Lisa Bromiley
NORTHERN OIL & GASAbout Lisa Bromiley
Independent director at Northern Oil and Gas, Inc. (NOG), age 52, serving on the Board since September 2007. A Certified Public Accountant with B.B.A. and Master of Accountancy degrees from the University of Texas at Austin; extensive CFO and finance leadership roles across energy, metals, and commodities, with expertise in financial reporting, capital markets, internal controls, and corporate governance . The Board has determined she is independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cemvita, Inc. | Chief Financial Officer | Since Dec 2023 | Sustainable alternative energy provider; finance leadership |
| Fortify Energy Holdings, LLC | Chief Financial Officer | Since May 2022 | CFO for energy platform |
| North Shore Steel | EVP & CFO | Since Oct 2021 | Metals manufacturing/distribution finance |
| Aviva Metals, Inc. | Chief Financial Officer | Jun 2019–Oct 2021 | Multinational metals; SEC reporting and risk management |
| BioUrja Group | Chief Financial Officer | 2018–2019 | Commodity trading; capital markets and controls |
| Flotek Industries, Inc. | Chief Financial Officer | Prior role (date not specified) | Public co. CFO experience |
| Platinum Energy Resources, Inc. | Chief Financial Officer | Prior role (date not specified) | Public co. CFO experience |
| PricewaterhouseCoopers LLP (Energy audit practice) | Professional | Early career | Audit; financial reporting foundations |
| Fortune 500 companies | Finance roles | Early career | Accounting/finance positions |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Cemvita, Inc. | CFO | Since Dec 2023 | Alternative energy; sustainability focus |
| Fortify Energy Holdings, LLC | CFO | Since May 2022 | Energy industry platform |
| North Shore Steel | EVP & CFO | Since Oct 2021 | Metals manufacturing/distribution |
| Aviva Metals, Inc. | CFO | Jun 2019–Oct 2021 | Multinational metals |
| BioUrja Group | CFO | 2018–2019 | Commodities trading |
| Flotek Industries, Inc. | CFO | Prior | Public company CFO |
| Platinum Energy Resources, Inc. | CFO | Prior | Public company CFO |
No other public company board directorships are disclosed for Ms. Bromiley in the proxy .
Board Governance
| Governance Attribute | Detail | Evidence |
|---|---|---|
| Independence | Independent director (NYSE definition) | |
| Committee Memberships | Audit Committee member (2025 members: Kimble, Bromiley, Lasher) | |
| Committee Chair Roles | None disclosed for Bromiley | |
| Attendance | All directors attended ≥75% of applicable meetings in 2024; Board held 5 meetings; Audit 7; Compensation 3; Governance 3 | |
| Annual Meeting Attendance | All 2025 director nominees attended last year’s annual meeting | |
| Years of Service | Director since Sept 2007 |
Fixed Compensation
2024 non-employee director compensation and structure:
| Component | Amount ($) | Notes |
|---|---|---|
| Cash fees (total) | 97,500 | Board retainer $85,000 and Audit Committee member fee $12,500 |
| Equity (fully vested shares; total) | 175,000 | Issued quarterly on 4/1, 6/28, 9/30, 12/31 ($43,750 each) |
| Total | 272,500 | Sum of cash and equity |
Director fee schedule (for reference): Board retainer $85,000 cash; $175,000 equity; Audit Committee member $12,500; Audit Chair $25,000; other committee member fees as disclosed .
2023 vs 2024 compensation mix (signal on alignment):
| Year | Cash ($) | Equity ($) | Total ($) |
|---|---|---|---|
| 2023 | 97,500 | 150,000 | 247,500 |
| 2024 | 97,500 | 175,000 | 272,500 |
Observation: Cash flat; equity retainer increased $25,000 YoY, modestly increasing equity alignment .
Performance Compensation
- Non-employee directors at NOG receive fixed equity retainers; no performance-based director awards or options are used in the director mix .
- No director performance metrics (e.g., TSR-linked director awards) are disclosed; equity grants to directors are fully vested quarterly .
Other Directorships & Interlocks
| Entity | Role | Interlock/Conflict Note |
|---|---|---|
| Not disclosed | — | No other public company directorships disclosed for Bromiley; no compensation committee interlocks among NOG executives/directors in 2024 |
Expertise & Qualifications
- CPA; B.B.A. and Master of Accountancy, University of Texas at Austin .
- Deep background in financial reporting, accounting, internal controls, capital markets; multi-industry CFO roles including public company CFO experience .
- Audit oversight: current Audit Committee member; Audit Committee has an SEC-defined financial expert (Kimble), complementing Bromiley’s CPA credentials .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 51,142 | As of March 25, 2025 |
| Shares outstanding | 98,852,698 | As of record date March 25, 2025 |
| Ownership (% of SO) | ~0.0517% | Derived from 51,142 / 98,852,698; both figures cited |
| Vested vs unvested | All vested as of 12/31/2024 | Non-employee directors held no unvested shares/options |
| Options (exercisable/unexercisable) | None | Stock options not used; none outstanding for directors |
| Pledging/Hedging | Prohibited | Insider Trading Policy bans pledging and hedging for directors |
| Ownership guidelines | 4x annual cash retainer | Directors must hold ≥4x cash retainer; 5-year compliance window |
| Compliance indication | Exceeds | 51,142 shares x $37.16 closing price on 12/31/2024 ≈ $1.90M vs guideline of $340,000 (4x $85,000) |
Governance Assessment
- Board effectiveness: Bromiley’s tenure and CPA background strengthen audit oversight; she serves on the Audit Committee with an SEC-defined “financial expert” (Kimble), supporting robust financial reporting and controls .
- Independence and attendance: She is independent; the Board reports strong participation (≥75% for all directors) and full nominee attendance at the annual meeting, bolstering investor confidence .
- Alignment: Bromiley’s equity holdings and increased equity retainer in 2024 enhance alignment; directors are subject to stock ownership guidelines (4x cash retainer) and anti-hedging/pledging policies .
- Conflicts/related party: No Bromiley-specific related party transactions disclosed; NOG has a formal related person transaction policy with Audit Committee review .
- Compensation governance: Compensation Committee is fully independent and uses an external consultant (WTW); 2024 Say-on-Pay support was ~84%—a neutral/positive signal on pay practices oversight by the Board .
RED FLAGS: None identified for Bromiley specifically—no pledging/hedging, no options repricing, no related-party transactions disclosed involving her, and independence affirmed .
Monitoring items: Elevated Chair compensation is above market per Board disclosure (justified by workload), but not directly tied to Bromiley; continue to monitor committee workloads and director equity mix to ensure sustained alignment .