R. Lewis Ropp
Magnolia Oil & GasAbout R. Lewis Ropp
Independent director of Magnolia Oil & Gas Corporation (MGY), age 65, appointed January 7, 2025. Former Senior Managing Director and Senior Equity Partner at Barrow Hanley Global Investors (2001–2024), with prior technical and operational roles at Baker Hughes and Shell Oil. Education includes BGS (1982) and BS Mechanical Engineering (1990) from University of Louisiana, MS Engineering (1995) and MBA (1997) from Tulane University. Designated by the Board as an audit committee financial expert; independence affirmed under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Barrow Hanley Global Investors | Senior Managing Director & Senior Equity Partner; Lead Equity Portfolio Manager | Oct 2001–Jun 2024 | Executive Committee member (2017–2024); strategy, business development, client service |
| Frost Securities, Inc. | Research Analyst/Managing Director (covering E&P) | 1999–2001 | Sell-side coverage of E&P sector |
| Howard, Weil, Labouisse, Freidrichs, Inc. | Research Analyst (E&P coverage) | 1998–1999 | Sell-side equity research |
| Shell Oil Company | Process Team Leader (field development, evaluation, well stimulation/workover, economics, completions) | 1990–1997 | Led HS&E teams; operations/process leadership |
| Baker Hughes Company | Associate Project Engineer | Early career (c. 1980s) | Engineering roles |
| The Hargett Companies (later acquired by Weatherford, Inc.) | Operations Manager | Early career (from 1981) | Oilfield operations management |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| UN Principles for Responsible Investment (PRI) Oil & Gas Advisory Committee | Member; led CEO engagement on transition risks | 2017–2020 | ESG, energy transition dialogue |
| SAMS, USA (non-profit) | Board member; Treasurer; Chair of Audit & Investment Committees | 2007–2024 | Financial oversight and governance |
| Leukemia Texas (non-profit) | Board member; Treasurer; Chair of Finance & Audit Committees | 2009–2024 | Financial governance |
| Texas Water Mission (non-profit) | Board member | 2010–2016 | Community impact |
| Gasology, LLC (private equity startup) | Advisory Board Member | Since 2024 | Advisory capacity (private company) |
| Louisiana Army National Guard | Commissioned officer (honorably discharged); National Defense Service Medal | Desert Storm era | Service credential |
Board Governance
- Independence: Board determined Ropp is independent under NYSE standards; seven of eight directors are independent .
- Committee assignments: Audit Committee member; Board designates him an “audit committee financial expert” .
- Committee composition and cadence (context): Audit (5 members) met 4 times in 2024; Compensation met 2; Governance met 2 .
- Attendance: In 2024, Board held 3 meetings and all incumbent directors attended all Board and committee meetings; Ropp joined in 2025, so 2024 attendance not applicable .
- Leadership: Independent, non-executive Chairman (Dan F. Smith) since Sept 21, 2022; executive sessions of independent directors held regularly .
Fixed Compensation
| Element | Amount/Structure | Notes |
|---|---|---|
| Annual cash retainer | $85,000 (2024 program) | Paid quarterly; pro-rated for partial service |
| Annual equity retainer (RSUs) | $165,000 target value (2024 program) | Grants typically at Annual Meeting; number based on 20-day avg. price; vests at earlier of 1 year or day before next Annual Meeting |
| Audit Committee member retainer | $5,000 (non-chair) | Adjusted in 2024; chair receives $25,000 |
| Meeting fees | Not disclosed | Program emphasizes retainers over per-meeting fees |
| Chairman supplements (context) | $50,000 cash + $75,000 equity | Applies to non-executive Chairman; not applicable to Ropp |
| Expense reimbursement | Standard business travel/misc. | Subject to substantiation requirements |
- Equity award policy: Directors joining outside the Annual Meeting receive an initial, pro-rated RSU award; Ropp joined Jan 2025, so an initial RSU grant is expected per program policy (specific grant details not disclosed) .
Performance Compensation
- Directors: No performance-based components disclosed for directors; RSUs are time-based (service vesting). The company has not granted options to directors since inception .
| Metric | Applies to Director Pay? | Details |
|---|---|---|
| TSR, Operating Margin, FCF% | No | These metrics apply to executive incentive programs, not director compensation |
| Director equity vesting | Yes (time-based) | RSUs vest after service period or before next Annual Meeting; accelerated upon change in control if not assumed; otherwise double trigger |
Other Directorships & Interlocks
- Current public company directorships: None disclosed for Ropp .
- Interlocks/potential conflicts: None disclosed involving competitors/suppliers/customers; no related-party transactions noted for Ropp .
Expertise & Qualifications
- Technical: Mechanical engineering; operations and completions; HS&E leadership in upstream/downstream .
- Financial: Senior portfolio manager, capital markets, investment management; designated audit committee financial expert .
- Education: BGS (1982) and BS Mech Eng (1990) – University of Louisiana; MS Engineering (1995) and MBA (1997) – Tulane University .
- ESG: Led PRI Oil & Gas Advisory Committee engagement on transition risks .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Voting Power | Notes |
|---|---|---|---|
| R. Lewis Ropp | 2,247 Class A shares | <1% | As of Mar 10, 2025; RSU details for Ropp not disclosed; anti-hedging/anti-pledging policy in place |
- Stock ownership guidelines (directors): 5x annual retainer within five years; all directors are in compliance or expected to comply; Ropp is within the compliance window as a new appointee .
- Hedging/pledging: Prohibited (pledging requires prior written consent); anti-hedging and anti-pledging policy applies to directors .
Governance Assessment
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Strengths
- Independent appointment and audit committee financial expert designation bolster Board oversight of financial reporting and controls .
- Deep cross-functional experience (operations + finance) enhances audit and risk oversight; ESG engagement background supports evolving industry risks .
- Director compensation structured with moderate cash/equity retainers; ownership guidelines align incentives; anti-hedging/pledging and clawback policies reduce agency risk .
- Board maintains regular executive sessions; independent Chairman structure; strong shareholder support for executive pay (98% in 2024) indicates investor confidence in governance framework .
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Watch items
- New director (Jan 2025) – monitor attendance and engagement in 2025 cycle given Audit Committee cadence (4 meetings in 2024) .
- External advisory role at private Gasology, LLC – no transactions disclosed with MGY, but continue monitoring for any related-party exposure .
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Red flags
- None disclosed specific to Ropp: no related-party transactions, no pledging, no meeting attendance issues, no director interlocks with competitors or counterparties .
Overall, Ropp’s independence, audit expertise, and dual technical/financial background should support Board effectiveness in financial oversight and risk management while aligning with MGY’s governance policies and shareholder expectations .