Robert M. Tichio
About Robert M. Tichio
Independent director of Permian Resources since October 2016; age 47. He chairs the Environmental, Social and Governance (ESG) Committee and serves on the Compensation Committee. Background includes CEO & Managing Partner of Fortescue Capital (launched Nov 2023), Partner at Riverstone (2006–2023), prior roles in Goldman Sachs’ Principal Investment Area and J.P. Morgan M&A. Education: MBA, Harvard; BA, Dartmouth. The Board has determined he is independent under NYSE rules. Tenure shown as 8 years in the company’s skills matrix.
Past Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| Fortescue Capital | Chief Executive Officer & Managing Partner | Nov 2023–Present | Green energy investment accelerator platform; co-launched Nov 2023 |
| Riverstone | Partner | 2006–2023 | Energy-focused private equity; board roles across portfolio companies |
| Goldman Sachs (PIA) | Principal Investment Area | Prior to Riverstone | Managed private corporate equity investments |
| J.P. Morgan | Analyst/Associate, Mergers & Acquisitions | Career start | Focus on public company combinations, A&D, defenses, LBOs |
External Roles
| Company | Role | Tenure/Status |
|---|---|---|
| Agriculture & Natural Solutions Acquisition Corporation | Director | Since 2023 |
| Tritium DCFC Limited | Chairman | Since 2022 |
| Pipestone Energy Corp. | Director | 2019–Oct 2023 (former) |
| Talos Energy Inc. | Director | 2012–Feb 2023 (former) |
| Solid Power, Inc. (f/k/a Decarbonization Plus Acquisition Corp III) | Director | 2021–May 2022 (former) |
| Hyzon Motors, Inc. (f/k/a Decarbonization Plus Acquisition Corp) | Director | 2020–July 2021 (former) |
Board Governance
- Committee assignments: Chair, ESG Committee; Member, Compensation Committee .
- Independence: Board determined he is independent under NYSE rules; Board has an independent Chair (Steven D. Gray) with separate CEO roles .
- Attendance and engagement: Board held 6 meetings in 2024; each director attended at least 75% of Board and applicable committee meetings; independent directors held 4 executive sessions in 2024 and each independent director attended; all then-serving directors attended the 2024 Annual Meeting .
- Committee activity levels in 2024: Audit (5), Compensation (4), Nominating & Corporate Governance (4), ESG (4) meetings .
- Shareholder engagement: management conducted ~215 investor meetings in 2024, meeting with 20 of top 30 holders (≈68% of shares) .
Fixed Compensation (Director)
| Item | Amount | Notes |
|---|---|---|
| Standard annual director equity award | $200,000 | Program level |
| Annual retainer (cash or equity) | $87,500 | Directors could elect equity in lieu of cash |
| ESG Committee Chair fee (equity) | $15,000 | Committee chair add-on |
| 2024 director compensation – Stock awards (actual) | $302,500 | Tichio elected 100% equity; cash $0 |
| Unvested restricted stock outstanding (12/31/2024) | 18,445 shares | Outstanding and unvested; no options shown |
All directors elected to receive 100% of their 2024 compensation in stock-based awards (restricted stock). The program permits cash/equity choices, but 2024 was entirely equity for all directors.
Performance Compensation
- No performance-based compensation is disclosed for non-employee directors; director equity is delivered as time-vested restricted stock (not PSUs). No director performance metrics are specified in the proxy for director pay.
Other Directorships & Interlocks
- Current public boards: Agriculture & Natural Solutions Acquisition Corporation; Tritium DCFC (Chairman). Former boards include Pipestone Energy, Talos Energy, Solid Power, Hyzon Motors. These span traditional and energy-transition sectors and broaden market/technology insights.
- Potential interlocks/conflicts to monitor:
- Riverstone affiliates own ~5.1% of PR Class A and had vendor/mineral revenue dealings with PR in 2024 (e.g., Streamline Innovations, a Riverstone affiliate, received ~$8.7m; Riverstone affiliates received ~$4.3m and ~$0.7m in mineral payments). Tichio left Riverstone in 2023; no personal related-party transaction for him is disclosed, but investors may view legacy ties alongside Riverstone’s ownership/vendor relationships as a perceived conflict risk. The Audit Committee reviews/approves related person transactions under a formal policy.
Expertise & Qualifications
- Capital markets and M&A expertise; broad energy and energy-transition experience; enhances ESG oversight and governance practices. MBA Harvard; BA Dartmouth. The board biography explicitly cites his capital markets/M&A background and perspective on ESG, governance, management, and capital markets transactions.
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (as of 4/2/2025) | 18,445 Class A shares (<1%) |
| Unvested restricted stock (12/31/2024) | 18,445 shares |
| Pledged/hedged shares | Company prohibits hedging and pledging for directors/officers; policy compliance indicated |
| Director ownership guideline | 7x annual cash retainer (directors) |
| Guideline compliance status | Company reports all officers and non-employee directors were in compliance or within the transition period as of 12/31/2024 |
Governance Assessment
-
Strengths
- Independent director; ESG Committee Chair and Compensation Committee member, positioning him at the center of sustainability oversight and pay governance.
- Strong alignment features: directors elected 100% equity in 2024; robust stock ownership guidelines (7x retainer); explicit anti-hedging/anti-pledging and clawback policies; declassified board; majority voting; independent Board Chair.
- Board/committee engagement evidenced by meeting cadence; minimum attendance threshold met by all directors; independent executive sessions held.
- Shareholder engagement and say-on-pay: ~215 meetings in 2024; 2024 say-on-pay passed with ~80% support, indicating general acceptance of compensation framework.
-
Watch items / potential red flags
- Related-party ecosystem: Riverstone affiliates are significant shareholders and had material transactions with PR in 2024 (vendor and mineral revenue); although Tichio departed Riverstone in 2023 and no personal related-party transaction is disclosed, the optics warrant ongoing monitoring by investors and the Audit Committee.
- Time commitment: multiple external roles across energy/transition sectors (including SPAC-linked entities) could raise workload concerns; however, company disclosures show at least 75% attendance and full participation in independent sessions.
Related person transactions are governed by a formal policy and reviewed by the Audit Committee; certain categories (e.g., director-only relationships with entities) are excluded from “material interest” by policy.
Notes on Director Compensation Structure (Context)
- Director program (2024): baseline $200k equity grant + $87.5k retainer (cash/equity) with chair premiums (Audit $22.5k; Compensation $20k; Nominating & Corporate Governance $15k; ESG $15k). All directors elected full equity in 2024; Tichio’s total $302.5k aligns with Director + Retainer + ESG Chair.
Board Effectiveness Signals
- ESG oversight formalized via dedicated committee led by Tichio; CFO designated as executive responsible for sustainability—elevating financial integration of ESG.
- Compensation governance: committee uses independent consultant; no tax gross-ups; double-trigger change-in-control; clawback policy; no executive employment agreements—shareholder-friendly posture.