David M. Khani
Magnolia Oil & GasAbout David M. Khani
Independent director of Magnolia Oil & Gas since February 2024; age 61. Former CFO of EQT Corporation (Jan 2020–Jul 2023) and CONSOL Energy (Mar 2013–Dec 2019); 25-year CFA charterholder. Education: BA, SUNY–Binghamton; MBA (Corporate Accounting & Finance), University of Rochester. Core credentials include public-company CFO experience across E&P and midstream, capital markets expertise, and ESG experience; designated an Audit Committee Financial Expert at Magnolia.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| EQT Corporation | Chief Financial Officer | Jan 2020 – Jul 2023 | Led finance at leading Appalachian gas producer; ESG and capital markets experience highlighted. |
| CONSOL Energy | EVP & CFO; VP Finance | EVP & CFO: Mar 2013 – Dec 2019; VP Finance: Sep 2011 – Mar 2013 | Oversaw finance during E&P/coal portfolio period; significant capital markets activity. |
| CNX Midstream Partners LLC (formerly CONE Midstream LLC) | CFO and Director | Sep 2014 – Jan 2018 | Midstream affiliate JV with Noble Energy; board service noted. |
| CNX Coal Resources | Director | Jul 2015 – Aug 2017 | Public coal MLP board service. |
| CONSOL Coal Resources | CFO and Director | Aug 2017 – Dec 2019 | Public coal affiliate board/CFO role. |
| FBR & Co. | Research Director & Senior Managing Director | 1998 – 2011 | Sell-side research leadership in energy. |
| Prudential Financial | Equity Research Associate Analyst | 1995 – 1998 | Early career research role. |
| Lehman Brothers | Equity Research Associate Analyst | 1993 – 1995 | Early career research role. |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| CNX Midstream Partners LLC | Director (also CFO) | 2014 – 2018 | Public midstream affiliate; JV with Noble Energy. |
| CNX Coal Resources | Director | 2015 – 2017 | Public coal affiliate. |
| CONSOL Coal Resources | Director (also CFO) | 2017 – 2019 | Public coal affiliate. |
| Current other public company boards | — | — | None disclosed beyond Magnolia. |
Board Governance
- Independence and roles: Independent director; member of the Audit Committee; designated as an Audit Committee Financial Expert under Reg S-K 407(d)(5)(ii). The Board is majority independent; an independent director serves as Chairman. All Board committees are fully independent.
- Attendance and engagement: In 2024 the Board met 3 times; all incumbent directors attended all Board and committee meetings. Non-employee directors meet in executive session regularly.
- Tenure and refreshment: Joined the Board February 6, 2024 as part of a refresh that has replaced 50% of the Board since 2022; search supported by Spencer Stuart.
- Risk oversight: Audit Committee oversees financial reporting, internal controls, cybersecurity, and hedging policy; Compensation and Governance Committees oversee comp risk, succession, and ESG.
Fixed Compensation (Non‑Employee Director)
| Component | 2024 Program | Khani – 2024 Actuals |
|---|---|---|
| Annual cash retainer | $85,000 | $81,099 (pro‑rated) |
| Committee membership fees | Audit member: $5,000 | Included in cash above (pro‑rated) |
| Committee chair fees | N/A (not a chair) | — |
| Annual equity retainer (RSUs) | $165,000 target | Stock awards grant-date fair value: $204,651 (includes initial + annual grants) |
| Meeting fees | Not disclosed | Not disclosed |
Notes:
- RSUs vest at the earlier of one year from grant or the day before the next Annual Meeting; non-employee directors may defer settlement to separation or change in control.
- The company does not grant stock options to directors/executives.
Performance Compensation (Director Equity Awards)
| Grant | Grant date | Instruments | Shares/Units | Grant-date value per share | Vesting |
|---|---|---|---|---|---|
| Initial RSU (on appointment) | Feb 6, 2024 | RSUs | 1,998 | $20.25 | Vested May 6, 2024; settlement per deferral election. |
| Annual RSU | May 7, 2024 | RSUs | 6,364 | $25.80 | Scheduled to vest May 6, 2025 (subject to service). |
| Annual RSU (next cycle) | May 7, 2025 | RSUs | 7,940 | 0 (Form 4 “A” award) | Standard annual award per Form 4; terms per director program. |
Directors do not receive performance-vested equity; equity is time-based RSUs only.
Insider Trades (Form 3/4)
| Filing date | Transaction date | Form | Type | Shares | Price | Post‑txn ownership | Source |
|---|---|---|---|---|---|---|---|
| 2024-02-08 | 2024-02-06 | 3 | Initial statement | — | — | — | https://www.sec.gov/Archives/edgar/data/1698990/000141588924002999/0001415889-24-002999-index.htm |
| 2024-02-08 | 2024-02-06 | 4 | A (Initial RSU award) | 1,998 | 0 | 1,998 | https://www.sec.gov/Archives/edgar/data/1698990/000141588924003000/0001415889-24-003000-index.htm |
| 2024-05-09 | 2024-05-07 | 4 | A (Annual RSU award) | 6,364 | 0 | 8,362 | https://www.sec.gov/Archives/edgar/data/1698990/000141588924012731/0001415889-24-012731-index.htm |
| 2025-05-09 | 2025-05-07 | 4 | A (Annual RSU award) | 7,940 | 0 | 16,302 | https://www.sec.gov/Archives/edgar/data/1698990/000141588925012482/0001415889-25-012482-index.htm |
Download the full transaction JSON
Other Directorships & Interlocks
- Current public company directorships: None disclosed beyond Magnolia.
- Prior public company boards: CNX Midstream Partners LLC (director), CNX Coal Resources (director), CONSOL Coal Resources (director). No interlocking relationships with Magnolia executives disclosed.
Expertise & Qualifications
- Financial and capital markets: Former public-company CFO (EQT; CONSOL); Audit Committee Financial Expert designation.
- Industry: Broad E&P, midstream, oilfield services, and coal/mining exposure.
- ESG: Significant ESG experience cited by Magnolia.
- Credentials: CFA (25 years); MBA (U. Rochester); BA (SUNY–Binghamton).
Equity Ownership
| As of record date | Beneficial ownership (Class A) | Notes |
|---|---|---|
| March 10, 2025 | 8,362 shares | Includes 1,998 vested RSUs deferred; excludes 6,364 unvested RSUs scheduled to vest May 6, 2025. |
| Unvested RSUs | 6,364 | 2024 annual RSUs vest May 6, 2025; directors may defer settlement. |
| Ownership guidelines | 5x annual cash retainer within 5 years; all directors in compliance or on track. | |
| Anti‑hedging/pledging | Hedging prohibited; pledging prohibited without prior consent. |
Director Compensation (2024)
| Metric | Amount |
|---|---|
| Fees earned or paid in cash | $81,099 |
| Stock awards (grant‑date fair value) | $204,651 |
| Total | $285,750 |
| Program elements (policy) | Cash retainer $85,000; equity retainer $165,000; Audit member +$5,000; vesting typically by next AGM. |
Related‑Party and Conflicts
- Independence: Board determined Khani is independent under NYSE standards. No family relationships with Magnolia executives or directors.
- Related‑person transactions: Magnolia discloses related‑party items; none are attributed to Khani in the proxy. Policy requires Audit Committee review and approval of any such transactions.
- Hedging/pledging: Prohibited, which reduces alignment risks.
Say‑on‑Pay and Shareholder Signals
- Say‑on‑pay approval: 98%+ support at 2024 Annual Meeting, indicating strong shareholder backing of compensation practices.
- Clawback: Board adopted a Dodd‑Frank compliant clawback policy on Oct 30, 2023.
Governance Assessment
- Strengths: Independent director with CFO pedigree and capital markets/ESG domain knowledge; Audit Committee service and “financial expert” designation support board effectiveness on financial oversight. 2024 attendance was 100% for all incumbents, indicating strong engagement. Director equity is time‑based RSUs and subject to stock ownership guidelines, supporting alignment.
- Compensation structure: Director pay balanced between cash retainer and annual RSU grant; no options and no excessive perquisites; anti‑hedging/pledging and clawback policies in place.
- Conflicts: No related‑party transactions or interlocks disclosed for Khani; independence affirmed.
- RED FLAGS: None observed specific to Khani (no pledging, no RPTs, no option repricings). Monitor continued ownership guideline progress and any future external board roles for potential interlocks.