James R. Larson
Magnolia Oil & GasAbout James R. Larson
Independent director at Magnolia Oil & Gas (MGY), age 75, serving since July 2018. Former CFO and senior finance executive at Anadarko Petroleum with 40+ years in oil and gas; designated Audit Committee Financial Expert. Current roles at MGY: Audit Committee Chair and member of the Nominating & Governance Committee; determined independent by the Board (EnerVest no longer has nomination rights and owns <5%). 2024 attendance: 100% of Board and committee meetings.
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Anadarko Petroleum Corporation | SVP, Finance & CFO | Dec 2003 – Sep 2005 | Led treasury, IR, internal audit, A&D; previously VP & Controller (1995–2002) and other finance/tax roles since 1981 |
| Anadarko Petroleum Corporation | SVP (retired from Anadarko) | Sep 2005 – Jan 1, 2006 | Senior leadership transition; retired 2006 |
External Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| CSI Compressco GP LLC (general partner of CSI Compressco L.P.) | Independent Director; Audit Chair | Jul 2011 – Apr 2024 (acquired by Kodiak Gas Services in Apr 2024) | Audit Chair (since 2011); Conflicts Committee member (2012–2021), Chair (since Aug 2021) |
| EV Management, LLC (GP of EV Energy GP, L.P.) | Director | Sep 2006 – Jun 2018 | Board member of GP of former EV Energy Partners, L.P. |
Board Governance
- Independence: Board determined Mr. Larson to be independent under NYSE rules; Board specifically considered his historic nomination by EnerVest (which has had no nomination rights since 2022 and now owns <5%). No family relationships disclosed.
- Committee assignments (2025 proxy): Audit Committee Chair; Nominating & Governance Committee member. Audit members include only independent directors; Board identified Mr. Larson as an “audit committee financial expert.”
- Meeting cadence and attendance: Board held 3 meetings in 2024; Audit Committee held 4; Governance Committee held 2. All incumbent directors attended all Board and committee meetings in 2024.
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees earned or paid in cash | $109,409 | Actual 2024 cash fees received |
| Stock awards (grant-date fair value) | $164,191 | 6,364 RSUs granted on May 7, 2024 at $25.80 grant-date price; scheduled to vest May 6, 2025, subject to service |
| Total | $273,600 | Sum of cash + stock award value |
Director fee program (for context, effective 2024):
- Annual cash retainer: $85,000; Audit Chair supplemental retainer: $25,000; Audit member (other than chair): $5,000; Governance Chair: $15,000; Compensation Chair: $20,000; Non-executive Chair: cash $50,000; equity $75,000. Annual equity retainer for non-employee directors: $165,000 (in RSUs).
Equity award mechanics:
- Annual RSUs sized using 20-day average price; 2024 annual grant = 6,364 RSUs (9,257 for the non-exec Chair) granted May 7, 2024; vest on earlier of first anniversary or day before next AGM. Deferred settlement available via nonqualified plan.
Performance Compensation
- Non-employee director pay has no performance-linked components; equity is time-based RSUs (no PSU/TSR linkage for directors).
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock Notes |
|---|---|---|
| CSI Compressco GP LLC | Independent Director; Audit Chair | Midstream compression services; no MGY related-party transactions disclosed with CSI Compressco. Mr. Larson departed upon its acquisition in Apr 2024. |
| EV Management, LLC (EV Energy GP) | Director | Historical role at GP of former EV Energy Partners; no current MGY transactions disclosed. |
- Board notes that certain MGY directors have served on other companies’ boards where other MGY directors also served; no specific interlocks or conflicts for Mr. Larson disclosed.
Expertise & Qualifications
- Former CFO of a large independent E&P (Anadarko); deep finance/accounting expertise; member of AICPA, FEI, and Tax Executives Institute. Board designates him an Audit Committee Financial Expert.
Equity Ownership
| Metric | Value | As-of / Detail |
|---|---|---|
| Total beneficial ownership (Class A) | 83,035 shares | As of March 10, 2025; less than 1% of voting power |
| Included unvested RSUs | 6,364 RSUs | Scheduled to vest May 6, 2025; included in beneficial ownership due to vesting within 60 days of record date |
| Shares outstanding basis | 188,523,804 Class A; 5,523,479 Class B | As of March 10, 2025 |
| Hedging/pledging | Hedging prohibited; pledging prohibited without prior consent | Company-wide Insider Trading Policy; no pledging by Mr. Larson disclosed |
| Director stock ownership guideline | 5x annual cash retainer; compliance required within 5 years | All non-employee directors are compliant or on track within the window |
Insider Trades
| Date | Type | Security | Quantity | Price | Source |
|---|---|---|---|---|---|
| 2024-05-07 | RSU grant (annual director equity) | RSUs | 6,364 | $25.80 (grant-date price) | 2025 Proxy; equity award detail |
| 2024-05-09 (filed) | Form 4 reporting | — | — | — | SEC Form 4 filing index for James R. Larson (MGY) |
Note: No open-market transactions for Mr. Larson are disclosed in the 2025 proxy; the Form 4 above corresponds to reporting of director equity grants.
Related Party & Conflict Review
- EnerVest transactions: Ongoing redemptions/distributions between EnerVest Members and Magnolia LLC under legacy agreements; Mr. Larson historically was an EnerVest nominee, which the Board considered in its independence review. EnerVest has no nomination rights since 2022 and owns <5% of MGY. Related person transactions are reviewed/approved by the Audit Committee (which Mr. Larson chairs).
- No loans, family relationships, or other related-party transactions involving Mr. Larson are disclosed.
Say-on-Pay & Shareholder Feedback (Context)
- Say-on-pay (2024 AGM for 2023 pay): >98% approval; Board considered strong support in compensation decisions.
- The Board recommends annual say-on-pay frequency; approved at the 2025 AGM.
Governance Assessment
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Strengths
- Deep CFO/finance background and designated Audit Committee Financial Expert; chairs a fully independent Audit Committee that met four times in 2024. Attendance 100% (Board and committees).
- Clear independence determination despite historic EnerVest link; EnerVest no longer has governance rights (>2022) and is <5% holder.
- Alignment: meaningful equity ownership (includes time-vested RSUs) and robust director ownership guideline (5x retainer). Anti-hedging and anti-pledging policies in place.
- Company-wide governance signals supportive of investor confidence: strong say-on-pay (>98%), clawback policy compliant with SEC/NYSE, annual director elections, independent Chair.
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Potential Watch Items
- Legacy EnerVest relationship (historical nomination) amid ongoing EnerVest redemptions/distributions—mitigated by loss of nomination rights, low ownership, and Audit Committee oversight of related-party transactions.
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RED FLAGS
- None disclosed regarding pledging, hedging, related-party transactions involving Mr. Larson, or attendance/performance concerns.