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Danielle E. Hunter

About Danielle E. Hunter

Danielle E. Hunter, age 42, is an independent Class II director at KLX Energy Services Holdings, Inc. (KLXE) since March 2024. She is President of Berry Corporation (BRY) since January 1, 2023, and previously served as EVP, General Counsel and Corporate Secretary at Berry (2020–2022), EVP/GC/Corporate Secretary/Chief Risk & Compliance Officer at C&J Energy Services (2011–2019), practiced corporate law at Vinson & Elkins (2007–2011), and clerked for U.S. District Judge Tucker Melancon; she graduated magna cum laude from Tulane Law School in 2006 . The Board has affirmatively determined she is independent under SEC and Nasdaq rules .

Past Roles

OrganizationRoleTenureCommittees/Impact
C&J Energy Services, Inc.EVP, General Counsel, Corporate Secretary, Chief Risk & Compliance OfficerJun 2011 – Nov 2019Led legal, governance, risk and compliance across well construction/completions/services
Vinson & Elkins L.L.P.Corporate Associate (Capital Markets/M&A, energy focus)2007 – 2011Executed offerings and M&A; governance advisory
U.S. District Court (W.D. La.)Judicial Law Clerk to Judge Tucker MelanconPost-2006Federal clerkship; legal rigor and oversight experience

External Roles

OrganizationRoleTenureNotable Scope
Berry Corporation (BRY)PresidentJan 1, 2023 – presentUpstream E&P, conventional oil in western U.S.; enterprise leadership
Berry Corporation (BRY)EVP, General Counsel & Corporate SecretaryJan 2020 – Dec 2022Corporate strategy, governance, ERM, complex transactions

Board Governance

  • Committee assignments and chair roles:
    • Compensation Committee: Chair
    • Nominating & Corporate Governance Committee: Member
  • Independence: Board affirmatively determined Hunter (and six of seven directors overall) are independent under SEC/Nasdaq .
  • Attendance and engagement: Board met 14 times in 2024; committees met Audit (4), Compensation (6), Nominating (5). All directors attended ≥75% of Board and committee meetings on which they served; the Board held four executive sessions .
  • Governance posture: KLXE proposed declassification of the board and elimination of supermajority voting thresholds, enhancing accountability; independent non-executive chair in place since Nov 2024 .

Fixed Compensation

ComponentDescription/AmountNotes
Annual Director Retainer (cash)$120,000Non-employee directors; paid quarterly in arrears
Committee Chair Fee (cash)$10,000Per chair role (Audit, Compensation, Nominating & Corporate Governance)
Non-Exec Chairman Retainer (cash)$170,000Paid to the Board’s non-executive chair
2024 Cash Fees – Hunter$100,000Partial year after appointment effective Feb 28, 2024

Performance Compensation

Grant TypeGrant DateSharesGrant Date Fair ValueVesting
Restricted Stock (Director annual grant)Mar 6, 20245,658$43,623Vests in full on 1-year anniversary, subject to continued service

KLXE states directors receive an annual equity-based award around $55,000; Hunter’s 2024 grant reflects partial-year appointment timing . KLXE indicates it did not grant options in 2024 and does not time awards around MNPI disclosures .

Other Directorships & Interlocks

ItemDisclosure
Other public company directorshipsNone disclosed for Hunter
Compensation Committee interlocksNone; no member (including Hunter) was party to any related-person transaction requiring disclosure for 2024
Compensation consultantF.W. Cook engaged by the Compensation Committee; independence review found no conflicts

Expertise & Qualifications

  • Corporate governance, compliance, and enterprise risk management leadership; complex transactions expertise from Berry and C&J .
  • Legal credentials (Tulane Law School, magna cum laude) and corporate law practice (Vinson & Elkins) aligned with compensation oversight and governance .
  • Energy sector operating experience, supporting industry-informed compensation and nomination decisions .

Equity Ownership

HolderShares Beneficially Owned% OutstandingNotes
Danielle E. Hunter11,316<1%Includes 5,658 restricted shares issued under director grant; until settled, no dispositive power over underlying restricted stock
  • Hedging/pledging: Directors and officers are prohibited from hedging and generally from pledging or margining Company shares (preclearance required for any pledge with demonstrable repayment capacity) .
  • Ownership guidelines: Proxy references a share ownership policy but does not disclose specific director guideline levels; compliance status not disclosed .

Governance Assessment

  • Board effectiveness: As Compensation Committee Chair, Hunter oversees pay design with independent consultant support and within a robust governance framework (annual equity grants, time-based vesting for directors, no option repricing) .
  • Investor alignment signals: Declassification proposal and removal of supermajority thresholds improve accountability; independent chair structure enhances oversight .
  • Pay-for-performance controls: KLXE adopted an Exchange Act/Nasdaq-compliant clawback policy in 2023 covering incentive-based compensation of executives; positive governance mark though director pay is time-based .
  • Independence and conflicts: Board affirmatively determined Hunter is independent. She is President of Berry (an upstream E&P) while KLXE is oilfield services; no related-party transactions or compensation committee interlocks disclosed involving Hunter, and the Nominating Committee restricts service on competitor boards/ownership of competitors .
  • Attendance/engagement: Meets the ≥75% attendance threshold; Compensation Committee meets at least quarterly and in executive session regularly, indicating active oversight cadence .

Director Compensation (2024 actuals)

NameFees Earned/Paid (Cash)Stock Awards (Grant-Date FV)Total
Danielle E. Hunter$100,000$43,623$143,623

Each non-employee director (other than the non-exec chair) typically receives $120,000 cash retainer and ~$55,000 equity value annually; chairs receive an additional $10,000 cash fee .

Board Governance Details

CommitteeMembersChair2024 Meetings
CompensationCollins, Eliassen, Whates, HunterDanielle E. Hunter6
Nominating & Corporate GovernanceCollins, Eliassen, Robertson, Whates, HunterGunnar Eliassen5
AuditCollins, Eliassen, WhatesJohn T. Whates4

Independent directors comprise six of seven seats; independent chair since Nov 2024; directors meet in executive session regularly .

RED FLAGS

  • None disclosed regarding related-party transactions or compensation committee interlocks for Hunter; hedging/pledging prohibited; no excise tax gross-ups or option repricings disclosed (positive) .

Additional Notes

  • Beneficial ownership table confirms <1% holdings and restricted shares outstanding for directors; director grants vest after one year and enhance alignment, albeit time-based rather than performance-based .
  • KLXE’s risk oversight framework assigns compensation risk oversight to the Compensation Committee, complementing Hunter’s governance background .