Mary Shafer-Malicki
About Mary Shafer‑Malicki
Independent director since May 2023, age 64, with a 26‑year operating career at BP/Amoco spanning senior leadership roles across Angola, Vietnam, the North Sea, UK Continental Shelf, and the Netherlands; B.S. Chemical Engineering from Oklahoma State University. Current external roles include director at Ag Growth International and service on the University of Wyoming Foundation and industry advisory boards for the Chemical Engineering departments at the University of Wyoming and Oklahoma State University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BP Angola | Senior Vice President/CEO; COO/General Manager | 2005–2009 | Led upstream operations in Angola |
| BP Vietnam | Director General | 2003–2005 | Country leadership |
| BP Central North Sea (Scotland) | Business Unit Leader, gas business | 2001–2003 | Asset leadership |
| BP UK Continental Shelf | General Manager, support services | 2000–2001 | Ops support oversight |
| Amoco/BP Netherlands | President & General Manager, onshore/offshore production & gas storage | 1998–2000 | Country operations leadership |
| QEP Resources | Chair of the Board | 2017–2021 | Board leadership |
| McDermott International Inc. | Director | 2011–2020 | Board service |
| Wood plc | Director | 2012–2021 | Board service |
| Ausenco Limited | Director (prior board experience) | Not specified | Board service |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Ag Growth International (TSX:AFN) | Director | Since Jan 2024 | Current public company directorship |
| University of Wyoming Foundation | Director | Not specified | Non‑profit governance |
| Univ. of Wyoming & Oklahoma State Univ. (Chem. Eng.) | Industry Advisory Board Member | Not specified | Academic advisory roles |
Board Governance
- Independence: Determined independent under NYSE standards; one of five independent directors on a seven‑member board .
- Committee assignments: Chair, Nominating, Environmental, Social & Governance (NESG); Member, Compensation Committee .
- Attendance and engagement: Board met 9 times in 2024; each director attended over 94% of aggregate Board/committee meetings; all directors attended the 2024 Annual Meeting .
- Board processes: Non‑management executive sessions are routine; standing written charters; lead independent director role held by David Wolf .
- Risk oversight scope via committees: NESG oversight includes HSE, sustainability, governance, succession planning, and ESG disclosure approval .
2024 Director Election Result (signal of investor support)
| Nominee | For | Against | Abstain | Non‑Votes |
|---|---|---|---|---|
| Mary Shafer‑Malicki | 15,270,392 | 1,081,731 | 4,110 | 446,900 |
Fixed Compensation (Director)
| Component | Amount |
|---|---|
| Annual base cash retainer | $100,000 |
| NESG Committee Chair retainer | $10,000 |
| Compensation Committee member retainer | $5,000 |
| Total cash earned (2024) | $115,000 |
Performance Compensation (Director)
- Equity grant: RSUs valued at $150,000 with 1‑year cliff vest (May 26, 2024). Grant date fair value based on May 23, 2024 closing price $155.68; all non‑employee directors received this RSU grant .
- Performance metrics for director awards: None disclosed (director equity is time‑based RSUs) .
Other Directorships & Interlocks
| Company | Role | Period |
|---|---|---|
| Ag Growth International | Director | Since Jan 2024 |
| Callon Petroleum | Director | Jan 2022 – Apr 2024 |
| QEP Resources | Chair | Jul 2017 – Mar 2021 |
| McDermott International Inc. | Director | Nov 2011 – May 2020 |
| Wood plc | Director | May 2012 – May 2021 |
Interlocks/conflicts: Compensation Committee disclosed no interlocks or related‑party transactions involving members (including Mary) during the past fiscal year .
Expertise & Qualifications
- Deep upstream operating experience across multiple geographies and value chain segments; extensive public company board leadership including chair experience .
- ESG governance leadership as NESG Chair, overseeing HSE, sustainability reporting, corporate responsibility actions, succession planning, and governance practices .
- Education: B.S., Chemical Engineering, Oklahoma State University .
Equity Ownership
| Holder | Beneficial Shares | Unvested RSUs (vesting within 60 days of Mar 7, 2025) | % of Class | Shares Outstanding Basis |
|---|---|---|---|---|
| Mary Shafer‑Malicki | 2,366 | 964 | <1% | 17,883,113 common shares |
- Ownership guidelines: Non‑employee directors must hold stock equal to 5× annual retainer within 5 years; Mary is on track to meet guidelines .
- Hedging/pledging: Company policy prohibits hedging, pledging, and margin accounts for directors; to the Company’s knowledge, all follow these policies .
Governance Assessment
- Strengths: Independent director with significant operating and board leadership experience; chairs NESG with expansive ESG/HSE oversight; high board attendance and formalized governance processes (charters, executive sessions, lead independent director). Director compensation structure aligns with typical E&P governance (cash retainer + time‑based RSUs) and stock ownership guidelines reinforce alignment .
- Shareholder signals: 2024 Say‑on‑Pay support strong at 97.8%; Mary’s election received 15.27M “For” vs. 1.08M “Against,” reflecting generally solid investor support though with relatively more opposition than certain peers (e.g., Jason Martinez) in 2024 .
- Pay and committee independence: Compensation Committee uses independent consultant WTW; committee members (including Mary) reported no interlocks or related‑party transactions; clawback and anti‑hedging/pledging policies in place .
- Potential conflicts/RED FLAGS: No related‑party transactions disclosed for committee members; anti‑pledging/hedging policy mitigates alignment risks. No director‑specific perquisites beyond standard program. Monitor future external directorships for sector overlap and any supplier/customer ties; currently none identified in Company disclosures .
Committee Assignment Detail (2024)
| Committee | Role | Meetings in 2024 | Key Oversight Areas |
|---|---|---|---|
| NESG | Chair | 5 | Board composition; ESG/HSE; sustainability report approval; succession planning; crisis/HSE risk; governance policies |
| Compensation | Member | 5 | Exec pay strategy; incentive plans; equity plan administration; disclosure; say‑on‑pay review |
Director Compensation Summary (2024)
| Name | Fees Earned (Cash) | Stock Awards (RSUs) | Total |
|---|---|---|---|
| Mary Shafer‑Malicki | $115,000 | $150,000 | $265,000 |
Shareholder Engagement & Say‑on‑Pay
- Company engaged holders representing over 60% of shares outstanding; 2024 Say‑on‑Pay “For” votes: 15,995,250; “Against”: 356,178; “Abstain”: 4,805; non‑votes: 446,900; proxy CD&A notes 97.8% support .