Michele Everard
About Michele J. Everard
Independent Class I director (age 73) at Granite Ridge Resources since 2022; former Managing Director in the University of Michigan Investment Office with 38+ years overseeing real assets and serving on the University’s Investment Committee (2009–2019). Holds a B.B.A. in finance from Eastern Michigan University and is a CFA charterholder. Current term expires at the 2026 annual meeting; identified by the Board as independent under NYSE rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| University of Michigan Investment Office | Managing Director; Real Assets & Natural Resources | ~1981–Dec 2019 | Member, University Investment Committee (2009–2019); directed real asset investments and endowment oversight (top-10 endowment) |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| RFM Affordable Housing Fund, L.P. (Related Fund Management) | Advisory Board Member | Since 2022 | Advisory oversight; no public company board disclosed |
Board Governance
- Independence: The Board determined Michele Everard is an independent director under NYSE rules.
- Committee assignments: Audit Committee member; Conflicts Committee Chair. Audit Committee composed entirely of independent directors; all members meet NYSE financial literacy requirements.
- Lead Independent Director: John McCartney serves as Lead Independent Director (since 2022), presiding over executive sessions.
- Attendance: Board held 4 regular and 2 special meetings in 2024; independent directors met in executive session at all 4 regular meetings. All incumbent directors attended 100% of Board and committee meetings in 2024; all directors attended the 2024 Annual Meeting.
- Controlled company: Granite Ridge is an NYSE “controlled company” via a Voting Agreement covering ~50% of outstanding shares, availing certain governance exemptions (e.g., majority independent board not required).
- Risk oversight focus relevant to Everard: As Conflicts Committee Chair, oversees related-party and Manager-affiliate transactions, amendments, waivers and disputes (including MSA matters). Audit Committee oversees ERM, financial reporting, cybersecurity/data protection, and internal audit.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board retainer (cash) | $75,000 | Payable quarterly; directors may elect stock instead of cash |
| Annual equity grant (restricted stock) | $75,000 | Granted Jan 2, 2024 (12,275 RS), vested Jan 2, 2025; grant-date fair value under ASC 718 |
| Committee chair fees | $0 | Audit Chair receives $15,000 (Coussens); no chair fee disclosed for Conflicts Committee |
| Total 2024 Director Compensation | $150,000 | Fees + equity |
Performance Compensation
- No performance-based director compensation disclosed. Director equity awards are time-vested restricted stock (annual grant), with no stated TSR/financial metric linkage for non-employee directors.
Other Directorships & Interlocks
| Company/Institution | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| RFM Affordable Housing Fund, L.P. | Private fund | Advisory Board | No direct oil & gas overlap; advisory-only role; no GRNT transaction disclosed |
Expertise & Qualifications
- Real assets and natural resources investing; endowment-level portfolio oversight.
- Financial literacy for Audit Committee service per NYSE (Audit Committee composed of independent, financially literate members).
- CFA charterholder; B.B.A. in finance.
Equity Ownership
| Holder | Beneficial Shares | % of Outstanding | Basis/Notes |
|---|---|---|---|
| Michele J. Everard | 36,839 | 0.028% (36,839 / 131,134,671 ) | Less than 1% per proxy table; shares outstanding as of Mar 25, 2025 |
- 2024 director restricted stock awards (12,275 RS per director) vested on Jan 2, 2025.
- Insider Trading Policy prohibits short sales and hedging/monetization transactions in company securities (alignment positive); pledging not explicitly referenced.
Governance Assessment
- Strengths:
- Independent director with deep institutional real-asset investment experience; Audit Committee and Conflicts Committee leadership reinforces oversight of financial reporting and related-party risk.
- 100% attendance and participation in executive sessions; tangible engagement.
- Hedging/short-sale prohibitions and clawback policy implemented (NYSE Rule 10D-1 compliance).
- Concerns/RED FLAGS:
- Controlled company status concentrates voting power, enabling exemptions from certain NYSE governance requirements.
- Material related-party exposure: Management Services Agreement (MSA) with Manager controlled by four directors; ~$10.4 million paid in 2024 and $7.5 million asset divestiture to a Manager affiliate—places high importance on Conflicts Committee rigor (Everard chairs).
- No say-on-pay votes required due to Emerging Growth Company status; reduced compensation disclosures limit shareholder input.
Compensation Committee Analysis (Context)
- Composition: Darden (Chair), Miller, McCartney; Coussens non-voting member.
- Consultant: Independent advisor (Dana Krieg) engaged to review 2024 executive compensation program.
- Note: Everard is not a member of the Compensation Committee.
Insider Trades
| Date | Filing Type | Transaction | Shares | Price | Resulting Holdings |
|---|---|---|---|---|---|
| Not disclosed in proxy | — | — | — | — | — |
- Form 4 insider transaction details are not included in the DEF 14A; use SEC EDGAR/Form 4 filings for Michele Everard for transaction-level data. (No Form 4 data presented in these documents)
Related Party Transactions (Oversight relevance)
- MSA: Granite Ridge pays Manager $10 million annual fee; auto-renewal; termination fee up to $10 million under certain circumstances; opportunities presented 75% to Granite Ridge and 25% to affiliated funds. Manager is indirectly owned/controlled by four directors (Miller, Perry, Darden, Lazarine).
- 2024 RPTs: ~$10.4 million paid to Manager; $7.5 million divestiture to a Manager affiliate. Conflicts Committee (Everard, Chair) reviews/approves/ratifies Interested Transactions under policy.
Notes on Say-on-Pay & Shareholder Feedback
- As an Emerging Growth Company, Granite Ridge is not required to conduct say-on-pay or frequency votes, limiting insight into shareholder sentiment on compensation.