport separated the CEO and Board Chair roles (Jan 24, 2023), appointed a Lead Independent Director, and reported strong pay-for-performance alignment with Say‑on‑Pay approvals of 99.8% in 2023 and 97.8% in 2024 . Shareholder returns were notable: GPOR appreciated over 80% in 2023 and over 38% in 2024, with meaningful adjusted free cash flow generation in both years and leverage below 1x, aligning incentives to TSR and cash metrics .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Montage Resources Corporation | President, CEO, Director | 2019–2020 | Led positioning as an attractive strategic partner with top‑quartile operational/financial metrics |
| Blue Ridge Mountain Resources | President, CEO, Director | Not disclosed | Senior leadership experience in upstream operations |
| Ascent Resources | Chief Operating Officer | Not disclosed | Operational leadership in unconventional development |
| Chesapeake Energy | Operations roles (increasing responsibility) | Not disclosed | Operational execution in Marcellus/Utica assets |
| Schlumberger (SLB) | Early career | Not disclosed | Technical grounding in oilfield services |
| U.S. Army | Service (Panama, Iraq) | Not disclosed | Leadership and discipline |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Montage Resources Corporation | Director | 2019–2020 | Public company board experience |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary (approved) | $785,000 | $900,000 (14.6% increase) |
| Salary Paid | $706,133 | $875,687 |
| Target Annual Bonus | $942,000 | $1,080,000 |
| Actual Annual Bonus Paid | $1,554,300 | $1,620,000 |
| All Other Compensation | $25,267 | $28,657 (incl. $1,144.95 spousal travel) |
Notes:
- Minimal perquisites; no aircraft use; typical benefits include life/disability premiums and 401(k) contributions .
- Clawback policy adopted July 31, 2023 under Dodd‑Frank and SOX; incentive compensation subject to recovery upon restatement .
Performance Compensation
2024 Short‑Term Incentive (STI) Metrics and Payouts
| KPI | Weight | Threshold | Target | Maximum | 2024 Actual | 2024 Payout Contribution |
|---|---|---|---|---|---|---|
| Production (MMcfe/day) | 20% | 1,035 | 1,057 | 1,090 | 1,060 | 22% |
| Capex ($MM) | 20% | 435 | 408 | 375 | 385 | 34% |
| LOE ($/Mcfe) | 15% | 0.20 | 0.19 | 0.17 | 0.18 | 22% |
| Adjusted FCF ($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% of target |
STI paid: $1,620,000 (150% of $1,080,000 target) .
Long‑Term Incentive (LTI) – 2024 Grants and Vesting Design
| Award Type | Shares Granted | Grant Date Fair Value | Vesting / Performance |
|---|---|---|---|
| Time‑based RSUs | 16,057 | $2,280,094 | 3‑year, equal annual installments |
| Performance‑based RSUs (PSUs) | 26,820 (target) | $4,183,920 | 3‑year performance; matrix on absolute TSR and relative TSR vs peer group |
TSR performance matrix and payout curve disclosed; PSUs certified at 195.7% for 2021 cycle (committee action May 17, 2024) .
Design features and practices:
- 60% of equity awards are performance‑based; no stock options granted; no repricing policy .
- Strong pay‑for‑performance emphasis and robust metric disclosure .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 10,576 shares; less than 1% of class (based on 17,883,113 shares) |
| Stock Ownership Guidelines (Execs) | CEO must hold 5x base salary in common stock within 5 years; amended Feb 20, 2025 to allow compliance persistence post price declines |
| Compliance Status | Reinhart on track (tenure not long enough for requirement); anti‑hedging and anti‑pledging policies in place |
| Outstanding Unvested RSUs (12/31/2024) | 29,754 RSUs valued $5,480,687 (at $184.20) |
| Outstanding Target PSUs (12/31/2024) | 57,639 PSUs valued $10,617,104 (at $184.20) |
| Options | None outstanding |
Ownership guidelines for directors: 5x annual retainer; non‑employee directors receive RSUs; executives/directors prohibited from pledging or holding in margin accounts .
Employment Terms
| Term | Provision |
|---|---|
| Appointment Date | Appointed CEO effective Jan 24, 2023 |
| Contract Term | Through Dec 31, 2026; auto‑renews annually unless notice given ≥90 days before term end; CiC extends term to 24 months post‑CiC |
| Severance (Non‑CiC Qualifying Termination) | 100% of annual base salary + target bonus; pro‑rata target bonus; pro‑rated vesting of unvested equity (performance based on actual through termination); 12 months COBRA |
| Severance (CiC + Qualifying Termination ≤24 months) | 300% of base + target bonus (CEO); pro‑rata target bonus; immediate vesting of unvested equity (performance awards based on actual through termination); 18 months COBRA |
| Equity Treatment – Change in Control | If not assumed: RSUs accelerate; PSUs vest at target or better based on actual performance as of CiC . If assumed: PSUs convert to time‑based RSUs vesting at end of original performance period, with acceleration upon qualifying termination in 24 months |
| Special CiC Events | If board loses majority independence ≥30 days or a stockholder owns >75% voting power: RSUs accelerate; PSUs vest at target or greater based on actual as of event |
| Restrictive Covenants | One‑year post‑employment non‑solicitation; confidentiality/trade secrets/cooperation provisions |
| Clawback | Company policy (July 31, 2023) and award agreements subject to recovery upon restatement and misconduct |
Estimated benefits as of 12/31/2024 (illustrative):
- Non‑CiC Qualifying Termination: cash $3,060,000; RSUs $5,480,687; PSUs $3,786,300; COBRA $18,579; Total $12,345,565 .
- CiC + Qualifying Termination: cash $7,020,000; RSUs $5,480,687; PSUs $10,617,104; COBRA $27,868; Total $23,145,658 .
- CiC without termination (Special CiC event acceleration): RSUs $5,480,687; PSUs $10,617,104; Total $16,097,791 .
Board Governance
- CEO + Director; not independent (due to current employment). Board Chair role is separated and non‑executive (Timothy Cutt); Lead Independent Director is David Wolf .
- Board and committees composition: Audit, Compensation, and Nominating/ESG committees are fully independent; Chairs: Audit (Wolf), Compensation (Jason Martinez), Nominating/ESG (Mary Shafer‑Malicki) .
- Board meeting attendance: 99% in 2024; directors attend Annual Meeting; non‑management executive sessions occur regularly .
- CEO does not receive director compensation .
Director Compensation (Context)
| Component | 2024 Program |
|---|---|
| Annual cash retainer (non‑employee director) | $100,000 |
| Additional retainers | Board Chair $25,000; Lead Director $25,000; Audit Chair $25,000; Comp Chair $15,000; NESG Chair $10,000; Committee members $5–$10,000 |
| Equity | RSUs valued $150,000 (1‑year cliff) |
| Ownership guideline | 5x annual retainer |
Insider Transactions and Vesting Pressure
- Form 4 filings indicate equity-related transactions for John Reinhart on Jan 25, 2023 (initial grants at appointment) and subsequent filings in 2024–2025 reflecting changes in beneficial ownership .
- Outstanding unvested RSUs and PSUs are sizeable (RSUs $5.48m; PSUs $10.62m at 12/31/2024), implying potential net-share settlement or sale activity around vesting dates; Company prohibits hedging/pledging and holding in margin accounts, which reduces misalignment risk .
Compensation Peer Group (Benchmarking)
| Year | Peer Group Summary |
|---|---|
| 2023 | Berry; Callon; CNX; Comstock; Earthstone; Magnolia; Matador; Murphy; PDC; Permian Resources; Range; Ranger Oil; SM Energy; Talos; Vital (formerly Laredo) |
| 2024 | Berry; Callon; Civitas*; CNX; Comstock; Magnolia; Matador; Murphy; Range; SilverBow*; SM; Talos; Vital |
Note: Committee targets competitive pay around peer group median, with higher realized pay tied to performance .
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑Pay approvals: 99.8% (2023); 97.8% (2024), following extensive engagement with holders representing >60–70% of shares outstanding .
- Program enhancements: increased ESG metric weighting in STI; continued emphasis on TSR‑linked PSUs; robust disclosure .
Performance & Track Record Under Reinhart
- 2023 highlights: operating cash flows $723.2m; stock repurchases ~$148.9m; net proved reserves 4.2 Tcfe; LOE/TGP&T cost reductions; MIQ certification; TSR ~+80% .
- 2024 highlights: operating cash flows $650.0m; repurchased ~$184.5m of common stock; liquidity $899.7m; TSR ~+38% .
- 2025 strategic update: expanded Marcellus inventory by ~125 gross locations; tested U‑development in Utica adding ~20 gross locations; planned Q4 2025 repurchases ~$125m; Q3 2025 net production 1,119.7 MMcfe/d; net income $111.4m; adjusted EBITDA $213.1m .
Equity Ownership & Alignment (Detailed Breakdown)
| Category | Shares / $ | Notes |
|---|---|---|
| Beneficially Owned (common) | 10,576 shares; <1% | As of Mar 7, 2025 |
| RSUs Unvested (12/31/2024) | 29,754; $5,480,687 | $184.20 per share |
| PSUs Target (12/31/2024) | 57,639; $10,617,104 | $184.20 per share |
| Ownership Guidelines | CEO 5x base salary; on track | Amended Feb 2025; anti‑pledging/hedging |
Employment Terms (Detailed)
| Provision | Summary |
|---|---|
| Term & Renewal | To 12/31/2026; auto‑renewals; CiC extends term to 24 months post‑CiC |
| Severance (Non‑CiC) | 100% base + target bonus; pro‑rata bonus; equity pro‑rata (performance actual); 12 months COBRA |
| Severance (CiC + Qualifying Termination) | 300% base + target bonus (CEO); pro‑rata bonus; immediate equity vesting; 18 months COBRA |
| Equity Mechanics | Not assumed: accelerate RSUs; PSUs vest at target or actual; assumed: PSUs convert to RSUs vesting end of performance period**[874499_0001213900-25-028069_ea0229694-03.htm:49]** |
| Special CiC Events | Board independence loss or >75% beneficial owner triggers acceleration |
| Restrictions | One‑year non‑solicit; confidentiality/trade secrets/cooperation |
| Clawbacks | Recovery policy (restatement/misconduct) |
Investment Implications
- Alignment and incentives: High equity mix with 60% PSUs tied to absolute and relative TSR, plus STI metrics on production, capex, LOE, FCF, and safety/ESG—strong pay-for-performance linkage; robust stockholder support (97.8%–99.8%) .
- Retention versus change‑of‑control economics: CEO’s 3x CiC multiplier and broad equity acceleration (especially if awards are not assumed or under Special CiC Events) provide retention but create a “golden parachute” quantum that investors should monitor in M&A scenarios .
- Potential vesting‑related supply: Large outstanding RSUs/PSUs ($16.1m value at 12/31/2024) could result in periodic Form 4 activity tied to vesting/settlement; hedging/pledging prohibitions mitigate alignment concerns .
- Execution track record: 2023–2024 TSR outperformance and FCF deployment to buybacks; 2025 adds inventory depth and maintains leverage ≤1x, consistent with long‑term value creation focus .
- Governance quality: Board Chair/CEO separation, independent committees, high attendance; compensation governance uses independent consultant WTW; no tax gross‑ups; no option repricing; anti‑hedging/pledging policies—supportive of governance risk control .