Bahram Akradi

About Bahram Akradi

Bahram Akradi (age 63) is an independent director and the non‑executive Chairperson of Northern Oil and Gas, Inc. (NOG). He has served on the Board since July 2017, was appointed Lead Independent Director in December 2017, and became non‑executive Chairperson in January 2018. He is the founder of Life Time, Inc. and has served as its Chairman and CEO since May 1996; he continues as Chairman and CEO of Life Time Group Holdings, Inc. (NYSE: LTH) following its October 2021 IPO. The Board has determined he is independent under NYSE rules.

Past Roles

External Roles

Board Governance

• Independence and leadership: The Board classifies Akradi as an “independent director” under NYSE rules; he serves as non‑executive Chair, separate from the CEO role, and presides over independent director executive sessions. The CEO joined the Board in Dec 2024 and does not serve on any standing committee.
• Committee assignments: Compensation Committee member (current committee members: Stuart Lasher, Bahram Akradi, Jennifer Pomerantz). Audit Committee members are William Kimble (financial expert), Lisa Bromiley, and Stuart Lasher.
• Meetings and attendance: In 2024, the Board met 5 times; Audit 7; Compensation 3; Governance, Nominating & ESG 3. Each Board member attended at least 75% of the meetings for which they were a member. All 2025 nominees attended last year’s annual meeting.
• Board composition snapshot (anticipated post‑2025 meeting): 88% independent (7 of 8); average tenure 6.3 years; average age 55.

Fixed Compensation

Context on director pay structure (2024): All other non‑employee directors received $85,000 cash and $175,000 equity; committee chair/member fees: Audit ($25,000/$12,500), Compensation ($25,000/$12,500), Governance, Nominating & ESG ($25,000/$12,500), Acquisition ($30,000), Executive Committee ($75,000). The Compensation Committee noted the Chair’s pay is above market but justified by contributions.

Performance Compensation

Notes:

• Non‑employee directors held no unvested shares or options outstanding as of Dec 31, 2024.
• Non‑employee director pay is not tied to performance metrics; equity is time‑based and fully vested at grant (aimed at alignment rather than performance contingency).

Other Directorships & Interlocks

Expertise & Qualifications

• Founder/Chairman/CEO experience with public and private companies; strengths in corporate strategy, financial management, and capital markets; perspective of a long‑term stockholder on NOG’s Board.
• As non‑executive Chair, responsibilities include agenda‑setting, presiding over Board and executive sessions, director recruitment, succession planning, and investor communications.

Equity Ownership

• Shares outstanding used for calculation: 98,852,698 (as of March 25, 2025).
• Stock ownership guidelines: Directors must hold shares equal to 4x annual cash retainer within 5 years; until compliant, must hold 100% of after‑tax vested shares. Options and unvested performance awards do not count.
• Section 16 compliance: Company states all required director/officer ownership reports were timely filed for 2024.

Governance Assessment

• Strengths

  • Independent, experienced non‑executive Chair; separation of Chair/CEO roles; independent CEO added to Board without committee roles, preserving committee independence.
  • Strong attendance culture (≥75% at Board/committee meetings) and full nominee participation at the annual meeting.
  • Significant director equity paid in stock; no option awards or unvested director equity outstanding at year‑end (reduces risk of opportunistic option practices).
  • Ownership alignment framework via director stock ownership guidelines; corporate clawback policy in place.

• Risk indicators and watch‑items

  • Above‑market compensation for the Chair acknowledged by the Board; justified by contributions and time commitment—investors may scrutinize out‑of‑market levels for governance optics.
  • Cross‑board interlock with Life Time (Akradi as LTH CEO/Chair; NOG director Lasher also on LTH board) could raise perception of network influence; no related‑party transactions disclosed between NOG and LTH.
  • Chair serves on the Compensation Committee alongside Lasher and Pomerantz; while all are independent, some investors prefer the non‑executive Chair to avoid comp committee service to minimize perceived concentration of influence.

• Shareholder sentiment context

  • Say‑on‑pay approval was ~84% in 2024, and the Compensation Committee eliminated a discretionary LTIP component, moving to equally weighted 3‑year absolute and relative TSR goals for executives, reflecting responsiveness to feedback.

Related‑Party Exposure

• Policy: Audit Committee reviews/approves related‑person transactions; directors with interests recuse; several de minimis exemptions apply.
• Disclosures: 2024 related‑person items disclosed did not identify transactions involving Mr. Akradi.

Director Compensation Structure Details (Reference)

RED FLAGS to monitor:

• Chair compensation above market (Board‑acknowledged) may draw investor scrutiny if not clearly tied to continued incremental contributions.
• Cross‑board interlock with LTH (Akradi/Lasher) warrants monitoring for potential perceived influence or time‑commitment concerns, even without related‑party transactions.
• Chair’s service on the Compensation Committee may be viewed unfavorably by some governance frameworks despite independence determinations.