Susan Ward
Matador ResourcesAbout Susan M. Ward
Independent Director of Matador Resources Company since 2024 (age 66). Former Head of M&A and Commercial Finance for Shell Oil Company; Vice President, CFO and Board member of Shell Midstream Partners (took public in 2014); Vice President, Upstream Commercial Finance at Shell International E&P in The Hague. Education: B.Ch.E. Villanova (honors); MBA (Finance) Wharton (with distinction). The Board designated her an Audit Committee Financial Expert. She serves as co-chair of the Marketing & Midstream Committee and sits on Audit, ESG, Operations & Engineering, and Prospect committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Shell Oil Company | Senior Executive; Head, M&A and Commercial Finance (Americas) | 20+ years; senior roles 12 years; retired 2019 | Led M&A/commercial finance across Shell’s Americas businesses |
| Shell Midstream Partners | Vice President, CFO and Board member | IPO 2014 | Helped take the partnership public; midstream finance leadership |
| Shell International E&P (The Hague) | Vice President, Upstream Commercial Finance | Not disclosed | International upstream finance leadership |
| Noble Corporation JV | Board member (Shell deepwater drillship JV) | Not disclosed | Governance oversight in deepwater drilling JV |
| UBS Securities | Managing Director, Natural Resources & Energy Investment Banking | 11 years (pre-1998) | Energy M&A and financing experience |
| Exxon / Mobil | Refining Process Engineer (Exxon); Finance (Mobil HQ) | Early career | Technical and corporate finance foundations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Crescent Midstream | Independent, non‑executive Board Member | Since July 2023 | Offshore/onshore crude services in Gulf of Mexico/Louisiana |
| TransAlta Renewables | Independent Director | May 2021 – Oct 2023 | Company purchased by parent TransAlta in Oct 2023 |
| Villanova University | Board of Trustees Member | Since 2018 | Governance/education engagement |
| National Association of Corporate Directors | Member | Since 2016 | Professional governance network |
| Other current public company boards | None | — | “No director currently holds any other directorships with public companies.” |
Board Governance
- Independence: The Board determined nine of 11 directors are independent, including Susan M. Ward .
- Committee assignments: Audit; Environmental, Social and Corporate Governance (ESG); Operations & Engineering; Prospect; Marketing & Midstream (Co‑Chair) .
- Audit Committee Financial Expert: Board determined Ward, Byerley and Parker qualify .
- Attendance: In 2024, the Board held nine meetings; all incumbent directors attended at least 75% of Board/committee meetings and attended the 2024 Annual Meeting; independent directors meet in regular executive sessions .
| Committee | Role | Governance Scope |
|---|---|---|
| Audit | Member; Financial Expert | Financial reporting integrity; auditor oversight; compliance; enterprise risk incl cybersecurity |
| ESG | Member | Corporate Governance Guidelines; Code of Ethics; sustainability oversight |
| Marketing & Midstream | Co‑Chair | Oversight of marketing and midstream activities, projects, JV plans |
| Operations & Engineering | Member | Oversight of development, drilling/completions, reserves classification |
| Prospect | Member | Technical analysis and selection of oil & gas prospects |
Fixed Compensation
| Component | FY2024 Amount | Notes |
|---|---|---|
| Annual cash fees | $89,005 | Actual fees paid in cash for Ward in 2024 |
| RSU grant (director equity) | $149,979 | Grant date fair value; vests prior to 2025 Annual Meeting |
| Total | $238,984 | Cash + equity |
Director program (2024–2025):
- 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: +$100,000; Deputy Lead Independent: +$50,000; ESG Coordinator: +$50,000
- Annual RSUs: ~$150,000 value; vest on earlier of first anniversary of 2024 Annual Meeting or immediately prior to election at 2025 Annual Meeting
Performance Compensation
Directors receive time‑based RSUs; no performance metrics (e.g., TSR) are used for director equity.
| Award Type | Grant Value / Units | Vesting | Notes |
|---|---|---|---|
| RSUs (2024–2025 director grant) | ~$150,000 | Earlier of first anniversary of 2024 Annual Meeting or immediately prior to 2025 director election | Program terms applicable to all non‑employee directors |
| Outstanding unvested RSUs (12/31/2024) | 2,533 | Prior to 2025 director election | Ward’s unvested RSUs at year‑end |
Other Directorships & Interlocks
- Current public company directorships: None (per MTDR proxy) .
- External energy roles: Crescent Midstream Board (private) .
- Prior public company: TransAlta Renewables Board (public; ended Oct 2023) .
- Potential interlocks/conflicts: No related‑party transactions disclosed involving Ward; related‑party items in 2024 involved other directors/executives and were reviewed/approved under the Related Person Transaction Policy .
Expertise & Qualifications
- Deep energy industry, midstream and capital markets/M&A expertise; senior finance roles across Shell businesses .
- Audit Committee Financial Expert designation underscores technical financial literacy and oversight capability .
- Governance credentials: NACD member; university trustee .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| Susan M. Ward | 5,844 | <1% | Includes 2,533 shares issuable upon vesting/delivery of RSUs |
| Directors, nominees & executive officers (19 persons) | 7,269,330 | 5.8% | Aggregate insider ownership |
Ownership alignment and guidelines:
- Director stock ownership guideline: $350,000 within three years; until met, directors expected to hold all shares received from RSU vesting. As of Dec. 31, 2024, all directors owned or were on track to exceed $350,000 within three years .
- Hedging/pledging: Company prohibits hedging and does not allow pledging of Company stock except in limited circumstances; no pledging by Ward disclosed .
Insider filings:
| Filing | Date | Key Disclosure |
|---|---|---|
| Form 3 (Initial Statement of Beneficial Ownership) | Jan 26, 2024 | Reported “No securities are beneficially owned.” at appointment |
Governance Assessment
- Strengths: Independent director with midstream and finance depth; Audit Committee Financial Expert; co‑chairs a core operational committee; strong board processes (executive sessions, majority vote policy), and robust related‑party review framework .
- Alignment: Director pay balanced toward equity (2024 equity ~$150k; cash $89k); stock ownership guideline and hold‑until‑compliance requirements promote alignment .
- Engagement: Board held nine meetings in 2024; all incumbents met ≥75% attendance and attended the Annual Meeting; regular private sessions of independent directors .
- RED FLAGS: None disclosed for Ward—no related‑party transactions, no hedging/pledging reported; directors currently do not serve on other public company boards, reducing overboarding risk .
- Shareholder signals: 2024 say‑on‑pay approval at 94% indicates broad support for compensation practices (context for governance culture) . Indemnification agreements in place for all directors, standard for board protection .