R. Gaines Baty
Matador ResourcesAbout R. Gaines Baty
Independent Class II director since 2016; age 74; Deputy Lead Independent Director and Chair of the Strategic Planning and Compensation Committee. CEO of R. Gaines Baty Associates, Inc., an executive search firm he founded in 1982 after working at IBM; BBA from Texas Tech University (football team letterman, captain, later graduate assistant coach). The Board biography emphasizes his executive leadership and development expertise, including recruitment, board administration, compensation and growth strategies .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| R. Gaines Baty Associates, Inc. | CEO; founded firm | Founded 1982; ongoing role | Executive leadership and development; recruitment, board administration, compensation and growth strategies |
| IBM Corporation | Prior employment | Not disclosed | Early career experience prior to founding firm |
| Society of Executive Recruiting Consultants | Two-term President | Not disclosed | Industry leadership and network-building |
| Independent Recruiter Group | Two-term President | Not disclosed | Industry leadership and network-building |
| Author | Published author | Not disclosed | Thought leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Society of Executive Recruiting Consultants | President (two terms) | Not disclosed | Industry association leadership |
| Independent Recruiter Group | President (two terms) | Not disclosed | Industry association leadership |
No other public company directorships are disclosed in MTDR’s 2025 proxy biography for Baty .
Board Governance
- Independence: Board determined Baty is independent under SEC/NYSE rules; nine of 11 directors independent .
- Attendance: Board held nine meetings in 2024; all incumbent directors attended at least 75% of Board and committee meetings; all directors attended the 2024 Annual Meeting .
- Lead/Deputy Lead roles: Baty serves as Deputy Lead Independent Director, carrying out lead independent duties when needed (executive sessions chairing, CEO evaluation facilitation, board agendas, information quality/timeliness, advisor recommendations, interviewing board candidates, overseeing evaluations) .
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Strategic Planning & Compensation (standing) | Chair | 6 | Members independent under SEC/NYSE; oversees executive pay, succession planning, performance goals, risk review |
| Environmental, Social & Corporate Governance (standing) | Member | 2 | Oversees governance guidelines, Code of Ethics, ESG oversight; chaired by Monika U. Ehrman |
| Executive (standing) | Member | 0 (did not meet) | Authority to act in Board’s stead where permitted; chaired by CEO Joseph Wm. Foran |
| Nominating (standing) | Chair (2024); not a member (as of Apr 16, 2025) | 5 (2024) | 2024 proxy lists Baty as Nominating Chair; 2025 composition excludes Baty due to charter rules on re-election cycles |
| Advisory: Capital Markets & Finance; Marketing & Midstream; Operations & Engineering; Prospect | Not listed as member (2025) | Various | 2025 committee membership table does not include Baty on advisory committees |
Fixed Compensation
- 2024 Director Compensation (non-employee directors):
| Component | Amount |
|---|---|
| Fees Earned or Paid in Cash | $189,167 |
| Stock Awards (grant-date fair value of RSUs) | $149,979 |
| Total | $339,146 |
| Outstanding Unvested RSUs at 12/31/2024 | 2,533 RSUs |
| Additional cash retainer for Deputy Lead Independent Director | $50,000 |
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Non-employee director program (2024–2025 service period):
- Annual cash retainer: $85,000 .
- Committee chair retainers: Audit $50,000; Strategic Planning & Compensation $50,000; Operations & Engineering $50,000; Prospect $50,000; ESG $35,000; Nominating $25,000; Capital Markets & Finance $25,000; Marketing & Midstream $25,000 .
- Lead Independent Director retainer: $100,000; Deputy Lead Independent Director retainer: $50,000; ESG Coordinator retainer: $50,000 .
- RSU grant: ~$150,000 value; vests on earlier of first anniversary of the 2024 Annual Meeting or immediately prior to 2025 Annual Meeting director elections .
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Year-over-year program changes:
- Retainer increased from $70,000 (2023–2024) to $85,000 (2024–2025); RSU grant increased from ~$135,000 (2023–2024) to ~$150,000 (2024–2025); role retainers unchanged .
Performance Compensation
Directors receive time-based RSUs; performance metrics apply to executive compensation overseen by the Strategic Planning & Compensation Committee (chaired by Baty).
- 2024 performance goals (threshold/target/maximum vs actual and assessment):
| Metric | Threshold | Target | Maximum | Actual | Assessment |
|---|---|---|---|---|---|
| Net Debt / Adjusted EBITDA | 1.55x | 1.42x | 1.29x | 1.05x | Exceeded Maximum |
| Adjusted Operating Costs per BOE (ex interest) | $14.90 | $13.90 | $12.90 | $12.42 | Exceeded Maximum |
| Return on Average Capital Employed (ROACE) | 25% | 28% | 31% | 32% | Exceeded Maximum |
| Total Shareholder Return vs Peer Group | — | Upper 50% | Upper 25% | Upper 50% | Achieved Target |
| ESG Objectives | — | — | — | — | As noted in proxy |
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Additional 2024 achievements considered: Adjusted Free Cash Flow $807M; oil production growth 33%; reserves 612 MMBOE; drilling & completions cost/foot $910; LOE/BOE $5.47; San Mateo Adjusted EBITDA $253M; transactions including Ameredev Acquisition and Pronto Transaction .
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Program features: anti-hedging and restricted pledging policies; stock ownership guidelines; clawback policy adopted Oct 2023; independent consultant Meridian engaged; no consultant conflicts; no excise tax gross-ups; option repricing prohibited; PSU payouts capped if absolute TSR negative .
Other Directorships & Interlocks
| Company | Role | Committees | Notes |
|---|---|---|---|
| None disclosed | — | — | MTDR proxy biography for Baty does not list other public company boards |
Expertise & Qualifications
- Executive leadership, human capital development, recruitment and board administration; compensation and growth strategies; independent judgment; availability to devote time to Board duties .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial Ownership (as of Apr 16, 2025) | 68,317 shares; less than 1% of class |
| Unvested RSUs (as of Dec 31, 2024) | 2,533 RSUs |
| Director Stock Ownership Guidelines | Expected to own $350,000 of Common Stock within 3 years; all directors owned or were on track as of Dec 31, 2024; RSUs count toward guidelines; must hold shares received from RSU vesting until guidelines met |
| Anti-Hedging / Anti-Pledging | Hedging prohibited; pledging more than 25% of holdings restricted without prior written consent of ESG Committee |
Governance Assessment
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Strengths:
- Independent director with significant leadership and human capital expertise; serves as Deputy Lead Independent Director and chairs the Compensation Committee, indicating central role in board effectiveness and pay oversight .
- Strong Board governance practices: regular executive sessions; high attendance (≥75% for all directors in 2024); extensive committee structure and charters; nine of 11 directors independent .
- Compensation oversight quality signals: independent consultant (Meridian) engaged; no consultant conflicts; anti-hedging/limited pledging; clawback policy adopted; no excise tax gross-ups; PSU risk controls .
- Shareholder support: 2024 say‑on‑pay approval 94% .
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Investor feedback signal (2025 Annual Meeting results):
- Re-elected as Class II director with 93,918,577 votes for, 14,602,509 against, 146,261 abstained; broker non‑votes 7,171,122. Other nominees received varied opposition (e.g., Harvey 203,700 against; Appel 6,738,837 against; Ward 8,829,335 against) .
- 2025 say‑on‑pay: 102,074,053 for; 6,399,811 against; 193,483 abstained; 7,171,122 broker non‑votes .
- 2024 frequency vote: shareholders favored annual say‑on‑pay (1 Year: 104,582,088 votes) .
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Potential conflicts / RED FLAGS:
- Related‑party exposure: Office Lease Renewal where Baty’s son (Cushman & Wakefield DFW Vice Chairman) provided tenant representation; compensation expected to exceed $120,000. Audit Committee reviewed for conflicts, found fair, and Board approved and ratified, but this constitutes a related‑party transaction requiring continued oversight .
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Compensation alignment:
- Director cash/equity mix balanced with role‑based retainers and time‑based RSUs (~$150,000) vesting on an annual cycle; additional $50,000 cash retainer for Deputy Lead Independent Director role .
- Year‑over‑year increase in base retainer ($70,000 to $85,000) and RSU grant (~$135,000 to ~$150,000) reflects broader program changes rather than individual discretion; consistent role‑based differentials maintained .
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Committee engagement:
- Active chairing of Compensation Committee (six meetings in 2024) and membership on ESG and Executive Committees underscores engagement in pay, governance, succession and risk oversight .
Overall, governance quality appears solid with strong independence, attendance and structured oversight; the related‑party transaction involving Baty’s son is a notable red flag but was subjected to Audit Committee review and Board approval, mitigating—though not eliminating—conflict risk .