Steven D. Gray
About Steven D. Gray
Independent Board Chair at Permian Resources (PR). Age 65; director since September 2022; independent under NYSE rules and serving as independent Board Chair since 2023. Co‑founder and former CEO of RSP Permian (merged into Concho in 2018); prior director at Concho (until its sale to ConocoPhillips in 2021) and Range Resources (service ended October 2024). B.S. in Petroleum Engineering, Texas Tech University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| RSP Permian Inc. | Co‑founder, Director & CEO | 2010–2018 | Built and led E&P platform; sold to Concho in 2018 |
| Concho Resources | Director | 2018–2021 | Served through sale to ConocoPhillips in 2021 |
| Range Resources Corporation | Director | –Oct 2024 | Public E&P board service concluded Oct 2024 |
External Roles
| Organization | Role | Status/Timing | Notes |
|---|---|---|---|
| Infinity Natural Resources, Inc. | Chairman of the Board | Current | Energy company board leadership |
| Texas Tech Foundation | Advisory Board | Current | University governance/advocacy roles |
| Texas Tech College of Engineering | Dean’s Advisory Council | Current | Engineering oversight advisory |
| George W. Bush Presidential Center | Executive Advisory Council | Current | External policy/leadership council |
Board Governance
- Independence and leadership: Board determined Gray is independent; roles of Chair and Co‑CEOs are separated with Gray as independent Board Chair since 2023, serving as liaison between management and the Board .
- Committee assignments: Compensation Committee member; Nominating & Corporate Governance Committee Chair .
- Attendance and engagement: In 2024, the Board met 6 times; each director attended at least 75% of applicable Board/committee meetings. Independent directors held 4 executive sessions in 2024 and each independent director attended all such sessions; all directors attended the 2024 Annual Meeting .
- Committee activity in 2024 (meeting counts): Audit (5), Compensation (4), Nominating & Corporate Governance (4), ESG (4) .
- Risk oversight focal points (by committee): Compensation (incentive risk, retention), Nominating/Governance (governance processes, independence, succession), Audit (financial reporting, controls, related‑party transactions, cybersecurity), ESG (ESG policies, philanthropy) .
Fixed Compensation
| Component (Director Program) | Amount (USD) | Notes |
|---|---|---|
| Director annual equity award | $200,000 | Paid in restricted stock |
| Annual cash/equity retainer | $87,500 | Directors may elect stock; all elected 100% stock for 2024 |
| Independent Board Chair premium | $155,000 | Equity; applies to Gray as Board Chair |
| Nominating & Corporate Governance Chair premium | $15,000 | Equity; applies to Gray as N&CG Chair |
2024 actual compensation (Steven D. Gray):
| 2024 Director Compensation | Amount (USD) |
|---|---|
| Fees earned in cash | $0 (all stock) |
| Stock awards (restricted stock) | $457,500 |
| Total | $457,500 |
The program structure and Gray’s 2024 total align: $200,000 (director equity) + $87,500 (retainer in stock) + $155,000 (Board Chair) + $15,000 (N&CG Chair) = $457,500 .
Performance Compensation
PR uses performance metrics for executives (not directors). Key 2024 AIP scorecard and outcomes:
| Metric | Goal/Target | 2024 Result | Assessment |
|---|---|---|---|
| All‑in Rate of Return | Set threshold using 2/14/2024 strip | Exceeded goal | Exceeded |
| Free Cash Flow per Share | $1.50 | $1.64 | Exceeded |
| (LOE + Cash G&A) per Boe | $6.75 | $6.38 | Exceeded |
| Flaring % | 2.0% | 1.0% | Outperformed |
| Oil spills % | 0.0038% | 0.002% | Outperformed |
| Water spills % | 0.0045% | 0.002% | Outperformed |
| TRIR | 0.65 | 0.57 | Outperformed |
| Strategic/Discretionary | Defined qualitative/quantitative goals | Exceeded (see narrative) | Exceeded |
2025 AIP metrics/weights (context): Returns 20%, FCF/share 20%, Cost structure 15%, ESG 10% combined, Strategic/Discretionary 35% .
Other Directorships & Interlocks
| Company | Public/Private | Role | Tenure | Notes |
|---|---|---|---|---|
| Permian Resources (PR) | Public | Independent Board Chair; Comp Comm member; N&CG Chair | 2022–present | Independent under NYSE rules |
| Range Resources | Public | Director | –Oct 2024 | Ended Oct 2024 |
| Concho Resources | Public (until acquired) | Director | 2018–2021 | Service ended at ConocoPhillips acquisition |
| Infinity Natural Resources | Likely private | Chairman | Current | Active chair role |
- Compensation Committee interlocks: None during 2024; no officers served on PR’s Compensation Committee, and no PR executives served on other companies’ boards/compensation committees that had executives serving on PR’s Board/Comp Committee .
- Related‑party transactions: The proxy highlights relationships with funds affiliated with NGP, Pearl, Riverstone, and EnCap; no related‑party transactions are disclosed involving Mr. Gray personally. Audit Committee pre‑approves and oversees related‑party transactions under policy .
Expertise & Qualifications
- Executive leadership and public company board experience; extensive upstream E&P operating and M&A background; capital markets and strategy. BS Petroleum Engineering, Texas Tech; multiple advisory/board roles tied to energy and engineering education .
- Board leadership effectiveness: As independent Chair, provides oversight and separation from management; leads independent sessions; participates in succession planning via N&CG Committee .
Equity Ownership
| Item | Amount | As-of |
|---|---|---|
| Class A shares beneficially owned (Steven D. Gray) | 196,616 | April 2, 2025 |
| Unvested restricted stock (director grants) | 27,896 | December 31, 2024 |
| Ownership as % of outstanding | <1% (denoted “*”) | April 2, 2025 |
Alignment policies:
- Stock ownership guidelines: Non‑employee directors must hold stock equal to 7x annual cash retainer; 5‑year compliance window; as of Dec 31, 2024, all officers and non‑employee directors were compliant or within the transition period .
- Hedging/pledging: Prohibited for directors/officers/employees; covered under Insider Trading Policy .
Governance Assessment
-
Positives
- Independent Board Chair with deep shale/E&P operating pedigree; clear separation of chair/CEO roles and robust independent director executive sessions support oversight quality .
- Strong committee leadership: Gray chairs Nominating & Corporate Governance and sits on Compensation Committee, positioning him to influence board refreshment, independence monitoring, succession, and pay governance .
- Director pay 100% stock (no cash) in 2024; substantial Board Chair and committee chair equity retainers align director pay with shareholder returns. Ownership guidelines at 7x retainer are stringent vs peers; hedging/pledging prohibited .
- Company’s pay design shows robust performance linkage (AIP operational/ESG/financial metrics) and peer-relative/absolute TSR PSUs for executives; say‑on‑pay received ~80% support in 2024, suggesting acceptable investor alignment while leaving room for improvement .
-
Watch items / potential conflicts
- External chairmanship at Infinity Natural Resources and recent service at Range Resources increase network breadth; no related‑party transactions disclosed with PR, but continued monitoring for any counterparty overlaps is prudent .
- Concentration of influence risk: Independent Board Chair and Compensation Committee membership can centralize governance influence; mitigated by multiple independent committee chairs and majority‑independent board (7 of 11) .
-
Processes and controls
- Related‑party transaction policy with Audit Committee oversight; non‑hedging/non‑pledging; director independence determinations; annual board/committee self‑evaluations and shareholder engagement program (~215 investor meetings in 2024) support governance quality and feedback loops .