Carla Tharp
RING ENERGYAbout Carla Tharp
Carla Tharp, age 61, joined Ring Energy’s Board on April 14, 2025 as an independent director. She is CEO of Apoyar Energy (Feb 2025–present), previously led CT Tharp & Co. (Jan 2024–Feb 2025), and held vice president roles in New Business & Commercial, Corporate Development, and Reserves at APA Corporation (2020–2023). She holds a B.S. in Petroleum Engineering from Texas A&M and is a licensed Professional Engineer in Texas; she has held FINRA Series 79 and 63 licenses . The Board determined she will be independent upon joining .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| APA Corporation (formerly Apache) | VP New Business & Commercial; VP Corporate Development; VP Reserves | 2020–2023 | Led multi-disciplinary teams; reserves and corporate development leadership |
| Raymond James | Managing Director, Energy Investment Banking | Jan 2019–Jan 2020 | A&D advisory; capital markets |
| Citi Global Markets | Director of Acquisitions & Divestitures | Feb 2018–May 2019 | Upstream A&D transactions |
| Lantana Energy Advisors | Director of M&A | Jun 2012–May 2016 | Buy-side/sell-side mandates |
| Private equity portfolio company | Reservoir engineer/transactions | Not specified | Technical reserves and finance interface |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Apoyar Energy | Chief Executive Officer | Feb 2025–present | International upstream focus |
| CT Tharp & Co. | President | Jan 2024–Feb 2025 | Global A&D consulting |
| Houston Producers Forum | Board of Directors | Not specified | Industry networking |
| Texas A&M Petroleum Ventures Program | Board of Directors | Not specified | Academic-industry program |
| ADAM (Houston, Permian, Rockies) | Board roles | Not specified | A&D groups |
Board Governance
- Independence: Board determined Tharp will be independent upon joining the Board .
- Committees: Expected to serve on Audit Committee and Nominating, Environmental, Social & Governance (NESG) Committee .
- Chair roles: None disclosed for Tharp .
- Attendance: Board held 11 meetings in FY2024; no director attended fewer than 75% of meetings. Tharp joined in 2025; her attendance data for 2024 is not applicable .
- Lead Independent Director: Separate role held by Anthony B. Petrelli .
- Insider Trading Policy: Prohibits hedging, pledging, and margin transactions for directors and officers .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Independent Director Annual Base Fee (cash) | $75,000 | Paid quarterly in advance |
| Audit Committee Chair Fee | $20,000 | Only if Chair; Tharp is a member, not disclosed as Chair |
| Compensation Committee Chair Fee | $15,000 | Only if Chair |
| NESG Committee Chair Fee | $15,000 | Only if Chair |
| Lead Independent Director Fee | $25,000 | Role held by Petrelli, not Tharp |
Equity for directors:
- Directors receive annual RSU grants under the LTIP; in 2024, non-employee directors received 67,568 RSUs vesting at one year . Tharp will receive compensation in accordance with the non-employee director program; specific 2025 grant details for Tharp not disclosed .
Performance Compensation
| Item | Structure | Metrics/Details |
|---|---|---|
| Director equity | Service-based RSUs | One-year vest; no director PSUs disclosed |
| Performance metrics tied to director pay | None disclosed | Director compensation primarily equity-based, not tied to explicit performance metrics |
Context on company-wide performance metrics (executive pay signals):
| AIP Performance Measures (2024) | Weight | Threshold | Target | Max | Actual | Funding Level |
|---|---|---|---|---|---|---|
| Net Boe Production (Sales) | 50% | 5,950,336 | 6,611,484 | 7,933,781 | 7,191,054 | 72% |
| IRR (%) | 25% | 24% | 47% | 71% | 60% | 39% |
| Net Lifting Costs ($/BOE) | 25% | $12.05 | $10.95 | $8.76 | $10.89 | 25% |
| HSE Objectives Modifier | 100% | N/A | 100% | 200% | 100% | Applied |
| Total AIP Payout vs Target | — | — | — | — | — | 136% |
Pay governance signals:
- Director annual limit: $750,000 cap on non-employee director cash+equity per fiscal year under the 2021 Plan .
- Clawback policy: Awards under the 2021 Plan subject to the Company’s November 2023 clawback policy .
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Apoyar Energy | Private | CEO | None disclosed with REI; independence affirmed on joining |
| Houston Producers Forum | Non-profit | Director | None disclosed |
| Texas A&M Petroleum Ventures Program | Academic | Director | None disclosed |
| ADAM Groups (Houston/Permian/Rockies) | Industry | Board roles | None disclosed |
No public company board directorships are disclosed for Tharp; no related-party transactions requiring disclosure under Item 404(a) were identified .
Expertise & Qualifications
- Petroleum engineering, reserves, corporate development, and A&D expertise; licensed PE in Texas .
- Energy investment banking experience (Raymond James, Citi); transaction execution leadership .
- Education: B.S. Petroleum Engineering, Texas A&M .
Equity Ownership
| Item | Status |
|---|---|
| Beneficial ownership (as of Record Date Apr 4, 2025) | None (— in table) |
| Ownership % of outstanding shares | 0.0% (— entry) |
| Stock ownership guidelines (directors) | Must own 5x annual cash retainer; 3 years to comply; must hold two-thirds of net shares until compliant |
| Hedging/pledging | Prohibited by Insider Trading Policy |
Governance Assessment
-
Positives:
- Deep technical and transaction background complements REI’s focus on disciplined capital allocation; independence affirmed on joining .
- Placement on Audit and NESG committees supports board oversight in financial controls and governance/ESG .
- Strong governance policies: anti-hedging/pledging, clawback, director ownership guidelines, independent chair/committee structures .
- Say-on-pay support improved to ~81% at 2024 annual meeting, reflecting progress in compensation governance .
-
Watchpoints/RED FLAGS:
- Initial ownership alignment is limited (no disclosed beneficial ownership as of Apr 4, 2025); alignment will rely on RSU grants and compliance with director ownership guidelines .
- Time-commitment considerations as Apoyar Energy CEO; however, no conflicts or related-party transactions are disclosed; independence affirmed .
- No 2025-specific director equity grant details disclosed for Tharp yet; monitor for consistency with director annual RSU practice .
-
Overall:
- Appointment strengthens board technical and financial acumen and committee coverage. Governance safeguards (ownership guidelines, anti-hedging/pledging, clawback) underpin investor alignment; tracking her equity accumulation against the 5x retainer guideline over 3 years will be a key indicator of alignment .