Timothy Cutt
About Timothy Cutt
Timothy Cutt, age 64, has served on Gulfport Energy’s Board since May 2021 and is the non‑executive Board Chair since March 2023; he is not considered independent by the Board due to his prior employment as Gulfport’s CEO. He is a petroleum engineer with 40+ years of energy experience and holds a B.S. in Petroleum Engineering from Louisiana Tech University . His background includes CEO and director roles at QEP Resources (2019–2021), CEO/director at Cobalt International Energy (2016–2018), President of BHP Billiton’s Petroleum Division (2013–2016) and multiple senior leadership positions at ExxonMobil .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| QEP Resources | Chief Executive Officer and Director | Jan 2019 – Mar 2021 | Led E&P operations; served on board |
| Cobalt International Energy | Chief Executive Officer and Director | 2016 – 2018 | Senior leadership through industry cycle |
| BHP Billiton | President, Petroleum Division; Corporate Executive Committee member | 2013 – 2016 | Global upstream leadership; executive committee governance |
| ExxonMobil (Mobil/ExxonMobil) | President, ExxonMobil de Venezuela; President, ExxonMobil Canada Energy; President, Hibernia Management & Development Co. | Various | Multi‑country operating leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Louisiana Tech Foundation Board | President | Current | University foundation leadership |
| American Exploration & Production Council (AEPC) | Board Member | 2021 – 2023 | Industry association governance |
| American Petroleum Institute (API) | Board Member | 2013 – 2018 | Industry standards/policy engagement |
Board Governance
- Role and independence: Non‑executive Board Chair; not independent under NYSE standards due to prior Gulfport CEO employment .
- Board Chair responsibilities: Presides at Board/stockholder meetings; sets Board agendas; facilitates director communication; may call special meetings; advises the CEO and officers .
- Committee assignments: Not listed as a member on Audit, Compensation, or Nominating/ESG Committees (all committee members are independent directors) .
- Board/committee activity: Board met 9 times in 2024; each director attended over 94% of aggregate Board/committee meetings; overall attendance reported at 99% .
- Lead Independent Director: David Wolf serves as Lead Independent Director and sits on all committees, reinforcing independent oversight .
| Committee (2024) | Members | Meetings |
|---|---|---|
| Audit | Wolf (Chair, financial expert), Martinez, Powers, Reganato | 8 |
| Compensation | Martinez (Chair), Wolf, Reganato, Shafer‑Malicki | 5 |
| Nominating, Environmental, Social & Governance (NESG) | Shafer‑Malicki (Chair), Wolf, Powers, Reganato | 5 |
Fixed Compensation
| Component | 2024 Amount |
|---|---|
| Fees Earned or Paid in Cash (Board Chair) | $125,000 |
2024 director fee program parameters (context): Base cash retainer $100,000; additional $25,000 for Board Chair; $25,000 for Lead Director; committee chair/member fees as listed; stock ownership guideline 5x annual base retainer .
Performance Compensation
| Equity Grant Type | 2024 Fair Value | Grant Valuation Basis | Vesting |
|---|---|---|---|
| Restricted Stock Units (RSUs) | $150,000 | May 23, 2024 NYSE close $155.68 | 1‑year cliff vest on May 26, 2024 |
Performance metrics for director equity: None—director RSUs are time‑based and not tied to operational, financial, or TSR performance metrics .
Other Directorships & Interlocks
| Company | Role | Tenure | Notes |
|---|---|---|---|
| QEP Resources | Director (and CEO) | Jan 2019 – Mar 2021 | Past five‑year disclosure in proxy |
Compensation Committee interlocks: None reported among Compensation Committee members; no insider participation; supports independent oversight .
Expertise & Qualifications
- 40+ years in global upstream operations and executive leadership; prior CEO experience and governance credentials in public E&P .
- Technical expertise in petroleum engineering; international operating experience across North America, Latin America, and offshore platforms .
- Board leadership experience, including non‑executive chair roles and service on industry associations .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (shares) | 46,790 |
| Ownership as % of shares outstanding | <1% (outstanding 17,883,113) |
| Unvested RSUs vesting within 60 days of Mar 7, 2025 | 8,767 |
| Director stock ownership guideline | 5x annual retainer; Cutt has met guideline |
| Anti‑hedging/pledging policy | Hedging/pledging prohibited; policy compliance indicated |
Notes: Outstanding executive RSU/PSU awards granted during prior CEO tenure continue to be eligible to vest while he serves on the Board, per the transition agreement .
Governance Assessment
- Independence and chair structure: Cutt is a non‑executive but non‑independent Board Chair, a potential governance trade‑off mitigated by a strong Lead Independent Director and fully independent committee leadership .
- Attendance and engagement: Reported 99% overall attendance in 2024 and >94% for each director supports active oversight and board effectiveness .
- Pay and alignment: Director pay mix is modest (cash $125k; RSU $150k; total $275k) with required stock ownership at 5x retainer and compliance met, signaling alignment with shareholders .
- Policy safeguards: Anti‑hedging/pledging policy in force; executive compensation clawback adopted; majority voting in uncontested director elections; separation of Chair/CEO roles since Jan 24, 2023 .
- Potential conflicts/related parties: No related‑party transactions disclosed involving Cutt; notable 2024 items included employment of CEO’s family member and share repurchases from Silver Point affiliates (ties to another director), but none linked to Cutt .
- Investor sentiment: 2024 Say‑on‑Pay received 97.8% approval, indicating strong shareholder support for compensation programs under current governance .
RED FLAGS: Non‑independent Chair status (structural); continued vesting of legacy CEO equity while serving as director warrants monitoring for incentives but is disclosed and conditioned on continued Board service .
Positive signals: High attendance, independent committee chairs, robust ownership guidelines and compliance, anti‑hedging/pledging policy, and strong Say‑on‑Pay vote .