Michael Frantz
NORTHERN OIL & GASAbout Michael Frantz
Independent director at Northern Oil and Gas, Inc. (NOG); age 40; director since August 2016. Director, Investments at TRT Holdings, Inc. since February 2010, leading sourcing, diligence, and portfolio management for a diversified private holding company. Education: B.A. in Business Administration (Finance & Accounting) and Master in Professional Accounting, University of Texas at Austin (McCombs School). Independence affirmed by NOG’s Board under NYSE rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TRT Holdings, Inc. | Director, Investments; head of investment team | Feb 2010–present | Leads sourcing, due diligence, and management of new and existing investments |
| J.P. Morgan Asset Management | Analyst | Jul 2008–Feb 2010 | Investment analysis |
External Roles
| Organization | Role | Type | Notes |
|---|---|---|---|
| CareVet | Director | Private company | Current |
| Friends of the Katy Trail | Director | Non-profit | Current |
| Topside Marinas | Director | Private company | Current |
| SPS Poolcare | Director | Private company | Current |
| Pinnacle Live | Director | Private company | Current |
Board Governance
- Committee assignments (independent director): Governance, Nominating and ESG Committee (member); Executive Committee (member); Acquisition Committee (member). No chair roles disclosed.
- Independence: Board determined Frantz is independent under NYSE standards.
- Attendance and engagement: In FY2024, Board held 5 meetings; Audit 7; Compensation 3; Governance 3. Each board member attended ≥75% of aggregate Board/committee meetings. All 2025 nominees attended last year’s annual meeting.
- Board leadership and risk oversight: Separate Chair and CEO; Chair leads agendas and independent director executive sessions; Audit Committee oversees risk and internal controls.
- Say‑on‑Pay support (context for governance climate): 84% approval at May 23, 2024 meeting.
Fixed Compensation (Director)
Program structure (2024):
- Cash: Board retainer $85,000; Committee fees—Audit Chair $25,000/Audit Member $12,500; Compensation Chair $25,000/Member $12,500; Governance Chair $25,000/Member $12,500; Acquisition Committee Chair/Member $30,000; Executive Committee Chair/Member $75,000.
- Equity: $175,000 in fully vested common stock, issued quarterly (Apr 1, Jun 28, Sep 30, Dec 31, 2024).
Actual director compensation:
| Year | Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 202,500 | 175,000 | 377,500 |
| 2023 | 170,000 | 150,000 | 320,000 |
Notes:
- Equity paid as fully vested shares on quarterly dates (grant-date amounts per schedule).
- Stock ownership guideline for directors: ≥4× annual cash retainer within 5 years; 100% of after-tax vested shares retained if below guideline.
Performance Compensation (Director)
- None disclosed. Director equity is time-based and delivered as fully vested shares; no performance metrics apply to non-employee director grants.
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Public company boards | None disclosed for Frantz. |
| Private/non-profit boards | CareVet; Friends of the Katy Trail; Topside Marinas; SPS Poolcare; Pinnacle Live. |
| Interlocks/conflicts | No compensation committee interlocks; no disclosed related‑party transactions involving Frantz. Committee interlocks statement notes none for Compensation Committee members. |
Expertise & Qualifications
- Finance/investing leadership (head of investments at TRT Holdings); oil & gas industry institutional knowledge; capital allocation, sourcing and diligence expertise.
- Academic credentials in accounting and professional accounting (UT Austin, McCombs).
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Date/Context |
|---|---|---|---|
| Michael Frantz | 56,443 | <1% | Record date Mar 25, 2025; 98,852,698 shares outstanding |
| Michael Frantz | 51,750 | <1% | Record date Mar 25, 2024; 101,044,071 shares outstanding |
Additional alignment policies:
- Prohibitions on hedging, pledging, short sales, and derivatives on company stock for directors.
- Stock ownership guidelines for directors (≥4× cash retainer).
Governance Assessment
-
Strengths
- Independent status with multi-committee roles (Governance, Executive, Acquisition) indicates board confidence in his judgment on strategy, M&A, and nominations/ESG oversight.
- Solid attendance standard met across the board; annual meeting participation by all nominees supports engagement.
- Compensation mix favors equity paid in stock, aligning director incentives with shareholders; ownership guidelines and anti-hedging/pledging policy reinforce alignment.
- No compensation committee interlocks; no related‑party transactions disclosed for Frantz.
-
Watch items / potential conflict checks
- External roles at TRT Holdings and several private companies: no related‑party transactions disclosed, but continued monitoring advisable for any business dealings with NOG or its counterparties.
- Director equity grants are fully vested at grant, which is typical for directors but offers less retention “hold”; mitigated by ownership guidelines.
-
Investor confidence implications
- Frantz’s finance/M&A background adds rigor to the Executive and Acquisition Committees, important given NOG’s acquisition-led growth strategy.
- Recent Say‑on‑Pay support (84%) and committee independence signal generally healthy governance; continued oversight of dilutive actions remains prudent given NOG’s history of equity financing for acquisitions.
No red flags identified specific to Michael Frantz (no pledging/hedging, no related‑party transactions, no attendance issues, no interlocks). Continued surveillance of potential TRT-related transactions is recommended.