Arcilia C. Acosta
Magnolia Oil & GasAbout Arcilia C. Acosta
Arcilia C. Acosta (age 59) has served on Magnolia Oil & Gas Corporation’s board since May 2017. She is CEO of CARCON Industries & Construction and founder/CEO of Southwestern Testing Laboratories (STL Engineers), with over 24 years of leadership experience in construction and engineering; she holds a BA from Texas Tech University and completed Harvard Business School’s Corporate Governance Program . She is an independent director at MGY and currently chairs the Nominating & Corporate Governance Committee, reflecting core credentials in governance and board oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CARCON Industries & Construction | Chief Executive Officer | 24+ years (industry experience) | Led full‑service construction projects across airports, transit, TX DOT, healthcare, higher education; recognized in ENR/ABC awards |
| Southwestern Testing Laboratories (STL Engineers) | Founder & Chief Executive Officer | 24+ years (industry experience) | Geotechnical engineering and construction materials testing; oil & gas division in Midland, TX |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Vistra Corporation | Director | Feb 2020 – present | Retail electricity and power generation; 18 states + DC |
| Veritex Holdings, Inc. | Director | Jan 2021 – present | Bank holding company |
| Energy Future Holdings Corporation | Director | Prior | Ten years board service |
| Legacy Texas Financial Group, N.A. | Director | Prior | Six years board service |
| ONE Gas, Inc. | Director | Prior | Two years board service |
| Dallas Citizens Council | Chair | 2023–2026 | Governance/civic leadership; second woman chair in 84-year history |
| Texas Tech University | Regent | Appointed Apr 2021 | Six-year term |
| TX Higher Education Coordinating Board | Member | Appointed Mar 2016 | Three-year term |
| Governor’s Strike Force to Open Texas | Advisory Council | Appointed Mar 2020 | Pandemic response |
Board Governance
- Independence: Determined independent under NYSE standards .
- Committee assignments: Compensation Committee member; Nominating & Corporate Governance Committee chair .
- Attendance: Board held 3 meetings in 2024; all incumbent directors attended all Board and applicable committee meetings .
- Board leadership: Independent, non‑executive Chairman (Dan F. Smith); all committees fully independent .
- Stockholder engagement: Met with investors representing >60% of outstanding shares in 2024 .
| Committee | 2024 Meetings | Role |
|---|---|---|
| Compensation | 2 | Member |
| Nominating & Corporate Governance | 2 | Chair |
Fixed Compensation
| Element | 2024 Value | Detail |
|---|---|---|
| Annual Cash Retainer | $85,000 | Standard non‑employee director cash retainer |
| Governance Committee Chair Retainer | $15,000 | Supplemental chair fee |
| Total Cash Fees Earned (2024) | $100,000 | Reported in Director Compensation Table |
| Annual Equity Retainer | $165,000 | RSUs determined from 20‑day average price pre‑meeting |
| RSU Grant (5/7/2024) | 6,364 RSUs; $25.80 per share; $164,191 total | Vest on 5/6/2025, subject to service |
| Total 2024 Compensation | $264,191 | Cash + stock awards |
Performance Compensation
| Director Performance Compensation Metrics | Structure | Notes |
|---|---|---|
| None (no performance‑based director awards) | Annual director equity is time‑based RSUs; Company has not granted options to directors | RSUs vest based on service; no PSUs/options for directors |
Other Directorships & Interlocks
- Current public company boards: Vistra Corporation (since Feb 2020); Veritex Holdings, Inc. (since Jan 2021) .
- Committee interlocks: MGY discloses no Compensation Committee interlocks; no Magnolia executives served on other companies’ boards where interlocks existed in 2024 .
Expertise & Qualifications
- Governance oversight: Chairs Governance Committee; oversees ESG, board evaluations, stock ownership guideline compliance .
- Industry: Construction/engineering operations leadership; oil & gas exposure via STL Engineers; civic leadership and state governance appointments .
- Education: BA, Texas Tech University; HBS Corporate Governance Program .
- Recognitions: 100 Most Influential Latinas (Latino Leaders Magazine, since 2020); 500 Most Powerful Business Leaders in Dallas‑Fort Worth (D CEO, past five years); multiple awards including 2021 U.S. Presidential Volunteer Service Award .
Equity Ownership
| Metric | Amount | Date/Status |
|---|---|---|
| Class A Common Stock beneficially owned | 139,247 (<1%) | As of March 10, 2025; “<1%” per proxy table |
| Unvested RSUs (2024 annual grant) | 6,364 | Scheduled to vest 5/6/2025 |
| Deferred vested RSUs (nonqualified plan) | 11,812 | Counted in director beneficial amounts; as of record date context |
| Deferred RSUs detail | 11,733 (incl. 733 dividend‑equiv RSUs) | As of Dec 31, 2024 |
| Ownership guidelines | 5x annual retainer (director) | All directors in compliance or on track |
| Hedging/pledging | Prohibited; pledging needs prior consent | Insider Trading Policy |
Insider Trades (Form 4)
| Date | Security | Code | Amount | Price | Beneficially Owned After | Notes |
|---|---|---|---|---|---|---|
| 09/02/2025 | Class A Common Stock (via dividend‑equiv RSUs) | A | 71 | $0 | 147,339 | Additional fully‑vested RSUs credited from dividend equivalents on deferred RSUs |
Governance Assessment
- Board effectiveness: Acosta leads Governance Committee, which oversees board composition, annual self‑evaluations, ESG policies, and stock ownership guideline monitoring—indicating strong process discipline and oversight . Attendance was perfect in 2024, supporting active engagement .
- Alignment: Director equity paid as time‑based RSUs, plus rigorous anti‑hedging/anti‑pledging and 5x retainer ownership guideline; she holds deferred RSUs and unvested RSUs consistent with long‑term alignment .
- Potential conflicts: No related‑party transactions disclosed involving Acosta; Compensation Committee confirms no interlocks or insider participation concerns in 2024 . She (along with other pre‑combination independent directors) is a party to the Registration Rights Agreement enabling resale of shares—standard for de‑SPAC structures; oversight by board mitigates optics risk .
- Investor confidence signals: Independent board and chairman; fully independent committees; active investor engagement (>60% of shares met); strong say‑on‑pay support (98% at 2024 AGM) reinforcing governance credibility .
RED FLAGS: None disclosed regarding related‑party transactions, hedging/pledging, low attendance, option repricing, or committee interlocks; director compensation structure uses time‑based equity only (no discretionary bonuses), which is conservative for directors .