William Kimble
NORTHERN OIL & GASAbout William Kimble
Independent director at Northern Oil and Gas (NOG) since July 2022; age 65. Former KPMG Office Managing Partner (Atlanta) and Managing Partner – Southeastern U.S. with senior global leadership roles; BS in Accounting and Business Administration from Southern Methodist University. Recognized by NOG as an audit committee financial expert; currently serves on NOG’s Audit Committee and has extensive public company board experience in energy and audit oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KPMG LLP | Office Managing Partner (Atlanta); Managing Partner – Southeastern U.S.; Global Chairman of Industrial Markets; Energy Sector Leader; Executive Director, Global Energy Institute | 1986–2015 | Moderated Audit Committee Institute and Audit Committee Chair Sessions; deep audit/governance expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Liberty Energy Inc. (NYSE: LBRT) | Non‑Executive Chairman; Audit Committee Chair; previously Lead Director | Board since 2018; Chair since Feb 2025 | Chair of Audit; board leadership; audit committee financial expert per company governance materials |
| DCP Midstream GP, LLC | Director; Audit Committee Chair; Special Committee member | 2015–Oct 2023 | Audit chair; special committee work in midstream sector |
| PRGX Global, Inc. | Director; Audit Committee Chair | 2015–2022 | Audit leadership |
Board Governance
- Independence: Board determined Kimble is independent under NYSE rules .
- Committee assignments: Audit Committee member; identified by NOG as an audit committee financial expert; served as Audit Committee Chair in 2024 (Audit Committee membership in 2025 includes Kimble) .
- Attendance: In 2024, Board held 5 meetings; Audit 7; Compensation 3; Governance 3; each director attended ≥75% of meetings of the Board and committees on which they served. Directors attended the prior year’s annual meeting; NOG encourages attendance .
- Say‑on‑Pay outcomes: 2025 advisory vote received ~84% support; 2024 advisory vote ~98% support for 2023 compensation (vote counts in 8‑K confirm strong approval) .
Fixed Compensation (Director)
| Component | 2023 Program ($) | 2024 Program ($) | Notes |
|---|---|---|---|
| Annual Board Cash Retainer (non‑exec chair vs. director) | 180,000 (Chair); 85,000 (Director) | 190,000 (Chair); 85,000 (Director) | Chair receives no additional committee fees |
| Equity (fully vested shares, quarterly) | Chair: 540,000; Director: 150,000 | Chair: 560,000; Director: 175,000 | Issued quarterly on specified dates; fully vested |
| Committee Fees (cash) | Audit Chair 25,000; Audit Member 12,500; Comp Chair 20,000; Comp Member 7,500; Gov Chair 15,000; Gov Member 5,000; Acquisition 30,000; Executive 50,000 | Audit Chair 25,000; Audit Member 12,500; Comp Chair 25,000; Comp Member 12,500; Gov Chair 25,000; Gov Member 12,500; Acquisition 30,000; Executive 75,000 | Standard schedule |
| Director | 2023 Cash ($) | 2023 Stock ($) | 2023 Total ($) | 2024 Cash ($) | 2024 Stock ($) | 2024 Total ($) |
|---|---|---|---|---|---|---|
| William Kimble | 110,000 | 150,000 | 260,000 | 110,000 | 175,000 | 285,000 |
- Equity grant cadence and values: Quarterly grants; in 2024, directors other than Chair received $43,750 per quarter (Apr 1, Jun 28, Sep 30, Dec 31). One‑time additional $75,000 stock awards were given to Lasher and Pomerantz only (Jan 16, 2024); none to Kimble .
- Director compensation oversight: Willis Towers Watson advises the Compensation Committee on non‑employee director compensation .
Performance Compensation (Director)
| Item | Status | Evidence |
|---|---|---|
| Performance‑tied metrics (TSR/ROCE/ESG) | None for directors; director equity is fully vested upon grant with no performance conditions | Quarterly fully vested stock grants; no options or PRSUs for directors |
Other Directorships & Interlocks
- Energy sector interlocks: Concurrent service at Liberty Energy (oilfield services completions) and prior DCP Midstream (midstream gas). No disclosed related‑party transactions at NOG involving Kimble; NOG’s related person transaction policy requires Audit Committee review and recusals for any interested directors .
- Compensation Committee interlocks: NOG discloses none for any Compensation Committee members (eliminating typical interlock risks) .
Expertise & Qualifications
- Audit expertise: Designated audit committee financial expert; decades of audit leadership at KPMG and experience chairing audit committees at multiple public companies .
- Industry knowledge: Extensive energy sector leadership at KPMG; external roles across energy services and midstream; strategic governance and risk oversight skills .
Equity Ownership
| Date | Shares Beneficially Owned | % of Outstanding | Source |
|---|---|---|---|
| Mar 25, 2024 | 6,278 | <1% | |
| Mar 25, 2025 | 10,971 | <1% |
- Ownership guidelines: Directors must hold ≥4x annual cash retainer; compliance expected within five years; if not compliant, must hold 100% of after‑tax vested shares until met .
- Hedging/pledging: Prohibited (no margin purchases, pledging, short‑selling, options or hedging transactions) .
- Section 16 compliance: All officer/director filings timely in 2024 .
Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Shares Transacted | Post‑Txn Ownership | SEC Link |
|---|---|---|---|---|---|
| 2023‑01‑04 | 2022‑12‑30 | A (Award) | 1,095 | 2,005 | |
| 2023‑04‑04 | 2023‑03‑31 | A (Award) | 1,236 | 3,241 | |
| 2023‑07‑05 | 2023‑06‑30 | A (Award) | 1,093 | 4,334 | |
| 2023‑10‑03 | 2023‑09‑29 | A (Award) | 932 | 5,266 | |
| 2024‑01‑03 | 2023‑12‑29 | A (Award) | 1,012 | 6,278 | |
| 2025‑07‑02 | 2025‑06‑30 | A (Award) | 1,543 | 13,961 | |
| 2025‑10‑02 | 2025‑09‑30 | A (Award) | 1,764 | 15,725 |
- Pattern: Quarterly fully vested director stock awards consistent with NOG’s non‑employee director program .
Fixed Compensation (Structure & Signals)
- Mix and trends: Kimble’s total director pay rose from $260k in 2023 to $285k in 2024, driven by higher equity ($150k → $175k) while cash remained flat at $110k; aligns with NOG’s practice to emphasize equity alignment via fully vested shares .
- Committee fees: As Audit Committee Chair in 2024, eligible for $25k chair fee under standard schedule; overall cash includes retainer plus committee fees per program .
Performance Compensation (Metrics Table — Directors)
| Metric | Applies to Directors? | Evidence |
|---|---|---|
| TSR/ROCE/ESG targets | No | Director equity is fully vested quarterly; no performance‑vesting or options for directors |
Governance Assessment
- Strengths: Independent director with deep audit expertise; designated audit committee financial expert; chairs/serves on Audit at NOG and other energy boards; consistent meeting attendance; strong alignment policies (ownership guidelines; hedging/pledging prohibited) .
- Shareholder alignment: Director compensation emphasizes equity; fully vested quarterly shares; Say‑on‑Pay support strong (84% in 2025; 98% in 2024 for 2023 comp), suggesting investor confidence in pay/governance .
- Potential conflicts: External energy directorships (Liberty Energy; previously DCP Midstream) create industry interlocks but no NOG related‑party transactions disclosed involving Kimble; NOG policy mandates Audit Committee review and recusals for related‑person transactions .
- RED FLAGS: None disclosed relating to attendance shortfalls, hedging/pledging, option repricing, loans, or related‑party transactions tied to Kimble. Compensation Committee interlocks explicitly absent .
Committee & Attendance Details
| 2024 Meetings | Count | Attendance Disclosure |
|---|---|---|
| Board | 5 | All directors ≥75% |
| Audit | 7 | All directors ≥75%; Audit Committee includes Kimble |
| Compensation | 3 | All directors ≥75% |
| Governance, Nominating & ESG | 3 | All directors ≥75% |
Notes on Program Oversight
- Director equity granted quarterly on specific dates; documented amounts per quarter; no unvested shares for non‑employee directors at year‑end 2024, emphasizing transparent and simple alignment structure .
- Compensation consultant WTW engaged to advise on executive and director compensation; committee concluded no conflicts of interest .