Sharon Fulgham
About Sharon F. Fulgham
Sharon F. Fulgham (age 47) has served on HighPeak Energy’s Board since August 2020. She is a partner at Fulgham Hampton Law Group (since Aug 2017), with prior roles at Kelly Hart & Hallman and as corporate attorney to Carlisle Title; her legal career spans commercial and employment disputes with extensive oil & gas sector representation. She graduated cum laude with a B.S. in Biology from Texas Christian University (2000) and earned a J.D. from the University of Houston (2004). She was elected a Class A director in 2024 to serve until the 2027 Annual Meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fulgham Hampton Law Group | Partner | Aug 2017–present | Represents public/private companies; oil & gas litigation expertise |
| Carlisle Title | Corporate Attorney; associated with firm | Assoc. since Dec 2016; Corporate Attorney since Nov 2019 | Title industry documents; broker/realtor instruction |
| Kelly Hart & Hallman | Partner; Associate | Partner Jan–Nov 2016; Associate 2009–2016 | Litigation across commercial and employment disputes |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Junior League of Fort Worth, Inc. | Vice President of Administration; Board member; Legal Committee; sustaining member | VP/Admin & Board 2015–2016; Legal Committee 2019–2022; sustaining member current | Community leadership and governance exposure |
| Young Men’s Service League (local chapter) | Board of Directors | 2021–2024 (2023 proxy indicates ongoing since 2021) | Nonprofit service governance |
Board Governance
- Committee memberships and chair roles:
- Compensation Committee member (with Hightower—Chair, Covington, Hollis); Covington and Fulgham qualify as independent under Nasdaq compensation committee standards; Hightower and Hollis are not independent .
- ESG Committee Chair; members include Covington, Hightower, Hollis; held two meetings in 2023 and three meetings in 2024 .
- Not an Audit Committee member; Audit chaired by Oldham (financial expert) .
- Independence status:
- Board determined Fulgham qualifies as “independent” for Compensation Committee membership under Nasdaq’s additional standards .
- Attendance and engagement:
- Board held 8 meetings in 2023; all directors attended ≥75% of Board and committee meetings; all 7 directors attended the 2023 annual meeting .
- Board held 6 meetings in 2024; each director attended ≥75% of Board/committee meetings; all 7 directors attended the 2024 annual meeting .
- In 2022, at least 75% attendance for directors except Gustin .
- Lead Independent Director and structure:
- Company is a “controlled company”; Hightower is Chairman/CEO and controls ~68% of voting power; Oldham is Lead Director, presiding over executive sessions .
- Director designation and potential influence:
- Fulgham serves as a designee of the Principal Stockholder Group under a Stockholders’ Agreement; The John Paul DeJoria Family Trust has rights to select one of the PSG-designated directors when PSG can nominate ≥2 directors .
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Annual cash retainer | $0 | $0 |
| Committee membership fees | None disclosed | None disclosed |
| Committee chair fees | Audit Chair only: additional $7,500 RS award or cash; not applicable to Fulgham | Audit Chair only: additional $7,500 RS award or cash; not applicable to Fulgham |
| Meeting fees | None disclosed | None disclosed |
| Cash election option | Up to $25,000 of equity grant may be elected in cash; table shows “—” cash for Fulgham in 2023 and 2024 |
Performance Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Restricted Stock Award grant date | June 1, 2023 | June 4, 2024 |
| Grant date fair value | $150,001 | $150,006 |
| Per-share grant date price | $12.89 | $14.06 |
| Shares granted/unvested at year-end | 11,637 shares unvested at 12/31/2023 | 10,669 shares unvested at 12/31/2024 |
| Vesting schedule | Vests in full at next annual meeting (expected June 4, 2024) | Vests in full at next annual meeting (expected June 3, 2025) |
| Performance conditions | None—time-based vesting only |
The director equity program is equity-heavy (no cash retainer) and time-based, with RS awards vesting at the next annual meeting; there are no disclosed performance metrics (TSR, EBITDA, ESG) tied to director pay .
Other Directorships & Interlocks
- Public company boards: None disclosed for Fulgham in HPK’s proxy biographies .
- Compensation Committee interlocks: Company discloses no interlocks or insider participation for 2023 .
- Designation/interlocks: Fulgham is a Principal Stockholder Group designee under the Stockholders’ Agreement; J.P. DeJoria Family Trust holds selection rights for one PSG-designated director when applicable .
Expertise & Qualifications
- Legal and governance expertise: Extensive litigation experience for public/private companies, including oil & gas sector; title industry documentation expertise .
- Education: B.S. Biology (cum laude), Texas Christian University (2000); J.D., University of Houston (2004) .
- Community leadership: Junior League of Fort Worth VP/Admin and Legal Committee; Young Men’s Service League local chapter board .
Equity Ownership
| Item | Value |
|---|---|
| Beneficial ownership (shares) | 54,040; less than 1% of outstanding shares |
| Shares outstanding (record date reference) | 126,067,436 shares (context for % ownership) |
| Unvested RSAs held (12/31/2024) | 10,669 shares |
| Ownership guidelines | Non-employee directors expected to hold stock ≥5x maximum annual cash payment option; all directors and Section 16 officers met guidelines as of 12/31/2024 |
| Hedging/pledging policy | Hedging, short sales, margin purchases prohibited without approval; 2022 policy removed prohibition against pledging of Company securities (see ownership section for pledging disclosure) |
Governance Assessment
-
Strengths
- Documented independence for Fulgham on the Compensation Committee under Nasdaq standards; chairing ESG indicates active governance engagement .
- Consistent attendance (≥75%) across Board and committee meetings; full director attendance at annual meetings suggests engagement .
- Equity-heavy director pay and stock ownership guidelines (≥5x max annual cash option) support alignment; Fulgham holds 54,040 shares and met guidelines as of 12/31/2024 .
-
Watch items and potential red flags
- Controlled company status with Chairman/CEO holding ~68% voting power; Compensation Committee includes two non-independent insiders (Hightower, Hollis) alongside Fulgham and Covington—may constrain independent oversight of pay .
- Director RS awards are time-vested with no performance conditions; vesting acceleration occurred historically (e.g., 2021 awards accelerated to Jan 3, 2022; Gustin’s award accelerated on resignation in 2023)—a shareholder-unfriendly signal if repeated broadly .
- Insider Trading Policy allows pledging (prohibition removed in 2022); while pledging status by Fulgham is not disclosed, permissive policy could weaken alignment absent strict controls .
- Fulgham is a designee of the Principal Stockholder Group; designation rights by a significant holder (J.P. DeJoria Family Trust) may introduce interlock-like influence on Board composition .
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Implications for investors
- Fulgham’s legal and ESG oversight background is additive to governance; however, HPK’s controlled structure and non-independent participation on Compensation and Nominating & Governance committees reduce the independence buffer. Time-based director equity and permissive pledging policy warrant continued monitoring for alignment and risk .