Lori Lancaster
Intrepid PotashAbout Lori A. Lancaster
Lori A. Lancaster, age 55, is an independent director of Intrepid Potash (IPI) since July 2021. She chairs the Nominating, Corporate Governance, Safety, and Sustainability Committee (NCGSS) and serves on the Audit Committee, where the Board has designated her an “audit committee financial expert.” A former investment banker with 20 years of experience and over $60 billion of completed energy-sector M&A and capital markets transactions, she holds a BBA (TCU), MBA (Chicago Booth), and is NACD Directorship Certified .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Independent Consultant to the Energy Sector | Non-executive advisor | 2017–Present | Strategic transaction and capital markets advisory |
| UBS Securities LLC | Managing Director | 2013–2016 | Led energy investment banking coverage |
| Nomura Securities | Managing Director | 2010–2013 | Energy investment banking leadership |
| Goldman Sachs & Co. | Managing Director | 1999–2008 | Energy investment banking; led M&A and financing mandates |
External Roles
| Company | Ticker | Role | Committees | Tenure |
|---|---|---|---|---|
| Vital Energy, Inc. | NYSE: VTLE | Director | Chair, Finance; Member, Audit | Since 2020 |
| Precision Drilling Corporation | NYSE: PDS | Director | Member, Audit; Member, Nominating & Corporate Governance | Since 2022 |
Board Governance
- Independence: The Board determined Ms. Lancaster is independent under SEC and NYSE rules .
- Committees: Chair, NCGSS; Member, Audit; Audit committee financial expert designation (SEC definition) .
- Attendance and engagement: The Board met 33 times in 2024; all directors except one on medical leave attended at least 75% of Board and applicable committee meetings. All directors (other than the CEO) meet regularly in executive sessions led by the independent Chair .
- Committee structure: In March 2025, the Board reassigned EHSS oversight to NCGSS and Compensation; NCGSS was renamed to include Safety and Sustainability. 2024 meetings: Audit (7), Compensation (5), Governance (4) .
- Overboarding safeguard: Audit Committee members may not serve on more than two other public company audit committees; Lancaster serves on two other audit committees (VTLE, PDS), in compliance with this limit .
Fixed Compensation
| Component | Policy/Amount | Notes |
|---|---|---|
| Annual cash retainer | $90,000 | Nonemployee director base cash retainer |
| Committee chair fees | Audit Chair: $15,000; Compensation Chair: $10,000; Nominating & Corporate Governance Chair: $7,500 (increased to $10,000 effective 1/1/2025) | Lancaster is NCGSS Chair (eligible for $7,500 in 2024; $10,000 effective 2025) |
| 2024 cash paid (Lancaster) | $97,500 | Reflects base + committee chair stipend |
Performance Compensation
| Component | Grant Value | Vesting/Performance Details |
|---|---|---|
| Annual equity grant (RS) | $85,000 | Time-based restricted stock; one-year vesting |
| One-time 2024 equity grant (RS) | $24,992 | Award to all nonemployee directors for added workload; vests on earlier of May 25, 2025 or director’s earlier separation; accelerates on death, disability, or qualifying CIC |
| Total 2024 stock awards (Lancaster) | $109,979 | Reported in director compensation table |
| Performance metrics tied to director pay | None disclosed | Director equity is time-based; no performance conditions disclosed |
Director Compensation Mix (2024 – Lancaster)
| Category | Amount | Mix |
|---|---|---|
| Cash | $97,500 | 46.9% |
| Equity (RS) | $109,979 | 53.1% |
| Total | $207,479 | 100% |
Other Directorships & Interlocks
| Relationship Area | Observation |
|---|---|
| Public company boards | Vital Energy (Chair, Finance; Audit); Precision Drilling (Audit; Nominating & Corporate Governance) |
| Potential interlocks/conflicts | No related-party transactions involving Ms. Lancaster disclosed in IPI’s proxy . |
Expertise & Qualifications
- Energy and natural resources investment banking, with >$60B in M&A and capital markets transactions executed, aligning with IPI’s commodity and industrial end-markets .
- Audit and finance depth; designated audit committee financial expert; serves on multiple audit committees externally .
- NACD Directorship Certified; advanced degrees from Chicago Booth and TCU .
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership | 13,052 shares; less than 1% of shares outstanding |
| Restricted stock held (12/31/2024) | 4,437 shares |
| Pledged/hedged shares | None pledged; company prohibits pledging absent Audit Committee exception; no director currently has pledged shares |
| Ownership guidelines | Nonemployee directors: 4x annual cash retainer; 5-year phase-in; all directors compliant or within phase-in |
Insider Trades (Form 4)
| Period | Lancaster Form 4 Activity | Notes |
|---|---|---|
| FY2024 | Not specified in proxy | Proxy notes Section 16(a) compliance was timely for insiders except one late filing by a 10% holder (Mr. Jornayvaz); no delinquency noted for Lancaster . |
Governance Assessment
- Positives: Clear independence; chairs the governance/safety/sustainability committee; audit committee financial expert; balanced director pay with a meaningful equity component; strong stock ownership guidelines; no pledging; regular executive sessions; and compliant audit committee service limits .
- Considerations: Multiple external board roles including two audit committees increases workload, though explicitly within IPI’s audit committee service limits; ongoing activist-related cooperation agreement underscores need for robust governance, which aligns with her NCGSS chair role .
- Compensation alignment: Director compensation modest in cash with time-based equity that aligns with shareholder value over the service period; no performance-based director equity disclosed, which is typical but reduces explicit pay-for-performance linkage at the director level .
No related-party transactions, hedging/pledging, or attendance red flags were identified for Ms. Lancaster in the latest proxy .