Tiffany (TJ) Thom Cepak
PATTERSON UTI ENERGYAbout Tiffany (TJ) Thom Cepak
Independent director of Patterson‑UTI Energy since August 2014; age 52. Background spans 25+ years across engineering and finance, including CFO and reservoir engineering roles; B.S. in Engineering (University of Illinois) and MBA in Management with a finance concentration (Tulane University). Designated “audit committee financial expert” under SEC rules; recognized among Oil and Gas Investor’s 25 Influential Women in Energy (2018) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Energy XXI Gulf Coast, Inc. | Chief Financial Officer | Aug 2017 – Oct 2018 | Led public company finance in upstream E&P |
| KLR Energy / Rosehill Resources Inc. | Chief Financial Officer | Jan 2015 – Jun 2017 | Public company CFO post‑business combination |
| EPL Oil & Gas, Inc. | CFO; EVP; earlier IR/Treasurer/Reserves roles | Various through Jun 2014 | CFO 4 years; EVP appointed Jan 2014; IR/Treasurer progression since 2006; investor relations and capital markets leadership |
| Yates Petroleum Corporation | Director (private company) | Oct 2015 – Oct 2016 | Board service at private upstream E&P |
| Exxon Production Company / ExxonMobil | Senior Reservoir Engineer | Prior to EPL | Operations, reservoir and completion engineering for offshore GOM properties |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| California Resources Corporation (CRC) | Director; Chair of Board | Director since Oct 2020; Chair since Apr 2021 | Upstream E&P; chair role signals governance leadership |
| Baytex Energy Corp. | Director | Since Jun 2023 | Upstream E&P; acquired Ranger Oil (where she previously served) |
| EnLink Midstream, LLC | Director | Dec 2021 – Jan 2025 | Service ended upon acquisition by ONEOK |
| Ranger Oil Corporation | Director | Sep 2019 – 2023 | Term ended upon acquisition by Baytex |
Board Governance
- Committees: Audit Committee Chair; Compensation Committee member. Audit Committee met five times in 2024; Compensation Committee met eight times .
- Financial expert: Board determined Ms. Cepak is an “audit committee financial expert” under SEC rules; signed Audit Committee Report, evidencing active oversight of financial reporting and controls .
- Independence and attendance: Board determined she is independent under Nasdaq standards; Board met nine times in 2024, and each then‑serving director attended at least 75% of aggregate Board and committee meetings; most directors attended the 2024 annual meeting .
- Governance balance post‑NexTier merger: Board Governance Policy requires balanced committee representation between legacy Patterson‑UTI and NexTier designees through Sep 1, 2025; Ms. Cepak is listed as a Patterson‑UTI designee .
- Board leadership: Independent Chair; independent directors meet regularly in executive session .
- Risk oversight: Audit Committee covers financial reporting, internal controls and cybersecurity; Compensation Committee oversees pay risk, KPIs and CD&A; Nominating & Governance oversees board performance and succession; Sustainability Committee covers HSE, human capital and climate‑related risks .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual base cash retainer | $100,000 | Standard for non‑employee directors |
| Audit Committee Chair fee | $25,000 | Chair retainer |
| Compensation Committee member fee | $10,000 | Member retainer |
| Total cash fees (2024) | $135,000 | Matches Director Compensation table |
Performance Compensation
| Equity Award | Grant Date | RSUs Granted | Grant Date Value | Unit Valuation |
|---|---|---|---|---|
| Annual RSU grant | Jan 1, 2024 | 16,203 | $174,992 | $10.80 per RSU |
Patterson‑UTI does not grant options to directors as part of annual compensation; no options issued to directors in 2024 .
Performance metrics used in executive incentive programs (context for Compensation Committee oversight):
| Metric | Weight | Target | Actual | Achievement | Weighted Contribution |
|---|---|---|---|---|---|
| Operating Cash Flow ($mm) | 60% | 583.0 | 568.1 | 97% | 56% |
| Adjusted EBITDA ($mm) | 20% | 1,488.5 | 1,205.7 | 53% | 11% |
| Health, Safety & Environmental | 10% | Committee‑assessed | — | 200% | 20% |
| Strategy | 10% | Committee‑assessed | — | 200% | 20% |
| Total payout vs target | 100% | — | — | — | 107% |
Additional pay governance signals:
- Director stock ownership guideline: 5x annual base cash retainer; all persons subject to the policy were in compliance as of the proxy date .
- Clawback: Nasdaq‑compliant policy for executive incentive compensation recovery; anti‑hedging and anti‑pledging policies in place (with a legacy waiver applicable only to another director) .
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlock Considerations |
|---|---|---|---|
| California Resources Corporation | Upstream E&P | Chair; Director | Same industry ecosystem; no related party transactions disclosed with PTEN |
| Baytex Energy Corp. | Upstream E&P | Director | Same ecosystem; no conflicts disclosed |
| EnLink Midstream, LLC | Midstream | Former Director | Service ended Jan 2025; no conflicts disclosed |
| Ranger Oil Corporation | Upstream E&P | Former Director | Service ended 2023; no conflicts disclosed |
Expertise & Qualifications
- Finance and public company reporting; corporate finance/capital markets; governance; risk oversight; industry operations experience .
- SEC “audit committee financial expert”; prior CFO of multiple public E&Ps; engineering foundation in reservoir/completion .
- Global and technology exposure consistent with PTEN skills matrix; independent under Nasdaq standards .
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership | 133,284 shares; less than 1% of class (385,978,013 shares outstanding) |
| Options | 10,000 options exercisable; no unexercisable options outstanding |
| Unvested RSUs (not counted in beneficial ownership) | 21,186 unvested RSUs |
| Ownership guideline compliance | All covered directors were in compliance as of the proxy date |
| Hedging/Pledging | Hedging prohibited; pledging prohibited with no waiver disclosed for Ms. Cepak |
Governance Assessment
- Strengths: Long‑tenured independent director with deep E&P finance and engineering experience; Audit Chair and SEC‑recognized financial expert; active committee engagement (Audit, Compensation); strong governance frameworks (clawback, anti‑hedging/pledging, ownership guidelines) and high shareholder support on say‑on‑pay (96% in 2024) .
- Alignment: Director compensation mix balanced between cash fees and annual RSU grants; stock ownership requirements reinforce alignment; beneficial ownership augmented by legacy options and RSUs .
- Conflicts/Red flags: No related‑party transactions disclosed involving Ms. Cepak; no pledging or hedging disclosed; overboarding risk mitigated by explicit independence and committee performance, but multiple external boards warrant ongoing monitoring for time commitments and potential informational interlocks within the energy value chain (no specific conflicts disclosed) .
- Board effectiveness: Committee cadence (Audit five meetings; Compensation eight) and board activity (nine meetings; attendance thresholds met) support robust oversight; independent Chair and regular executive sessions strengthen governance .