Shelley Appel
Matador ResourcesAbout Shelley F. Appel
Shelley F. Appel, age 35, has served on Matador Resources Company’s Board since 2023; she is the Company’s ESG Coordinator since January 2021 and previously held M&A and investor relations roles at Royal Dutch Shell PLC following her MBA from the University of Chicago, with earlier corporate strategy experience at NYSE Euronext after graduating from Yale University . She is a Class II director nominee for election at the June 12, 2025 Annual Meeting (term to 2028 if elected) and is not independent; the Board notes family relationships exist only for Ms. Appel and Mr. Foran .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Royal Dutch Shell PLC | Manager, Mergers & Acquisitions (financial analysis including valuation, structuring, negotiation, due diligence for >$18B transactions) | Aug 2017–Dec 2019 | Upstream business exposure; transaction execution |
| Royal Dutch Shell PLC | Senior Investor Relations Officer (global Upstream narrative; authorized spokesperson; managed NA investor/analyst relationships) | Promoted Dec 2019 (end date not stated) | Investor relations leadership |
| NYSE Euronext / Intercontinental Exchange Group | Business Analyst, Corporate Strategy (supported $11B merger implementation; continued post-merger to June 2015) | Until Jun 2015 | Corporate strategy execution |
| Matador Resources Company | ESG Coordinator; Special Advisor to the Board prior to election | ESG Coordinator since Jan 2021; Special Advisor Oct 2022–Jun 2023 | Primary author of sustainability report |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed | — | — | “No director currently holds any other directorships with public companies.” |
Board Governance
- Independence: Not independent; the Board identified family relationships only for Ms. Appel and Mr. Foran .
- Board attendance: Board held nine meetings in 2024; all incumbent directors attended at least 75% of Board and committee meetings and all directors attended the 2024 Annual Meeting .
- Executive sessions: Non-management executive sessions held regularly; lead independent director (Parker) and deputy lead independent director (Baty) preside .
- Committee assignments (as of April 16, 2025): Capital Markets & Finance (member), Marketing & Midstream (member), Prospect (member); ESG Coordinator role with an additional $50,000 annual retainer .
| Committee | Role | Chair? | Notes |
|---|---|---|---|
| Capital Markets & Finance | Member | No | Oversight of financial objectives, capital structure, financing; Parker chair |
| Marketing & Midstream | Member | No | Oversight of marketing and midstream activities; Ward and Howard co-chairs |
| Prospect | Member | No | Oversight of prospect evaluation; Baribault chair |
| ESG Coordinator (staff role) | Coordinator | — | +$50,000 annual retainer |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $67,333 | $128,750 |
| Committee Chair Fees ($) | — (not disclosed for Appel) | — (not disclosed for Appel) |
| ESG Coordinator Cash Retainer ($) | $50,000 (role noted; included in cash fees) | $50,000 (role noted; included in cash fees) |
| Annual Cash Director Retainer Program (structure) | $85,000 annual retainer beginning 2024–2025 cycle | $85,000 annual retainer (program structure) |
Compensation program elements for non-employee directors (2024–2025 cycle):
- Cash: $85,000 annual retainer; ESG Coordinator +$50,000; chair retainers per committee (Audit $50k; SPC $50k; Operations & Engineering $50k; Prospect $50k; ESG $35k; Nominating $25k; Capital Markets & Finance $25k; Marketing & Midstream $25k); LID +$100k; Deputy LID +$50k .
- Equity: RSUs ~ $150,000 grant after 2024 Annual Meeting, vesting on the earlier of first anniversary of the 2024 Annual Meeting or immediately prior to election of nominees at the 2025 Annual Meeting .
Performance Compensation
Directors receive time-based RSUs; there are no disclosed performance metrics tied to director compensation. RSU award and vesting details are below.
| RSU Metric | 2023 | 2024 |
|---|---|---|
| Stock Awards Grant-Date Fair Value ($) | $134,982 | $149,979 |
| Outstanding Unvested RSUs at Year-End (shares) | 2,621 | 2,533 |
| Vesting Schedule | Vests immediately prior to election at 2024 Annual Meeting | Vests immediately prior to election at 2025 Annual Meeting or first anniversary of 2024 Annual Meeting |
Other Directorships & Interlocks
- Public company boards: None disclosed for Appel .
- Interlocks: Family relationship with Chairman & CEO (Foran) noted by the Board; related party transactions involving “Foran Entities” (including Ms. Appel and affiliated entities) with working interests and overriding royalty interests in Matador-operated properties were reviewed/approved by Audit Committee and Board (see Related Party Transactions) .
Expertise & Qualifications
- ESG leadership (primary author of sustainability report; ESG Coordinator since January 2021) .
- Transactional finance (Shell M&A manager overseeing >$18B of acquisition/divestment opportunities) .
- Investor relations leadership (global Upstream narrative; authorized spokesperson; analyst/investor engagement) .
- Education: BA (with honors) in Cognitive Science, Yale; MBA, University of Chicago Booth (Co-Chair of Energy Group) .
Equity Ownership
| Category | Shares |
|---|---|
| Total Beneficial Ownership | 1,735,698 (1.4% of class) |
| Sage Resources, Ltd. (Foran family LP) | 1,105,913 |
| SIF 2011 Non-GST Trust | 227,416 |
| SIF 2020 Non-GST Trust | 336,978 |
| Individual Retirement Account (Appel) | 4,742 |
| 401(k) account (Appel) | 2,150 |
| Health Savings Account (Spouse) | 58 |
| RSUs (issuable upon vesting) | 2,533 |
Policies affecting ownership alignment:
- Director stock ownership guidelines: Expected to own $350,000 of common stock within 3 years of becoming a director; all directors owned or were on track to own in excess of $350,000 as of 12/31/2024; RSUs count toward guidelines; hold all vested shares until guideline achieved .
- Anti-hedging: Prohibits hedging Company securities by directors/officers/employees .
- Anti-pledging: Restricts pledging by directors/executive officers to no more than 25% of holdings without prior written consent of the ESG Committee .
Related Party Transactions
| Item | 2024 Amount | Notes |
|---|---|---|
| Related Net Revenue Payments to Foran Entities (incl. Ms. Appel and affiliated entities) | ~$17.2 million | Revenues, net of costs, from working and overriding royalty interests; <1% of total third-party net revenue payments |
| Related Joint Interest Billings to Foran Entities | ~$13.7 million | JIB costs billed to Foran Entities for their working interests; <1% of total JIBs |
| Review/Approval | Audit Committee determined fairness; Board approved/ratified | Reviewed under Related Person Transaction Policy |
Historical related-person service compensation:
- In 2023 (prior to Board election), Ms. Appel served as ESG Coordinator and Special Advisor to the Board; compensation between $120,000 and $250,000; reviewed and approved by Audit Committee and Board under Related Person Transaction Policy .
Director Compensation Summary (Annual)
| Year | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2023 | $67,333 | $134,982 | $202,315 |
| 2024 | $128,750 | $149,979 | $278,729 |
Governance Assessment
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Signals supportive of investor confidence:
- Robust anti-hedging/pledging policies and director stock ownership guidelines; directors on track to meet ownership guideline thresholds; broad shareholder support for say-on-pay in 2024 (94%) .
- Active committee participation across capital markets, midstream, and prospect oversight; Board and committees met frequently (Board: 9 meetings; Audit: 4) with strong attendance .
-
Red flags and oversight considerations:
- Independence: Ms. Appel is not independent and has a family relationship with the CEO; this may affect perceptions of board independence and oversight on CEO/related-party matters .
- Related-party exposure: Material ongoing transactions with Foran Entities, including Ms. Appel and affiliates, involving working and royalty interests; while reviewed and approved, the magnitude (~$17.2m net revenue; ~$13.7m JIB) warrants continued scrutiny for conflict management and fair dealing .
- Prior related-person consulting compensation to Ms. Appel before election to Board ($120,000–$250,000 in 2023) underscores need for robust recusal and policy enforcement on conflict matters .
Overall, while governance processes (Audit Committee review, formal policies, ownership alignment) are in place, Ms. Appel’s non-independent status and related-party transactions represent notable conflict-of-interest risk that investors should monitor, particularly in committee contexts touching capital allocation, midstream JV oversight, and ESG reporting .