Keith Covington
About Keith A. Covington
Keith A. Covington, age 61, is an independent director of HighPeak Energy serving since August 2020 and nominated as a Class B director for a term through the 2028 annual meeting . He is a long-tenured real estate investor and General Partner at Magnolia Partners since 2002, with prior finance and private equity experience; he holds an MBA from Stanford GSB and a BA cum laude in Economics from Claremont McKenna, maintains a California real estate broker’s license, and has participated in KPMG’s Audit Committee Institute . The Board has affirmatively determined he is independent under Nasdaq rules; he also meets Audit Committee independence requirements and Nasdaq’s additional standards applicable to Compensation Committee members .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gores Holdings IX, Inc. (SPAC) | Independent Director; Audit & Compensation Committee member | Jan 2022 – Dec 2024 | Liquidated to stockholders at par in Dec 2024 |
| Gores Holdings VII, Inc. (SPAC) | Independent Director; Audit & Compensation Committee member | Feb 2021 – Dec 2022 | Liquidated to stockholders at par in Dec 2022 |
| Pure Resources, Inc. | Founding Board Member; Audit Committee Chair; Compensation Committee Member; Special Committee Co-member | 2000 – 2002 | Special Committee evaluated & recommended sale to Unocal (later Chevron) in Oct 2002 |
| Davis Companies | Vice President; prior Principal at Stone Canyon Venture Partners | 1991 – 2002 | Due diligence, financial analysis, asset management across real estate and PE/VC (> $10B assets) |
| Janss Corporation | Real Estate – due diligence, structuring, leasing | 1989 – 1990 | Residential & commercial projects |
| PaineWebber Group Inc. (UBS IB) | Financial Analyst | 1985 – 1987 | Real estate IB transactions incl. sale/leasebacks and major IPO/MLP |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Magnolia Partners | General Partner | 2002 – Present | Residential real estate focus (Southern California) |
| El Segundo Senior Housing Board | Chief Financial Officer | ~5+ years (prior) | Community governance experience |
Board Governance
- Committee assignments: Audit Committee member; Compensation Committee member; ESG Committee member; not on Nominating & Governance Committee .
- Chair roles: None; Audit Chair is Larry Oldham; Compensation Chair Jack Hightower; ESG Chair Sharon Fulgham; Nominating & Governance Chair Jack Hightower .
- Independence and executive sessions: Board determined Covington independent; the five independent directors meet in executive sessions each meeting with the Lead Director presiding (Lead Director: Larry Oldham) .
- Attendance: In 2024 the Board met six times; each director attended at least 75% of aggregate Board and committee meetings; all seven directors attended the 2024 annual meeting .
- Election signal: 2025 vote support—For: 95,012,791; Withheld: 291,968; Broker non-votes: 16,917,481 .
- Controlled company context: Chairman/CEO Jack Hightower controls ~68% of voting power; as a controlled company, HPK’s Compensation and Nominating & Governance Committees include non-independent directors, though Covington meets Nasdaq’s additional Compensation Committee independence standards .
Fixed Compensation
| Component | 2024 Amount/Detail | Vesting | Notes |
|---|---|---|---|
| Annual cash retainer | $0 | n/a | No cash retainer for non-employee directors |
| Restricted stock award | $150,006 grant-date fair value; 10,669 shares at $14.06/share granted June 4, 2024 | Vests in full at next annual meeting (expected June 3, 2025) subject to continuous service | Equity-heavy design to align interests |
| Committee chair fee (Audit Chair) | Not applicable (Covington not Chair) | n/a | Audit Chair receives additional ~$7,500 in RS or cash (Oldham) |
| Cash election option | Up to $25,000 of award may be electable in cash; Covington reported no cash in 2024 (Fees Earned column shows “—”) | n/a | Paid within 30 days of grant if elected |
| Reimbursements/indemnification | Travel/misc. expenses reimbursed; full indemnification permitted under Delaware law | n/a | Applies to all directors |
Performance Compensation
| Element | Detail |
|---|---|
| Performance-linked metrics | None disclosed for director compensation; awards are time-based restricted stock (no PSUs/options outstanding for non-employee directors) |
Other Directorships & Interlocks
| Company | Public/Private | Role | Committee/Notes |
|---|---|---|---|
| Gores Holdings IX, Inc. | Public (SPAC; now liquidated) | Independent Director | Audit & Compensation member; liquidated at par (Dec 2024) |
| Gores Holdings VII, Inc. | Public (SPAC; now liquidated) | Independent Director | Audit & Compensation member; liquidated at par (Dec 2022) |
| Pure Resources, Inc. | Public (acquired 2002) | Board Member | Audit Chair; Compensation member; special committee for sale to Unocal |
| Magnolia Partners | Private | General Partner | Real estate investments |
Expertise & Qualifications
- Education: MBA, Stanford Graduate School of Business; BA cum laude in Economics, Claremont McKenna College .
- Technical/governance: Audit and compensation committee experience; KPMG Audit Committee Institute participation; California real estate broker’s license .
- Industry/finance: Prior board experience in upstream oil & gas (Pure Resources); real estate and private equity diligence/asset management (> $10B) .
Equity Ownership
| Item | Amount/Status |
|---|---|
| Total beneficial ownership | 59,034 shares; <1% of outstanding shares |
| Unvested restricted stock | 10,669 shares vesting at 2025 annual meeting or upon change in control |
| Warrants (beneficial) | 7,500 warrants (Covington) exercisable within 60 days |
| Warrants (family member) | 500 warrants (family member); Covington disclaims beneficial ownership except to pecuniary interest |
| Ownership guidelines | All directors met stock ownership guidelines as of Dec 31, 2024; non-employee directors are expected to hold stock ≥5x their maximum annual cash payment option |
| Hedging/pledging | Hedging prohibited by policy; Board removed prohibition on pledging company securities in 2022; no pledging disclosed for Covington |
Governance Assessment
- Positives: Independent director serving on Audit, Compensation, and ESG committees; Board affirmed independence (including Audit and Compensation standards) . Strong shareholder support for re-election (95.0M For vs. 0.29M Withheld) . Equity-centric director pay with no cash retainer indicates alignment; vesting tied to service through annual meeting . Compliance with stock ownership guidelines strengthens skin-in-the-game . Attendance threshold met; Board/committees actively met through 2024 .
- Watch items and RED FLAGS:
- Controlled company structure: Concentrated voting power (~68%) and non-independent composition of Compensation and Nominating & Governance committees could limit independent oversight; although Covington meets additional independence standards, committee chairs include insiders .
- Pledging policy change: Board removed the prohibition on pledging in 2022, which can introduce misalignment risks if broadly used; no pledging disclosed for Covington specifically .
- Principal Stockholder Group governance rights: Stockholders’ Agreement grants nomination and committee representation rights to the controlling group, potentially influencing board dynamics and committee composition (excludes Audit Committee) .
- Related-party safeguards: Written Related Party Transaction policy requires Board review for transactions >$120,000 involving directors/officers/5% holders and their related persons .