Matthew Miller
About Matthew Miller
Matthew Miller (age 41) is Director and Co‑Chairman of the Board at Granite Ridge Resources, Inc. (GRNT), serving since 2022; he is not an independent director under NYSE rules . He co‑founded Grey Rock Investment Partners and has been Managing Partner since 2013, sits on Grey Rock’s Investment and Valuation Committees, and previously held roles at Bluescape Resources (VP, 2008–2013) and McKinsey & Co. (2006–2008). He holds a B.S. in Commerce from the University of Virginia and is a CFA charterholder .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bluescape Resources | Vice President | 2008–2013 | Energy investing/execution |
| McKinsey & Co. | Consultant | 2006–2008 | Strategy/operations exposure |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Grey Rock Investment Partners | Co‑Founder, Managing Partner | 2013–present | Investment Committee; Valuation Committee |
| UVA Jefferson Scholars (DFW) | Co‑Chair, Regional Selection Committee | Not disclosed | Community/academic engagement |
Board Governance
- Role and independence: Co‑Chair of GRNT’s Board; classified as not independent . John McCartney is Lead Independent Director; independent directors meet in executive session each regular meeting .
- Committee assignments: Member, Compensation Committee (non‑chair; committee chaired by Thaddeus Darden). Not an Audit, Conflicts, or ESG Committee member .
- Attendance: All incumbent directors, including Miller, attended 100% of aggregate Board and committee meetings in 2024; 4 regular Board meetings (plus 2 special) and committee meetings as listed .
- Controlled company: GRNT avails itself of NYSE “controlled company” exemptions; a Voting Agreement among Grey Rock affiliates and certain directors (including Miller) drives control. As of Mar 25, 2025, Voting Agreement parties controlled ~50.0% of outstanding shares .
- Hedging policy: Insider Trading Policy prohibits short sales and hedging/monetization transactions in company securities .
Implications: Miller’s co‑chair role and Compensation Committee seat, combined with GRNT’s controlled company status, concentrate influence among Grey Rock‑affiliated directors. The Conflicts Committee (fully independent, chaired by Michele Everard) and Lead Independent Director help mitigate governance risk .
Fixed Compensation (Director)
| Year | Cash Retainer ($) | Chair Fees ($) | Total Cash ($) |
|---|---|---|---|
| 2024 | 75,000 | 0 | 75,000 |
| 2023 | 75,000 | 0 | 75,000 |
- Standard board retainer: $75,000 per director annually, payable quarterly; Audit Chair receives an extra $15,000 (not applicable to Miller) .
Performance Compensation (Director)
| Grant Type | Grant Date | Shares/Value | Vesting | Notes |
|---|---|---|---|---|
| Restricted Stock | Jan 2, 2024 | 12,275 shares ($75,000) | Vests in full Jan 2, 2025 | Standard annual director equity grant |
| Restricted Stock | Jan 3, 2023 | 8,813 shares ($75,000) | Vested Jan 3, 2024 | Annual director grant; one‑time $100k initial grant applied only to independent directors (not Miller) |
- No meeting fees; equity is time‑based, not performance‑based, for non‑employee directors .
- Clawback: Company adopted a Dodd‑Frank‑compliant clawback policy effective Nov 8, 2023 for incentive‑based compensation tied to financial reporting measures and “Covered Officers”; policy scope does not specify inclusion of non‑employee directors .
Other Directorships & Interlocks
| Entity | Relationship | Potential Interlock/Conflict |
|---|---|---|
| Grey Rock Administration, LLC (the “Manager”) | Manager provides services to GRNT under MSA; Manager indirectly owned/controlled by Miller, Perry, Darden, Lazarine | Related‑party exposure via $10 million annual services fee; termination fee up to $10 million; GRNT paid ~$10.4 million in 2024 and divested unproved interests ($7.5 million) to a Manager affiliate |
| Forvis Mazars LLP | Auditor for GRNT; previously auditor to Grey Rock‑managed funds since 2015 | Perceived familiarity risk; Audit Committee independence and oversight disclosed |
| Voting Agreement parties (Grey Rock entities and certain directors) | GREP GP III possesses an irrevocable voting proxy over shares held by parties, including Miller | Governance control concentration; controlled company exemptions applied |
Expertise & Qualifications
- Energy investment, deal origination, valuation, due diligence, execution, divestitures; CFA charterholder; UVA B.S. Commerce .
- Committee experience: Investment and Valuation Committees at Grey Rock; GRNT Compensation Committee member .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Matthew Miller | 7,881,012 | 6.0% | Includes 6,650,497 shares held by Fund II‑C (Miller and Darden control; subject to Voting Agreement) |
- Share movements: On Dec 12, 2024, Fund II distributions included 456,956 shares to Matthew Miller; Apr 9, 2024 distributions from Fund III GPs included 24,318 shares to Miller .
- Outstanding shares: 131,134,671 as of Mar 25, 2025 .
Insider Transactions (recent structural distributions)
| Date | Transaction | Shares to Miller |
|---|---|---|
| Apr 9, 2024 | Pro‑rata distribution from GP III‑A and GP III‑B | 24,318 |
| Dec 12, 2024 | Pro‑rata distribution from Fund II entities | 456,956 |
Governance Assessment
- Strengths:
- Full attendance and regular executive sessions of independent directors; Lead Independent Director in place .
- Independent Conflicts Committee overseeing related‑party transactions; explicit Related Party Transactions Policy .
- Hedging/short‑sale prohibitions under Insider Trading Policy .
- Risks and red flags:
- Controlled company: Voting Agreement centralizes control; board may not have majority independent members (exempted under NYSE rules) .
- Related‑party exposure: MSA with Manager owned/controlled by Miller and other directors; substantial annual fees and termination provisions; 2024 asset divestiture to a Manager affiliate ($7.5 million) .
- Auditor ties to Grey Rock funds (history since 2015) present perception risks despite Audit Committee independence .
- Compensation Committee membership by a non‑independent co‑chair (Miller) may raise pay‑setting optics concerns, although committee has independent members and an outside consultant .
Bottom line: Miller brings strong energy investment expertise and significant ownership alignment (6%), but investors should monitor controlled company dynamics, the Manager MSA economics, and Conflicts Committee rigor to ensure minority shareholder protections and robust board effectiveness .