Barth Whitham
Intrepid PotashAbout Barth E. Whitham
Barth E. Whitham, age 68, is an independent director of Intrepid Potash, Inc. (IPI) since April 2008 and has served as Chair of the Board since July 2024 after previously serving as Lead Independent Director from September 2020; he brings over 30 years of experience across energy, banking, and extractive industries, with degrees in Petroleum Engineering (B.Sc.) and Economics (M.Sc.) from Colorado School of Mines . He is currently CEO, President, and Director of Enduring Resources, LLC, and previously was President, COO, and Director at Westport Resources Corporation, a public upstream energy company that merged with Kerr McGee/Anadarko .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Westport Resources Corporation (public upstream energy) | President, Chief Operating Officer, Director | 1991–2004 | Led operations prior to merger with Kerr McGee/Anadarko |
| Lead Independent Director, Intrepid Potash, Inc. | Lead Independent Director | Sep 2020–Jul 2024 | Presided over executive sessions; delegated Chair duties during CEO medical leave until appointed Chair |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Enduring Resources, LLC (private E&P) | Chief Executive Officer, President, Director | 2004–Present | — |
| Ensign Energy Services, Inc. (TSX:ESI.TO) | Director | 2007–Present | Audit; Compensation; Health, Safety & Environment |
Board Governance
- Structure and independence: IPI separates Chair and CEO roles; Whitham is independent Chair (since July 2024) and Kevin S. Crutchfield is CEO (since Dec 2024) . The Board determined Whitham is independent under SEC/NYSE rules .
- Committee assignments (current): Member, Compensation Committee (committee chairs: Hugh E. Harvey, Jr., Compensation; Mary E. McBride, Audit; Lori A. Lancaster, Nominating, Corporate Governance, Safety & Sustainability) .
- Meetings and attendance: Board met 33 times in 2024; except the director on medical leave, each director (including Whitham) attended at least 75% of Board and applicable committee meetings; independent directors meet regularly in executive session, presided over by the Chair (Whitham) .
- Recent transition oversight: Following the founder CEO’s medical leave and resignation, Whitham was first delegated Chair duties (April 2024) and then appointed Chair (July 2024), guiding leadership transition including CEO appointment .
Fixed Compensation (Director)
| Component | Amount (USD) | Timing / Notes |
|---|---|---|
| Annual cash retainer (nonemployee directors) | $90,000 | 2024 program; paid quarterly |
| Additional Chair of the Board cash retainer | $75,000 | Effective July 10, 2024 |
| Committee chair retainers | Audit $15,000; Compensation $10,000; Nominating & Corporate Governance $7,500 (raised to $10,000 effective Jan 1, 2025); EHSS $7,500 (committee dissolved Mar 25, 2025); Strategy $10,000 (committee dissolved Sep 12, 2024) | 2024–2025 changes as noted |
| Whitham – Fees earned or paid in cash (total) | $138,253 | 2024 Director Compensation Table |
- Cash/equity mix (2024): Whitham total director compensation $258,235, of which cash fees $138,253 (~53.5%) and stock awards $119,982 (~46.5%), reflecting balanced alignment .
Performance Compensation (Director)
| Equity Award | Value (USD) | Vesting / Terms | Notes |
|---|---|---|---|
| Annual restricted stock grant | $85,000 | One-year vesting; granted after Annual Meeting | |
| One-time restricted stock grant (extra workload during CEO leave) | $24,992 | Vests in full on the earlier of May 25, 2025 or director’s earlier termination; also vests upon death, disability, or qualifying change-in-control | |
| Whitham – Stock awards (total value in 2024) | $119,982 | As reported in 2024 Director Compensation Table |
- No performance-conditioned equity for directors is disclosed; awards are time-based RS to reinforce ownership alignment .
Other Directorships & Interlocks
| Company | Overlap with IPI ecosystem | Potential conflict noted |
|---|---|---|
| Ensign Energy Services (drilling/services) | IPI sells water and oilfield-related products; Ensign operates in drilling services | No related-party transactions disclosed involving Whitham; IPI’s related-person transaction section lists other parties and includes robust approval policy . |
| Enduring Resources (private E&P) | Energy/extractive exposure similar to sectors IPI serves | No related-party transactions disclosed involving Whitham . |
- IPI’s policy requires Audit Committee approval of any related-person transactions >$120,000 on arm’s-length terms; none disclosed concerning Whitham for 2024–2025 .
Expertise & Qualifications
- Industry: Energy and extractive resources operational leadership; upstream E&P; board service in drilling/services .
- Education: B.Sc. Petroleum Engineering; M.Sc. Economics (Colorado School of Mines) .
- Board skills: Compensation committee service at IPI and Ensign; health, safety & environment committee experience at Ensign .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Total shares beneficially owned | 47,091 | Includes 4,836 shares of restricted stock |
| Percent of shares outstanding | Less than 1% | Based on 13,320,590 shares outstanding (April 7, 2025) |
| Pledged shares | None | Company discloses no officer/director currently has pledged company securities |
| Ownership guidelines | 4x annual cash retainer for nonemployee directors; 5-year phase-in | All directors in compliance or within phase-in |
Governance Assessment
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Strengths
- Independent Chair with deep sector expertise; separation of Chair/CEO roles enhances oversight and investor confidence .
- Demonstrated crisis leadership and continuity through CEO medical leave and transition; Board met 33 times with regular executive sessions under independent leadership .
- Ownership alignment via annual director RS and one-time equity grant recognizing increased workload, plus stringent hedging/pledging controls and stock ownership guidelines compliance .
- Compensation governance support: use of independent consultant F.W. Cook; positive 2024 say-on-pay support at 86% indicates investor acceptance of broader pay practices .
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Watch items and potential conflicts
- External leadership role (CEO of private Enduring Resources) and service on Ensign board entail meaningful time commitments; while not flagged by the company, sustained workload should be monitored for potential overextension risk given Board Chair duties .
- Energy-services interlock: Ensign operates in drilling/services adjacent to IPI’s oilfield-related products; no related-party transactions involving Whitham are disclosed, but proximity warrants ongoing monitoring for transactions and independence considerations .
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Committee effectiveness
- Current assignment on Compensation Committee with experienced chairs across committees; Board reorganized committee responsibilities in March 2025 to integrate safety and sustainability under Governance/Compensation, potentially streamlining oversight; Whitham’s chair role presiding over executive sessions supports independent challenge of management .
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Red flags
- None disclosed specific to Whitham on attendance, Section 16 compliance, pledging, or related-party transactions; the proxy notes one late Form 4 for a 10% holder (not Whitham) and termination of founder-related agreements, which overall reduced potential conflicts at the company level .