Maire A. Baldwin
About Maire A. Baldwin
Independent director at Permian Resources (PR), age 59, serving since October 2016. She chairs the Compensation Committee and sits on the Audit Committee. Prior to PR, she was Advisor to EOG Resources (2015–2016) and Vice President, Investor Relations at EOG (1996–2014). She holds an MBA and a BA in Economics from the University of Texas at Austin .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| EOG Resources, Inc. | Advisor | Mar 2015 – Apr 2016 | — |
| EOG Resources, Inc. | Vice President, Investor Relations | 1996 – 2014 | — |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Houston Parks Board | Director | Since 2011 | Serves on several committees |
| The Rothko Chapel | Board member | Since 2021 | Serves on several board committees |
| Pursuit (non-profit) | Co-founder | N/A | Focused on adults with intellectual and developmental disabilities |
Board Governance
- Independence: The Board has determined Baldwin is independent under NYSE rules; she also meets Audit Committee independence requirements under SEC Rule 10A-3 .
- Committee roles (2024): Compensation Committee Chair; Audit Committee member (Audit Chair: Jeffrey H. Tepper). Committees held 2024 meetings: Audit (5), Compensation (4), Nominating (4), ESG (4) .
- Attendance: In 2024 the Board held 6 meetings; each director attended at least 75% of Board and committee meetings. All directors attended the 2024 Annual Meeting. Independent directors met in executive session four times in 2024 .
- Majority vote standard and resignation policy apply in uncontested elections, supporting accountability .
| Committee | Role | Members (relevant) | 2024 Meetings |
|---|---|---|---|
| Compensation | Chair | Baldwin; Steven D. Gray; Aron Marquez; Robert M. Tichio | 4 |
| Audit | Member | Baldwin; Frost W. Cochran; Karan E. Eves; Chair: Jeffrey H. Tepper | 5 |
Additional governance controls affecting directors:
- Stock ownership guidelines: Non-employee directors must hold 7x annual cash retainer; as of Dec 31, 2024 all officers and directors were compliant or within the transition period .
- Anti-hedging and non-pledging policy covers directors; the company states covered individuals are in compliance .
- Clawback policy (Oct 2023) requires recoupment of excess incentive-based awards upon certain restatements (3-year lookback, pre-tax) .
Fixed Compensation
- Program structure (Board-approved): Directors receive an annual equity award plus a cash/equity retainer; leadership roles receive equity adders. Directors may elect to take 100% of compensation in stock; in 2024 all directors did so .
| Role | Equity Awards ($) | Cash/Equity Retainer ($) |
|---|---|---|
| Director | 200,000 | 87,500 |
| Chair of Compensation Committee | 20,000 | — |
- 2024 Actuals for Baldwin: Cash $0; Stock awards $307,500; Total $307,500 (reflecting Director equity $200,000 + Retainer $87,500 + Comp Chair $20,000, all elected in stock) .
| 2024 Component | Amount ($) |
|---|---|
| Fees Earned in Cash | 0 |
| Stock Awards (ASC 718 grant-date fair value) | 307,500 |
| Total | 307,500 |
Notes: Amounts reflect aggregate grant-date fair value of restricted stock under ASC 718; directors could elect stock in lieu of cash; all did for 2024 .
Performance Compensation
- Director equity for 2024 consisted of restricted stock (time-based); the program does not apply performance metrics to director pay. All directors elected stock-based compensation; no director-specific performance targets apply .
| Performance Metrics Tied to Director Pay | Status |
|---|---|
| Performance conditions (e.g., TSR, EBITDA, ESG) | None; director awards are restricted stock (time-based) |
Other Directorships & Interlocks
- Public company directorships: None disclosed for Baldwin outside PR .
- Compensation Committee interlocks: None; no officer or employee served on the Compensation Committee in 2024, and no interlocking relationships disclosed .
| Category | Detail |
|---|---|
| Other current public boards | None disclosed |
| Compensation Committee interlocks (2024) | None |
Expertise & Qualifications
- Skills matrix indicates expertise in Accounting/Financial Oversight, Executive Leadership, Investor Relations, Public Company Board service, and Strategic Planning/Risk Management. Age 59; tenure ~8 years as of 2024 .
Equity Ownership
| Measure | Amount |
|---|---|
| Beneficial ownership (Class A) | 265,246 shares; <1% of Class A outstanding |
| Unvested restricted stock (as of 12/31/2024) | 18,750 shares |
| Total outstanding stock awards (incl. unvested) | 265,246 shares |
| Ownership guidelines | 7x annual cash retainer for non-employee directors |
| Compliance with guidelines (as of 12/31/2024) | In compliance (or within transition period) |
| Hedging/Pledging | Prohibited by policy; company states compliance |
Related-Party Exposure and Conflicts
- Oversight: As an Audit Committee member, Baldwin participates in prior approval/review of related-person transactions under the Company’s policy .
- 2024 transactions: The proxy discloses related-person transactions involving significant shareholders and certain directors (e.g., affiliates of EnCap, Riverstone; director Aron Marquez; director Frost Cochran); no Item 404 transactions are disclosed as involving Baldwin .
Governance Assessment
-
Positives
- Independent director with capital markets and investor relations depth; chairs Compensation and serves on Audit, aligning skills with oversight responsibilities .
- Strong alignment: elected to receive 100% of director compensation in equity; meaningful ownership and compliance with 7x retainer ownership guideline; hedging/pledging prohibited .
- Board practices: majority voting with resignation policy, executive sessions of independents, and active committee oversight with defined risk mandates .
- Compensation governance: Compensation Committee empowered to retain independent consultants; “independent compensation consultant” highlighted in governance practices .
-
Watch items
- Company-level related-party transactions with significant holders and two directors (not Baldwin) require continued rigorous Audit Committee oversight for arm’s-length terms .
- Attendance disclosure is at the 75% threshold for all directors; individual attendance percentages are not provided, though all directors met the ≥75% requirement and attended the 2024 Annual Meeting .