Terence Jupp
About Terence Jupp
Terence B. Jupp, age 65, has served as a Class I director since November 2012 and is currently Chair of the Compensation Committee. He is Managing Director at EIG Global Energy Partners (since April 2015), COO of Breakwater Energy (since September 2022) and MidOcean Energy (since October 2022), and formerly COO of Harbour Energy Ltd. (April 2015–March 2021). He holds a B.S. in petroleum engineering from Texas A&M University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| EIG Global Energy Partners | Managing Director | Apr 2015–present | Energy investing leadership |
| Breakwater Energy (EIG subsidiary) | Chief Operating Officer | Sep 2022–present | Operational leadership |
| MidOcean Energy (EIG-controlled) | Chief Operating Officer | Oct 2022–present | LNG operations oversight |
| Harbour Energy Ltd. | Chief Operating Officer | Apr 2015–Mar 2021 | Global upstream/midstream operations |
| Anadarko Petroleum (after Kerr-McGee acquisition) | VP Intl. Operations—Americas/Far East | Not disclosed (earlier career) | International operations |
| Kerr-McGee Oil and Gas | Various management roles incl. VP—International E&P | Not disclosed (earlier career) | International exploration/production |
External Roles
| Organization | Role | Public/Private | Committees/Notes |
|---|---|---|---|
| Maverick Natural Resources, LLC | Director | Private | U.S. long-lived reserves |
| Chrysaor Holdings Limited | Former Director | Private | Largest UK North Sea producer at time |
Board Governance
- Committee assignments: Compensation Committee Chair; current Compensation Committee members: Jupp (Chair), Black, Lovoi, Turowsky .
- Independence: Board affirmatively determined Jupp is independent; also independent under SEC standards for compensation committee membership .
- Attendance: All directors attended at least 75% of Board and committee meetings during 2024; Board met 4 times post-merger and 8 times pre-merger; independent directors hold executive sessions at least quarterly led by the independent Board Chair (Lovoi) .
- Board structure: Split CEO/Chair roles; majority independent board; executive sessions held regularly .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $75,000 | Non-employee director fee |
| Compensation Committee Chair fee | $15,000 | Supplemental chair fee post-merger |
| Total cash fees | $90,000 | Fees earned or paid in cash (includes any fees elected in stock) |
Director stock compensation program allows election to receive board/committee fees in restricted stock at 125% of cash value; all non-employee directors other than Ms. Schwetz elected to take all or a portion of fees in stock for 2024; program under consideration for termination in 2025 .
Performance Compensation
| Equity Award (2024) | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| Restricted stock (aggregate granted during 2024) | Various in 2024 | 9,483 | $266,084 | Per award terms (see below) |
| Restricted stock tied to merger | Mar 18, 2024 | 6,300 | Included in above aggregate | Vested upon consummation of merger |
| Total restricted stock outstanding at 12/31/2024 | — | 1,915 | — | Various restrictions outstanding |
Vesting mechanics:
- Director fee-in-lieu restricted stock: awards vest fully on the first day of the second calendar year following issuance .
- Merger-related restricted stock granted Mar 18, 2024 vested at closing of the merger .
No director performance-based equity metrics (e.g., TSR/ROCE) are disclosed for directors; performance metrics discussed in proxy apply to executive compensation programs, not director pay .
Other Directorships & Interlocks
| Entity | Relationship | Potential Interlock/Conflict |
|---|---|---|
| Amberjack (shareholder, 42.3%) | Stockholders Agreement grants up to 4 Board designees and access/standstill rights while ownership thresholds met | Amberjack designees (e.g., Turowsky, Donnell) serve on Board; may influence governance agenda. Not an interlock for Jupp, but relevant board dynamic . |
| Pioneer Natural Resources | Customer transactions; related to director Black’s prior employment | Board concluded no independence compromise for Ms. Black; ordinary-course terms; no similar disclosure for Jupp . |
Expertise & Qualifications
- Petroleum engineering degree (Texas A&M); deep upstream, LNG, and international operations leadership .
- Chair of Compensation Committee; governance exposure across compensation structures; signatory to Compensation Committee Report .
Equity Ownership
| Measure | Amount | Detail |
|---|---|---|
| Total beneficial ownership | 84,367 shares | Less than 1% of outstanding shares |
| Common shares owned | 68,675 | Direct ownership |
| RSUs (unvested; not vesting within 60 days) | 15,692 | Counted in beneficial ownership under proxy methodology |
| Pledging/Hedging | Prohibited for directors; no pledging disclosed |
Governance Assessment
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Strengths
- Independent director with extensive energy operations experience; serves as Compensation Committee Chair, bringing domain knowledge to pay design .
- Clear independence determinations; robust governance framework (split chair/CEO; majority independent; executive sessions) .
- Director ownership alignment mechanisms: stock ownership guidelines (5x annual retainer) with compliance; fee-in-lieu stock program encouraging share accumulation .
- Board engagement/attendance at or above 75% threshold; regular committee meetings post-merger .
-
Pay/Alignment Signals
- 2024 director compensation mix skewed toward equity ($266,084 stock awards vs. $90,000 cash), supporting alignment; merger-related grants vested at closing (transaction service recognition) .
- Company’s prior say-on-pay support was ~98%, indicating shareholder confidence in compensation governance (context for committee leadership) .
-
Conflicts and Red Flags
- Amberjack Stockholders Agreement grants significant nomination and access rights; Amberjack designees sit on the Compensation Committee (Turowsky), potentially concentrating influence; however, Jupp is independently determined and no Item 404 conflicts disclosed for him .
- No related-party transactions, loans, or hedging/pledging by Jupp disclosed; director-level conflicts appear limited based on filings .
Overall, Jupp’s profile supports investor confidence in board effectiveness and pay governance, with primary monitoring point being private equity sponsor influence via the Stockholders Agreement and committee participation by sponsor designees .