Edward P. Djerejian
Magnolia Oil & GasAbout Edward P. Djerejian
Edward P. Djerejian (age 86) has served as an independent director of Magnolia Oil & Gas since May 2017 and currently chairs the Compensation Committee and serves on the Nominating & Governance Committee . He is a former U.S. ambassador to Israel (1993–1994) and Syria (1988–1991), Assistant Secretary of State for Near Eastern Affairs (1991–1993), and earlier served in the White House as Special Assistant to President Reagan and Deputy Press Secretary for Foreign Affairs (1985–1986) . After retiring from government, he founded and led Rice University’s Baker Institute for Public Policy for 28 years until June 2022 and since June 2022 has been a Senior Fellow at Harvard Kennedy School’s Belfer Center (Middle East Initiative) . He holds a B.S. and honorary Doctor of Humane Letters from Georgetown University and an honorary Doctor of Laws from Middlebury College, and has received numerous distinctions including the Presidential Distinguished Service Award and the State Department’s Distinguished Honor Award .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Department of State | Assistant Secretary of State for Near Eastern Affairs | 1991–1993 | Senior policy leadership for Middle East diplomacy |
| U.S. Embassy – Israel | U.S. Ambassador | 1993–1994 | Chief of mission |
| U.S. Embassy – Syria | U.S. Ambassador | 1988–1991 | Chief of mission |
| The White House | Special Assistant to President Reagan; Deputy Press Secretary for Foreign Affairs | 1985–1986 | Senior foreign affairs communications |
| Rice University – Baker Institute | Founding Director | 1994–June 2022 | Built premier nonpartisan policy institute |
| Harvard Kennedy School (Belfer Center) | Senior Fellow, Middle East Initiative | June 2022–present | Policy research & engagement |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Carnegie Corporation of New York (non-profit) | Trustee; Vice Chair; Audit Committee Chair | Since 2011 | Governance and audit leadership |
| The Mexico Fund, Inc. (public, closed-end) | Director | 2013–2025 | Board service (ended 2025) |
| Occidental Petroleum (public) | Director; Chairman of the Board | Director 1996–2015; Chair 2013–2015 | Board/Chair leadership |
| Baker Hughes Incorporated (public) | Director | Prior | Board service |
| Global Industries, Ltd. (public) | Director; Governance Committee Chair | Prior | Chaired Governance |
| Baker Institute Board of Advisors | Life Member | Ongoing | Advisory leadership |
Board Governance
- Independence and roles: The Board determined Mr. Djerejian is independent under NYSE rules; he chairs the Compensation Committee and serves on the Nominating & Governance Committee .
- Attendance: In 2024, the Board held 3 meetings; the Compensation Committee met 2 times; the Nominating & Governance Committee met 2 times; all incumbent directors attended all Board and committee meetings on which they served .
- Board leadership: Magnolia separates the Chair and CEO roles; an independent director (Dan F. Smith) serves as non-executive Chair .
- Executive sessions: Non-employee directors meet regularly in executive session; independent directors may meet in executive session as well .
- Stockholder engagement: In 2024, Magnolia met with holders representing over 60% of outstanding shares .
Fixed Compensation
| Item | 2024 Amount |
|---|---|
| Fees Earned or Paid in Cash | $104,409 |
| Stock Awards (RSUs, grant-date fair value) | $164,191 |
| Total | $268,600 |
Non-employee director program (effective 2024): annual cash retainer $85,000; annual equity retainer $165,000; supplemental retainers—Audit Chair $25,000; Compensation Chair $20,000; Governance Chair $15,000; Audit Committee members (non-chair) $5,000; Non-Executive Chairman additional cash $50,000 and additional equity $75,000 . 2024 annual director RSU grant size was determined by dividing the $165,000 target by the 20-day average closing price through May 6, 2024; at grant on May 7, 2024 each non-executive director received 6,364 RSUs (Chair: 9,257 RSUs). Grant-date closing price was $25.80; RSUs vest on the earlier of one year or the day before the next annual meeting, subject to service; director RSUs fully vest upon certain change-in-control conditions .
Performance Compensation
- Non-employee directors do not receive performance-based pay; director equity is granted as time-based RSUs, and Magnolia has not granted stock options to directors since inception .
| Performance Metric | Applies to Director Pay? | Notes |
|---|---|---|
| TSR/PSU-based vesting | No | Director awards are RSUs with time-based vesting |
| Stock options | No | Company has not granted options to directors |
Other Directorships & Interlocks
- Current public company boards: None disclosed beyond Magnolia (The Mexico Fund service ended in 2025) .
- Compensation Committee interlocks: None; no Magnolia executive served on another entity’s board with reciprocal comp committee service in 2024 .
Expertise & Qualifications
- Deep geopolitical and policy expertise (ambassadorial roles; Assistant Secretary for Near Eastern Affairs) with recognized honors including the Presidential Distinguished Service Award and State Department Distinguished Honor Award .
- Significant public company governance experience (former Chair of Occidental; director roles at Baker Hughes, Global Industries; trustee and Audit Chair at Carnegie Corporation), supporting his role as Compensation Committee Chair .
Equity Ownership
| Ownership Detail | Value |
|---|---|
| Beneficial ownership (Class A shares) as of March 10, 2025 | 120,485 shares (<1%) |
| Included unvested RSUs scheduled to vest May 6, 2025 | 6,364 RSUs included due to vesting within 60 days |
| Director ownership guidelines | 5x annual cash retainer; all non-employee directors in compliance or on track |
| Hedging/pledging policy | Hedging prohibited; pledging prohibited without prior consent |
Insider Form 4 activity (awards):
- May 7, 2024: Award of 6,364 shares (post-transaction ownership 120,485) .
- May 7, 2025: Award of 7,940 shares (post-transaction ownership 128,425) .
Governance Assessment
- Positives: Independent director; Compensation Committee Chair; 100% meeting attendance in 2024; strong director ownership framework (5x retainer); anti-hedging/anti-pledging and clawback policies; independent Board Chair; robust stockholder engagement; 2024 say‑on‑pay support >98%—all supportive of board effectiveness and investor alignment .
- Potential watch items: Registration Rights Agreement includes independent directors from the 2018 business combination (including Mr. Djerejian), allowing for resale registration of shares—an expected legacy arrangement but worth noting for liquidity optics . No related-party transactions involving Mr. Djerejian are disclosed; 2024–2025 related-party items pertain to EnerVest and its affiliates .
- Overall: Tenured, policy-savvy director with significant governance experience and committee leadership; attendance and independence are strong; compensation and ownership practices appear aligned with shareholders .