Thaddeus Darden
About Thaddeus Darden
Thaddeus Darden (age 38) is a Class I director of Granite Ridge Resources, Inc. (GRNT) serving since 2022, with his current term expiring at the 2026 annual meeting; the Board classifies him as not independent. He is Managing Partner at Grey Rock (since Nov 2023), sits on Grey Rock’s Investment and Valuation Committees, and previously worked at Bain & Company in the oil and gas practice; he holds a B.S. in Systems Engineering from the University of Virginia and was a Jefferson Scholar .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Grey Rock Investment Partners | Managing Partner | Nov 2023–present | Member, Investment Committee and Valuation Committee; manages investment team; leads diligence, valuation, business development |
| Grey Rock Investment Partners | Partner (and prior roles of increasing responsibility) | Jan 2018–Nov 2023; roles since 2014 | Deal origination, portfolio valuation, business development |
| Bain & Company | Consultant (oil & gas practice) | 2010–2014 | Deal diligence, growth strategies, operational streamlining for upstream/midstream companies |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Grey Rock (Funds/GP entities) | Investment and Valuation Committees | Ongoing | Committee memberships at Grey Rock; no other public company directorships disclosed for Darden |
Board Governance
- Independence: Not independent; Granite Ridge is a “controlled company” under NYSE rules due to a Voting Agreement group holding ~50% of voting power .
- Lead Independent Director: John McCartney (since 2022) .
- Attendance: 100% attendance at Board and committee meetings in 2024 for all incumbent directors .
- Insider trading policy: Prohibits short sales and hedging/monetization transactions in GRNT securities .
| Committee | Membership | Chair Role | 2024 Meetings |
|---|---|---|---|
| Audit | Not a member | — | 5 |
| Compensation | Member | Chair | 4 |
| Conflicts | Not a member | — | 1 |
| ESG | Member | — | 2 |
- Compensation Committee structure: Members include Darden (Chair), Matthew Miller, John McCartney, and Amanda Coussens (non-voting); committee engaged independent consultant Dana Krieg for 2024 program design .
Fixed Compensation (Director)
| Year | Cash Retainer ($) | Committee Chair Fees ($) | Stock Awards ($) | Shares Granted | Vesting |
|---|---|---|---|---|---|
| 2024 | 75,000 | 0 (Audit Chair only; Darden is Compensation Chair) | 75,000 | 12,275 RS (Jan 2, 2024 grant) | Vested Jan 2, 2025 |
| Total 2024 | 150,000 |
- Standard Board fees in 2024: $75,000 cash retainer; $75,000 annual equity grant; additional $15,000 only for Audit Committee Chair (not applicable to Darden) .
Performance Compensation (Director)
| Component | Type | Grant Date | Shares/Units | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| Annual equity (director) | Time-based Restricted Stock | Jan 2, 2024 | 12,275 | Vests on first anniversary (Jan 2, 2025) | None disclosed for directors (RS are time-based) |
No director performance-conditioned equity metrics are disclosed; PSUs and associated metrics are part of NEO compensation, not director pay .
Other Directorships & Interlocks
| Entity | Relationship to GRNT | Role/Ownership | Interlock/Notes |
|---|---|---|---|
| Grey Rock Energy Partners / affiliates | GRNT’s external Manager via MSA | Manager is indirectly owned/controlled by directors including Darden; provides management/services | GRNT pays $10M annual service fee; $10.4M paid in 2024; divested unproved interests to Manager affiliate for $7.5M in 2024; Conflicts Committee (independent) oversees related party transactions |
| Voting Agreement Parties | Control group | Voting Agreement gives GREP GP III proxy to vote shares owned/controlled by Darden, Miller, Perry, Lazarine, etc. | ~50.0% voting power; “controlled company” exemptions availed |
Expertise & Qualifications
- Energy investment, deal origination, valuation and analysis; manages investment team at Grey Rock .
- Prior consulting in upstream/midstream strategy and operations at Bain .
- Education: B.S. Systems Engineering, University of Virginia; Jefferson Scholar .
Equity Ownership
| Holder | Shares | % of Outstanding | Notes |
|---|---|---|---|
| Thaddeus Darden (total beneficial) | 7,039,364 | 5.4% | Includes direct and indirect holdings; subject in part to Voting Agreement |
| Breakdown: Fund II-C (controlled by Darden & Miller) | 6,650,497 | — | Shares held for former Fund II limited partners; subject to Voting Agreement |
| Breakdown: Direct | 340,380 | — | Direct ownership by Darden |
| Breakdown: Monticello Avenue LLC | 48,487 | — | Darden has voting and investment power |
Granite Ridge had 131,134,671 shares outstanding as of March 25, 2025 .
Governance Assessment
- Strengths:
- 100% attendance at Board and committee meetings in 2024 supports engagement .
- Lead Independent Director structure with executive sessions at each regular Board meeting in 2024 .
- Independent Conflicts Committee (Everard, Coussens, McCartney) overseeing related party transactions; written charters available .
- Insider trading policy prohibits hedging and short sales, supporting alignment .
- Concerns/Red Flags:
- Controlled company: Voting Agreement group controls ~50% voting power; Board avails NYSE controlled company exemptions (majority independence, fully independent comp/nom gov committees not required) .
- Not independent: Darden is not an independent director; he chairs the Compensation Committee alongside a non-independent director (Miller), which may weaken perceived pay oversight despite presence of independent member McCartney and non-voting Coussens .
- Related-party exposure: The Manager (owned/controlled by directors including Darden) receives a $10M annual fee and termination fee protections; GRNT paid ~$10.4M to Manager in 2024 and divested assets to a Manager affiliate for $7.5M—elevated conflict risk despite Conflicts Committee oversight .
- Voting proxy: GREP GP III holds an irrevocable proxy to vote shares owned/controlled by Darden and others, consolidating voting control and potentially diluting minority shareholder influence on director accountability .
Compensation process mitigant: The Compensation Committee engaged an independent consultant (Dana Krieg) to design competitive, structured programs in 2024; however, chairing by a non-independent director remains a governance signal to monitor .
ESG/nomination oversight: ESG Committee (Perry—Chair; members include Darden and Coussens) handles board composition, nominations, evaluations, and CEO succession; helps formalize governance processes under controlled company structure .
Appendix: Key Governance/Policy References
- Meeting counts (2024): Audit 5; Compensation 4; Conflicts 1; ESG 2 .
- Lead Independent Director responsibilities .
- Insider Trading & anti-hedging policy .
- Related Party Transactions Policy and Conflicts Committee role .
- Incentive Plan: Non-employee director annual total compensation cap ($750,000) .