Larry Oldham
About Larry C. Oldham
Larry C. Oldham, age 71, is an independent director of HighPeak Energy, Inc. (HPK) who has served on the Board since August 2020; he is a Class C director with a term running until the 2026 Annual Meeting and serves as the Board’s Lead Director, presiding over executive sessions . He chairs the Audit Committee and is designated the Audit Committee Financial Expert; he is also a certified public accountant with a BBA in Accounting from West Texas State University (now West Texas A&M University) earned in 1975 . Mr. Oldham has over 40 years of oil and gas industry experience, including founding Parallel Petroleum Corporation and leading significant Permian Basin asset acquisitions and operational innovations .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Parallel Petroleum Corporation | Founder; Director; President; CEO | Director 1979–2009; President 1994–2009; CEO 2004–2009 | IPO in 1980; acquired by affiliate of Apollo Global Management in 2009; later sold to Samsung C&T in 2011; led acquisitions (e.g., Fina Inc. West Texas assets in 1999); early adoption of 3D seismic; successful horizontal drilling programs in Wolfcamp and Barnett |
| Dorchester Gas Corporation | Employee | 1976–1979 | Operational experience in energy sector |
| KPMG Peat Marwick, LLP | Employee | 1975–1976 | Accounting foundation; CPA credential |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gateway Royalty VI LLC | Manager and Advisor | Since 2022 | Advises minerals/royalties acquisitions; Utica Shale focus |
| Gateway Royalty III/IV/V LLC | Manager | Since 2016 / 2018 / 2019 | Governance and strategy for minerals/royalties entities |
| Gateway Royalty I/II LLC | Advisor | Since 2012 / 2014 | Advisory role to earlier Gateway entities |
| Oldham Properties, Ltd. | Manager | Since 1990 | Private investment/real estate management |
| Mountain Capital LLC | Operating Partner | Current | Private equity operating partner (Houston) |
| Saddleback Exploration Inc. | Director | 2015–2023 | Private E&P board service until sale in 2023 |
| Hannathon Petroleum II | Director | Since 2023 | Private E&P board service (Midland, TX) |
| West Texas A&M University Foundation | Board Member | Current | Non-profit governance |
Board Governance
- Lead Director presiding over executive sessions; Board leadership combines CEO/Chair with Lead Director oversight; CEO controls ~68% voting power, indicating “controlled company” status under Nasdaq rules .
- Committee assignments: Audit Committee (Chair; independent; financial expert), Compensation Committee (not a member), Nominating & Governance Committee (not a member), ESG Committee (not a member) .
- Independence: Board affirmatively determined Mr. Oldham is independent under Nasdaq standards; he also meets Audit Committee independence requirements .
- Attendance and engagement: Board held six meetings in 2024; each director attended at least 75% of Board/committee meetings; all seven directors attended the 2024 Annual Meeting .
- Committee activity in 2024: Audit (4 meetings), Compensation (3), ESG (3), Nominating & Governance (2) .
- Risk oversight: Audit Committee oversees financial reporting, internal controls, compliance, and cybersecurity risk; independent auditor engagement and pre-approval processes documented .
Fixed Compensation (Director)
| Item | Amount (USD) | Grant/Effective Date | Vesting/Terms |
|---|---|---|---|
| Annual Restricted Stock Award (2024) | $150,006 | June 4, 2024 | Vests in full at the next annual meeting (expected June 3, 2025), subject to continuous service |
| Audit Chair Additional Award (2024) | ~$7,500 (RS or cash at election) | June 4, 2024 | Vests at next annual meeting, subject to continuous service |
| Annual Cash Retainer | $0 | Ongoing | No cash retainer; directors may elect up to $25,000 of equity grant value in cash |
| Meeting Fees | Not disclosed (none indicated) | Ongoing | Reimbursement of travel/misc. expenses; full indemnification under Delaware law |
Performance Compensation (Director)
| Award Type | Grant Date | Shares | Fair Value (USD) | Vesting Condition | Performance Metrics |
|---|---|---|---|---|---|
| Restricted Stock (Annual + Audit Chair) | June 4, 2024 | 11,203 (unvested as of 12/31/2024) | $157,514 (aggregate grant date fair value) | Time-based; vests at 2025 annual meeting or change-in-control | None disclosed for director awards (time-based vesting) |
Directors may elect to receive up to $25,000 of equity grant value in cash; awards are time-based with no disclosed performance targets for directors .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed |
| Private company boards | Saddleback Exploration Inc. (2015–2023); Hannathon Petroleum II (since 2023) |
| Non-profit/academic boards | West Texas A&M University Foundation (member) |
| Interlocks/potential conflicts | No specific interlocks or related-party transactions involving Mr. Oldham disclosed in the proxy’s related-party section; Board maintains RPT policy for transactions >$120,000 . |
Expertise & Qualifications
- Audit Committee Financial Expert; financially literate under SEC/Nasdaq standards .
- CPA; BBA in Accounting (West Texas State University, 1975) .
- 40+ years E&P operating and leadership experience in the Permian; founder and former CEO/President of Parallel Petroleum; experience in significant acquisitions and technical adoption (3D seismic, horizontal drilling) .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (shares) | 83,136 |
| Ownership as % of outstanding | Less than 1% (based on 126,067,436 shares) |
| Unvested restricted shares | 11,203 (vest on earlier of 2025 annual meeting or change-in-control) |
| Indirect holdings | 28,500 shares via a personal investment vehicle (beneficial ownership disclaimed except to pecuniary interest) |
| Pledging/Hedging | Company prohibits hedging; pledging allowed under revised Insider Trading Policy (2022); no pledging disclosed for Mr. Oldham |
| Ownership guidelines | Non-employee directors expected to hold stock ≥5x maximum annual cash payment option; all directors met guidelines as of Dec 31, 2024 |
Governance Assessment
- Strengths: Independent Lead Director role enhances oversight in a controlled company structure; Audit Committee chaired by a designated financial expert; robust committee cadence; prohibitions on hedging and structured insider trading policy; stock ownership guidelines met by all directors, supporting alignment .
- Risks/RED FLAGS: Controlled company status with CEO holding ~68% voting power can limit board independence; Compensation and Nominating & Governance Committees include non-independent members due to controlled company exemptions; company policy permits pledging of stock (though none disclosed for Mr. Oldham), which can create alignment and liquidity risks .
- Engagement: Board and committees met regularly; all directors attended the 2024 Annual Meeting; minimum 75% attendance threshold met by each director, indicating baseline engagement .
- Related-party oversight: Formal RPT policy requires Board review of transactions >$120,000; no specific Oldham-related transactions disclosed, but his energy investments and private board roles underscore the importance of continued RPT monitoring .
Overall, Mr. Oldham’s extensive E&P and accounting background, combined with his Audit Committee leadership and Lead Director role, support board effectiveness; the controlled company context and allowance of pledging merit ongoing investor monitoring, particularly of committee independence and insider financing practices .