Jennifer Pomerantz
NORTHERN OIL & GASAbout Jennifer Pomerantz
Independent director at Northern Oil and Gas, Inc. (NOG), age 45, serving on the Board since December 2021; background spans operating leadership as founder/Chair/CEO of American Natural (2011–Aug 2021) and prior investing roles as a portfolio manager for global natural resources strategies at Citadel’s Surveyor Capital and JPMorgan’s Highbridge, following energy investment banking at Bank of America; B.A. in Economics and Political Science from the University of Chicago . The Board has affirmatively determined she is independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Natural | Founder, Chairman & CEO | 2011 – Aug 2021 | Led brand build-out and fuel logistics platform |
| Citadel Asset Management (Surveyor Capital) | Portfolio Manager – Global Natural Resources | Not disclosed | Energy/natural resources investing |
| JPMorgan Highbridge Asset Management | Portfolio Manager – Global Natural Resources | Not disclosed | Energy/natural resources investing |
| Bank of America | Investment Banking – Power & Energy | Not disclosed | Coverage of energy clients |
External Roles
| Type | Company/Institution | Role | Notes |
|---|---|---|---|
| Public company board | — | — | No other public company directorships disclosed in NOG’s proxy . |
Board Governance
- Independence: The Board deems Pomerantz independent under the NYSE Listed Company Manual .
- Attendance and engagement: In 2024, the Board held 5 meetings; Audit 7, Compensation 3, Governance/Nominating/ESG 3; each director attended at least 75% of meetings of the Board and their committees. All 2025 director nominees (including Pomerantz) attended last year’s annual meeting .
- Committee roles (recent years):
- 2024: Chair – Governance, Nominating & ESG; Chair – Acquisition; Member – Compensation; Member – Executive .
- 2023: Same as 2024 (Chair – Governance & Acquisition; Member – Compensation & Executive) .
- 2025: Compensation Committee member per Compensation Committee Report (committee composed of Stuart Lasher, Bahram Akradi, and Jennifer Pomerantz) . Audit Committee members are Kimble, Bromiley, Lasher (Pomerantz not on Audit) .
- Say‑on‑Pay support (context for Comp Committee): 84% approval at May 23, 2024 annual meeting; Compensation Committee noted shareholder feedback and structural changes (e.g., eliminated discretionary LTIP component for executives) .
Fixed Compensation (Director Pay – 2024)
| Component | Amount (USD) | Notes |
|---|---|---|
| Board cash retainer | $85,000 | Standard non‑employee director cash retainer |
| Compensation Committee – member fee | $12,500 | 2024 committee schedule |
| Governance, Nominating & ESG – chair fee | $25,000 | 2024 committee schedule |
| Executive Committee – member fee | $75,000 | 2024 committee schedule |
| Acquisition Committee – chair/member fee | $30,000 | 2024 committee schedule |
| Total cash fees (reported) | $227,500 | Matches Pomerantz 2024 director cash compensation |
| Equity – quarterly fully vested shares | $175,000 | $43,750 per quarter on 4/1, 6/28, 9/30, 12/31 (fully vested) |
| Equity – one‑time stock award (Jan 16, 2024) | $75,000 | Awarded for additional 2023 time commitment; granted 1/16/2024 |
| Total equity (reported) | $250,000 | Pomerantz 2024 director equity compensation |
The director equity program pays quarterly fully vested shares; as of Dec 31, 2024, no non‑employee directors held unvested shares or stock options .
Performance Compensation
| Item | Details |
|---|---|
| Director performance-based incentives | None disclosed; director equity grants are time‑based and fully vested when issued (no performance metrics) |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public company boards | None disclosed for Pomerantz in NOG proxy |
| Compensation Committee interlocks | None – company discloses no interlocks/insider participation among Compensation Committee members for 2024 |
Expertise & Qualifications
- Global energy investing and operating experience: former portfolio manager in natural resources at Citadel Surveyor and JPM Highbridge; founder/CEO operator in downstream/retail energy (American Natural) .
- Governance and transactions: Chairs Governance/Nominating/ESG and Acquisition Committees; member of Executive and Compensation Committees, indicating focus on board process, ESG oversight, M&A review/approvals, and pay governance .
- Education: University of Chicago, Economics & Political Science .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Beneficial ownership (shares) | 15,986 | As of March 25, 2025; “<1%” of outstanding |
| Ownership as % of outstanding | <1% | As disclosed (“*” denotes less than 1%) |
| Vested vs. unvested | 100% vested as of 12/31/2024 | No unvested director shares outstanding at year‑end 2024 |
| Stock ownership guideline | 4× annual cash retainer for directors | 5‑year compliance window; non‑compliant holders must retain 100% of after‑tax vested shares |
| Indicative value of holdings | ~$594k (15,986 × $37.16) | Using 12/31/2024 close; suggests holdings exceed 4× $85k ($340k) guideline; valuation method may differ per policy |
| Hedging/pledging | Prohibited for directors | No margin purchases, pledging, short sales, options, or hedging transactions allowed |
Governance Assessment
- Strengths and signals of effectiveness:
- Independent director with multi‑year service and high‑touch governance roles (Chairs Governance/Nominating/ESG and Acquisition; member of Executive and Compensation), indicating Board confidence in her judgment on director selection/ESG oversight, M&A screening/approvals, and pay design .
- No disclosed related‑party transactions involving Pomerantz; company maintains a formal related‑person policy administered by the Audit Committee .
- Strong alignment mechanisms: director equity paid in stock; robust ownership guidelines (4× cash retainer); hedging/pledging prohibitions; Section 16 filings timely in 2024 .
- Shareholder support on pay: 84% Say‑on‑Pay approval in 2024 after program refinements (eliminated discretionary LTIP component), indicating overall investor acceptance of compensation governance she helps oversee .
- Potential watch items (not red flags):
- Workload concentration: Simultaneously chairing two committees (Governance/Nominating/ESG and Acquisition) and serving on Executive and Compensation reflects heavy time commitment; Board acknowledged extraordinary 2023 time demands with one‑time equity awards in Jan 2024 (also to Lasher). This recognizes engagement but warrants ongoing monitoring for bandwidth and independence in transactional scrutiny .
- Committee independence remains intact (all standing committees composed solely of independent directors; CEO added to Board in Dec 2024 but serves on no standing committees), mitigating management influence risk .
No RED FLAGS identified: no related‑party exposure for Pomerantz; no compensation interlocks; attendance thresholds met; hedging/pledging prohibited; director equity fully vested and ownership appears to meet guideline based on indicative valuation .