Frost W. Cochran

About Frost W. Cochran

Frost W. Cochran (age 60) is an independent director of Permian Resources (PR) since November 2023 and serves on the Audit Committee and the Environmental, Social and Governance (ESG) Committee. He is Managing Director and founding partner of Post Oak Energy Capital (since 2006) and previously held leadership roles at Belden & Blake (President), Signal Hill Power (Co‑founder/President), Torch Energy (Managing Director), Energy Asset Management (Managing Director/Partner), Enron Development (VP), Destec Energy (Project Finance Manager), and Kemper Securities Group. He holds an MBA from the University of Texas at Austin and a BBA from the University of Mississippi .

Past Roles

External Roles

Board Governance

• Independence and leadership: PR’s Board determined Mr. Cochran is independent under NYSE rules, including for Audit Committee membership; Audit Committee includes Cochran, Tepper (Chair), Baldwin, and Eves; ESG Committee includes Cochran, Anderson, Marquez, and Tichio (Chair) .
• Committees and activity levels (2024 meetings): Audit (5), Compensation (4), Nominating & Governance (4), ESG (4) .
• Attendance and engagement: The Board held 6 meetings in 2024 and each director attended at least 75% of Board and committee meetings on which they served; independent directors met in executive session four times with full attendance; all directors attended the 2024 Annual Meeting .
• Board structure: Declassified board (annual elections), majority vote standard in uncontested elections, independent Board Chair (Steven Gray), separation of Chair and CEO roles .
• 2025 election outcome for Cochran: For 638,435,248; Against 1,668,728; Abstain 619,557; Broker Non‑Votes 60,109,910 .

Fixed Compensation

• Director pay framework (non-employee, non-affiliated): Annual equity award $200,000; cash/equity retainer $87,500; additional equity for leadership roles: Independent Board Chair $155,000; Audit Chair $22,500; Compensation Chair $20,000; Nominating Chair $15,000; ESG Chair $15,000. In 2024 all directors elected to receive 100% of compensation in stock, but PR’s program allows cash or equity for retainer .

• 2024 compensation for Mr. Cochran: $0 (no cash fees or stock awards) due to his affiliation with Post Oak; same treatment applies to William J. Quinn (Pearl) .

Performance Compensation

• Non-employee director awards at PR are time-based restricted stock; there are no director-specific performance metrics or PSU structures for directors. In 2024, all directors elected to take 100% of their compensation in stock; however, Cochran received no director compensation due to affiliation (see above) .

Other Directorships & Interlocks

Expertise & Qualifications

• Skills matrix indicates strengths in: Accounting/Financial Oversight; Business Development/M&A; Executive Leadership; Finance/Capital Markets; Marketing/Midstream; Public Company Board; Strategic Planning/Risk Management .

Equity Ownership

• Beneficial ownership: Mr. Cochran is listed among directors in the beneficial ownership table as of April 2, 2025; no individual Class A or Class C holdings are shown for him in the table snapshot provided (other directors have amounts listed) .
• Stock ownership guidelines: Non-employee directors must hold PR stock equal to 7x the annual cash retainer; unvested awards do not count; five-year compliance period; as of Dec. 31, 2024, all officers and non-employee directors were either in compliance or within the transition period .
• Hedging/pledging: PR prohibits hedging and pledging by directors, officers, employees, and covered third parties; to PR’s knowledge, covered individuals are in compliance .
• Anti-hedging/non-pledging and clawback are part of governance highlights .

Governance Assessment

• Strengths

  • Independent director with deep investing and capital markets experience; serves on Audit and ESG, enhancing financial oversight and sustainability governance .
  • Board structure best practices (declassified board, majority voting, independent Chair, separated Chair/CEO); strong engagement and attendance (≥75% per director; full attendance at independent sessions; all directors attended 2024 Annual Meeting) support board effectiveness .
  • Shareholder support: 2025 Say‑on‑Pay passed (For 613,236,617; Against 15,546,354; Abstain 11,940,563) and his 2025 director election received strong “For” votes (638,435,248 For) . 2024 Say‑on‑Pay received ~80% support, with outreach cited .

• Potential conflicts and mitigants

  • Related‑party exposure: an entity affiliated with Mr. Cochran (UpCurve Energy Partners, LLC) received ≈$0.9 million of net revenue payments in 2024 as a mineral owner on PR‑operated properties (RED FLAG to monitor). The Audit Committee (on which he serves) reviews related‑person transactions under PR’s policy; standard practice would be recusal for conflicts .
  • Affiliation with Post Oak: He receives no PR director compensation due to this affiliation, reducing cash/equity alignment via board pay but avoiding direct compensation conflicts .
  • Hedging/pledging prohibitions and ownership guidelines (7x retainer, 5‑year window) mitigate alignment/hedging risks; company states covered individuals comply .

• Compensation committee interlocks

  • No officer served on the Compensation Committee in 2024 and no interlocks/insider participation were reported (good governance) .

Say‑on‑Pay & Shareholder Feedback