Kirk Lazarine
About Kirk Lazarine
Kirk Lazarine (age 71) is a Class I director at Granite Ridge Resources, Inc. (GRNT), serving since 2022 with his current term expiring at the 2026 annual meeting. He is a co-founder of Grey Rock, previously a Managing Partner (2013–Oct 2023), and earlier CEO of KOR Resources and a 23‑year Chevron veteran; he holds a B.B.A (Southwest Texas State University) and a B.S. in Petroleum Land Management (University of Houston) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Grey Rock | Co‑Founder; Managing Partner; Investment Committee member | 2013–Oct 2023 (Managing Partner) | Deal origination, business development, portfolio management, divestitures |
| KOR Resources | Chief Executive Officer | 2004–2013 | Led acquisition of a significant Eagle Ford oil window lease position |
| Chevron | Area Manager, Unconventional Gas team | 23 years | Upstream unconventional gas management experience |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| American Association of Petroleum Landmen (AAPL) | Member | Not disclosed |
| West Houston Association of Petroleum Landmen (WHAPL) | Member | Not disclosed |
Board Governance
- Independence: Not independent under NYSE rules (affiliations with Grey Rock and Voting Agreement) .
- Committee assignments: None (not a member of Audit, Compensation, Conflicts, or ESG committees) .
- Attendance: All incumbent directors attended 100% of aggregate Board and assigned committee meetings in 2024; as Lazarine held no committee seats, this implies full Board attendance .
- Board leadership and oversight:
- Controlled company: Voting Agreement parties (including Lazarine) collectively control ~50% of outstanding shares, availing controlled-company exemptions (no majority-independent Board requirement; nomination and compensation committees not required to be fully independent) .
- Lead Independent Director: John McCartney (since 2022), presides over executive sessions at regular meetings .
- Risk oversight: Audit Committee oversees ERM; Conflicts Committee (all independent) reviews/approves transactions with the Manager and affiliates .
Fixed Compensation
Director pay structure is standardized across GRNT.
| Year | Cash Retainer ($) | Equity Grant ($) | Chair Fees ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 75,000 | 75,000 | 0 | 150,000 |
| 2023 | 75,000 | 75,000 | 0 | 150,000 |
Equity Grant Detail (2024):
| Grant Date | Type | Shares | Vesting |
|---|---|---|---|
| 2024-01-02 | Restricted Stock | 12,275 | Vested in full on 2025-01-02 |
Notes:
- Independent directors received a one-time $100,000 initial equity grant in January 2023; Lazarine did not, consistent with his non‑independent status .
Performance Compensation
- Director compensation at GRNT is not tied to performance metrics; annual equity grants are time‑based (no TSR/financial targets for directors disclosed) .
| Metric | Target | Payout |
|---|---|---|
| Performance‑linked components for director pay | Not disclosed | Not applicable |
Other Directorships & Interlocks
- Other public company directorships: None disclosed for Lazarine .
- Interlocks and affiliations:
- Grey Rock co‑founders/directors on GRNT Board (Miller, Perry) share Voting Agreement and Grey Rock ties with Lazarine; Voting Agreement group controls ~50% voting power .
- Auditor interlock: Forvis Mazars audits Grey Rock funds (since 2015) and GRNT (since 2022), increasing perceived related‑party proximity; Audit Committee annually assesses independence .
Expertise & Qualifications
- Energy upstream operations, portfolio management, asset origination/divestitures; Chevron unconventional gas area management; private equity energy deal experience .
- Education: B.B.A (Southwest Texas State University); B.S. Petroleum Land Management (University of Houston); Professional memberships in AAPL and WHAPL .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Kirk Lazarine | 1,030,719 | <1% | Party to Voting Agreement; group ~50% voting power |
Recent Share Movements (disclosed distributions):
| Date | Source | Shares to Lazarine |
|---|---|---|
| 2024-04-09 | GP III-A and GP III-B distributions | 24,318 |
| 2024-12-12 | Fund II distributions | 442,418 |
Ownership/Alignment policies:
- Insider Trading Policy prohibits short sales and hedging/monetization transactions by directors; no pledging policy disclosed; no hedging permitted .
Governance Assessment
-
Strengths
- Full attendance and Board engagement; executive sessions held at all regular meetings under Lead Independent Director oversight .
- Conflicts Committee composed entirely of independent directors to review related‑party transactions (including the Manager arrangements) .
- Clawback policy adopted (NYSE/SEC Rule 10D‑1 compliant) .
-
Risks and RED FLAGS
- Controlled company status with Voting Agreement parties (including Lazarine) at ~50% voting power reduces independent checks; Lazarine is not independent .
- Management Services Agreement (MSA) with Manager indirectly owned/controlled by four GRNT directors (including Lazarine); GRNT pays $10 million annual service fee, plus a termination fee up to the lesser of $10 million or 50% of remaining fees; 2024 payments totaled ~$10.4 million, and GRNT sold partial interests in unproved properties to an affiliate of the Manager for $7.5 million—material related‑party exposure .
- Auditor proximity: Forvis Mazars’ longstanding audit relationship with Grey Rock funds may present perceived independence challenges despite Audit Committee oversight .
- No committee assignments for Lazarine (no Audit/Compensation/Conflicts oversight role), limiting direct participation in key governance controls .
Related‑Party & Conflicts Summary:
| Transaction | Counterparty | Amount | Period | Oversight |
|---|---|---|---|---|
| Annual MSA fee | Manager (affiliated with Lazarine and other directors) | $10,000,000 | Ongoing; term through 2028; auto‑renew | Conflicts Committee |
| Termination fee (if applicable) | Manager | Up to $10,000,000 or 50% of remaining fees | Triggered under certain terminations/change‑of‑control | Conflicts Committee |
| 2024 payments under MSA | Manager | ~$10,400,000 | FY 2024 | Conflicts Committee |
| Divestiture to Manager affiliate | Manager affiliate | $7,500,000 | FY 2024 | Conflicts Committee |
Compensation Committee context:
- Composition: Darden (Chair), Miller, McCartney, Coussens (non‑voting); engaged independent consultant (Dana Krieg) for 2024 program design . Lazarine is not on Compensation Committee .
Say‑on‑Pay and Shareholder Feedback:
- As an Emerging Growth Company, GRNT is not required to conduct say‑on‑pay votes; reduced executive compensation disclosures apply .