Richard Frommer
About Richard N. Frommer
Richard N. Frommer, age 72, was elected as an independent director of Prairie Operating Co. (PROP) on November 21, 2024, after serving on the Company’s Advisory Board for the prior year . He is a Wyoming Certified Professional Geologist with a B.A. in Earth Sciences from SUNY Oneonta and advanced oil and gas management coursework at Southern Methodist University, bringing more than 40 years of oil and gas leadership experience, including CEO roles and Rockies-focused operational expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Great Western Petroleum | President & CEO | Feb 2013 – Sep 2021 | Led and monetized significant oil and gas platforms; deep DJ Basin and Colorado regulatory expertise |
| Samson Resources Company | SVP, Rocky Mountain Division | May 2002 – Nov 2012 | Managed Rockies operations through KKR-led sale period |
| HS Resources Inc. | New Ventures Manager | ~1998 – ~2002 (four years prior to Samson role) | Drove entry into new plays in CO, WY, LA |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Prairie Operating Co. | Advisory Board Member | ~2023 – Nov 2024 | Advisory Board service prior to Board election |
| Colorado Oil & Gas Association (COGA) | Chairman (trade association leadership) | Not disclosed | Played a pivotal role shaping Colorado’s regulatory framework; industry advocacy and innovation |
Board Governance
- Independence: The Board affirmed Frommer as independent under Nasdaq listing standards and SEC rules; four of seven directors are independent (Abbas, Frommer, Gray, Lee, Thoresen) .
- Committee memberships:
- Audit Committee: Member; committee composed solely of independent directors; Chair is Erik Thoresen; all members financially literate; Thoresen is “audit committee financial expert” .
- Compensation Committee: Member; Chair is Stephen Lee .
- Nominating & Governance Committee: Not a member; Chair is Gizman I. Abbas .
- Attendance and engagement: In 2024, the Board held 6 meetings; no director attended fewer than 94% of Board and committee meetings for which they served. Audit met 4 times, Compensation 5, Nominating & Governance 3 .
- Executive sessions: Independent directors meet in executive session following each regular Board meeting .
- Board leadership: Chairman and CEO roles combined (Edward Kovalik); the Corporate Governance Guidelines permit designation of a Lead Independent Director when the chair is not independent (not disclosed if designated) .
Fixed Compensation
| Component | Amount | Details |
|---|---|---|
| Annual cash retainer (non-employee directors) | $150,000 | Prorated for days of service; Frommer joined Nov 21, 2024 . |
| One-time cash payment (Dec 2024) | $50,000 | Paid to Abbas, Lee, Gray, Thoresen for extraordinary effort; not disclosed for Frommer . |
| Frommer: Cash fees (2024) | $10,870 | Prorated for service start Nov 21, 2024 . |
Performance Compensation
| Equity Award | Grant | Fair Value | Vesting | Key Terms |
|---|---|---|---|---|
| RSUs (standard non-employee director grant) | June 2024 | $100,000 | Vest June 5, 2025 | 7,614 RSUs per director; 60% settle in stock; 40% settle in stock or cash equal to FMV . |
| Frommer: RSU stock awards (2024) | Pre-election advisory RSUs | $100,000 | Not disclosed | Frommer’s reported 2024 stock awards were granted as Advisory Board member prior to Board election . |
- Performance metrics: No performance-conditional PSUs or option awards disclosed for directors; RSUs are time-based (no TSR/EBITDA targets) .
- Options: None disclosed for directors .
Other Directorships & Interlocks
| Company/Entity | Role | Interlock/Conflict Considerations |
|---|---|---|
| Public company boards | None disclosed | No current public company directorships disclosed for Frommer . |
| Industry associations | COGA leadership | Regulatory engagement in Colorado; not a related-party transaction . |
Expertise & Qualifications
- Technical: Certified Professional Geologist (Wyoming); Earth Sciences academic background .
- Industry depth: 40+ years across DJ Basin, Rockies, Gulf Coast, Canada; built and monetized multiple billion-dollar oil & gas companies .
- Governance breadth: Financial literacy affirmed at committee level; active roles on Audit and Compensation Committees .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| Richard N. Frommer | 7,898 | <1% | As of April 8, 2025; 42,942,127 shares outstanding . |
- Pledging/hedging: No pledging or hedging disclosed for Frommer .
- Ownership guidelines: Corporate Governance Guidelines referenced; specific director stock ownership multiple not disclosed .
Governance Assessment
- Board effectiveness and independence: Frommer strengthens independent oversight on Audit and Compensation Committees; the Audit Committee is fully independent and financially literate, with a designated financial expert . Independence determination for Frommer is explicit .
- Attendance and engagement: High Board/committee attendance in 2024 (>94%) indicates strong engagement norms; Frommer joined late-year, with prorated compensation reflecting onboarding .
- Compensation alignment: Director pay is a mix of cash retainer and time-based RSUs; lack of performance-conditioned equity reduces pay-for-performance sensitivity for directors but aligns with standard director pay practice; Frommer’s 2024 stock award derived from Advisory Board service (pre-election), a nuance to note for alignment analysis .
- Related-party and conflicts oversight: Audit Committee reviews and pre-approves related-party transactions; notable ORRI interests are held by management and a former director (not Frommer), with quarterly drilling programs approved by an independent committee to mitigate conflicts .
- Leadership structure consideration: Combined Chair/CEO may reduce independent board leadership; guidelines contemplate Lead Independent Director when chair is not independent, though designation is not disclosed .
Red Flags and Risk Indicators
- Combined Chair/CEO without disclosed Lead Independent Director designation may be viewed as a governance weakness by some investors .
- Director equity is time-based RSUs without performance conditions for directors, reducing explicit pay-for-performance linkage .
- Management-related ORRI interests necessitate ongoing conflict mitigation (independent committee approval of drilling programs); not tied to Frommer but relevant to board-level oversight .
Signals supportive of investor confidence
- Explicit independence confirmation and committee financial literacy; robust Audit Committee remit includes related-party review and auditor oversight .
- High attendance and active committee cadence in 2024; structured governance guidelines in place .
- Transparent disclosure of director compensation and RSU terms; standard indemnification agreement for directors .