Roy (Ernie) Easley
NORTHERN OIL & GASAbout Roy (Ernie) Easley
Independent director of Northern Oil and Gas, Inc. (NOG) since June 2018; age 66. Career E&P executive with senior roles spanning exploration and development, multi‑disciplinary team leadership, and U.S. onshore M&A. Holds a B.S. in Geological Sciences from the University of Texas at Austin. Current operating role: Senior Vice President – Exploration & Development at CH4 Energy (since Nov 2017). Independent under NYSE rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CH4 Energy | Senior Vice President – Exploration & Development | Nov 2017–Present | Senior operating leadership across exploration/development |
| BOPCO, L.P. | Vice President – Exploration & Development | Aug 2012–Aug 2017 | Led E&D and multi‑disciplinary functions |
| Hunt Oil Company | Various roles (exploration & development) | n/a | Multi‑disciplinary leadership |
| Chieftain International | Various roles | n/a | Exploration & development |
| Tana Oil and Gas Corporation | Various roles | n/a | Exploration & development |
| Exxon Company, U.S.A. | Various roles | n/a | Exploration & development |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Blue Bell Creameries, Inc. | Director | Current | Private company board service |
| GreenHunter Resources, Inc. | Director | 2012–Apr 2016 | Prior public company board service |
Board Governance
- Independence and tenure: The Board has determined Easley is independent under NYSE rules; director since June 2018.
- Attendance: In 2024, the Board met 5x; committees met Audit (7x), Compensation (3x), Governance/Nominating/ESG (3x). Each Board member attended at least 75% of applicable meetings. All 2025 nominees attended last year’s annual meeting.
- 2025 election support: Re‑elected on May 22, 2025 with 81,604,250 “For” vs. 302,950 “Withheld”; broker non‑votes 7,937,546.
- Committee memberships (current vs historical):
- Not listed among 2024 Audit Committee members (Kimble, Bromiley, Lasher).
- Not listed among 2024 Compensation Committee members (Lasher, Akradi, Pomerantz).
- Historical service on Audit Committee (e.g., 2021–2022) alongside Bromiley (Chair) and Lasher.
- Board structure: Separate Chair and CEO roles; non‑executive Chair oversees agendas, executive sessions, investor communications.
Fixed Compensation (Non‑Employee Director; 2024)
| Component | Amount | Notes |
|---|---|---|
| Board cash retainer (standard for directors) | $85,000 | Program schedule |
| Cash fees actually paid to Easley | $115,000 | Reported 2024 cash fees |
| Equity (fully vested stock; issued quarterly) | $175,000 | $43,750 per quarter on 4/1, 6/28, 9/30, 12/31/2024; shares based on closing price each date |
| Total 2024 director compensation (Easley) | $290,000 | Cash $115,000 + Stock $175,000 |
- Program fee schedule: Committee member fee $12,500; committee chair $25,000; Acquisition Committee chair/member $30,000; Executive Committee chair/member $75,000. Easley’s $115,000 cash exceeds the $85,000 base by $30,000 (consistent with one committee fee tier under the schedule).
Performance Compensation (Directors)
| Item | Detail |
|---|---|
| Performance-based cash/metrics | Not applicable to non‑employee directors; no performance metrics disclosed. |
| Equity design | Quarterly fully‑vested stock grants (not RSUs/PSUs); number of shares set by grant‑date closing price. |
Other Directorships & Interlocks
- Current other public company directorships: None disclosed.
- Compensation Committee interlocks: Company discloses no interlocks among Compensation Committee members; Easley is not on the Compensation Committee.
- Related‑party transactions: No transactions disclosed involving Easley; related‑person disclosure in 2024 references employment of the President’s spouse; no Easley item.
Expertise & Qualifications
- Technical expertise: Exploration and development; management of land, reservoir, drilling & completions teams; U.S. onshore acquisition/divestiture execution.
- Education: B.S., Geological Sciences, University of Texas at Austin.
- Industry experience: Decades in E&P across Exxon, Hunt, Chieftain, BOPCO; current SVP at CH4 Energy.
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (3/25/2025) | 53,378 shares | <1% of outstanding; 98,852,698 shares O/S |
| Unvested director equity (12/31/2024) | 0 shares | Non‑employee directors held no unvested shares; equity fully vested at grant |
| Stock options outstanding (directors) | 0 | No director stock options outstanding |
| Hedging/pledging | Prohibited under Insider Trading Policy (no pledging, short sales, options, or hedging instruments). | |
| Ownership guidelines (directors) | 4x annual cash retainer; 5‑year compliance window; post‑window 100% of after‑tax vested shares must be held if not compliant. |
Governance Assessment
-
Strengths
- Independent director with deep E&P operating and A&D experience; background aligns with NOG’s inorganic growth strategy.
- Strong shareholder support in 2025 election (≈99.6% of votes cast for his seat, excluding broker non‑votes).
- Board‑wide attendance threshold met; directors attended prior annual meeting; governance infrastructure includes separate Chair/CEO, committee charters, and clear risk oversight roles.
- No related‑party transactions involving Easley disclosed; Section 16 reports timely.
-
Watch items / potential signals
- 2024 committee rosters show Easley not on Audit or Compensation; his 2024 cash fees exceed the base retainer by $30,000, consistent with select committee fee tiers (e.g., Acquisition Committee), but the proxy’s narrative does not explicitly list his current committees; clarity on committee assignment could help assess influence and workload.
- Director equity is fully vested at grant (common practice), which reduces holding risk vs. RSUs with service vesting; offset by ownership guidelines (4x retainer) and anti‑hedging/pledging policy.
-
Broader shareholder sentiment
- Say‑on‑pay approval received substantial support in 2024 (≈84%) and in 2025 (73.3m For vs 8.3m Against). While director pay is separate, these votes reflect overall investor confidence in governance/compensation oversight.
Appendix: Board/Committee Reference
- 2024 Board/committee meetings: Board (5), Audit (7), Compensation (3), Governance/Nominating/ESG (3); each director ≥75% attendance.
- 2024 Audit Committee members: William Kimble; Lisa Bromiley; Stuart Lasher.
- 2024 Compensation Committee members: Stuart Lasher; Bahram Akradi; Jennifer Pomerantz.
- Historical Audit Committee membership including Easley (e.g., 2021–2022).
RED FLAGS
- None identified specific to Easley: no disclosed related‑party transactions, pledging/hedging, or attendance concerns. Continued transparency on current committee assignments would enhance assessment of board effectiveness and potential conflicts.