David Habachy
RING ENERGYAbout David S. Habachy
Independent director of Ring Energy since 2022; age 49. Background spans petroleum engineering and private equity: began at ARCO/Vastar in 1998, spent 10 years in upstream asset management/operations/consulting before entering private equity in 2008; later Managing Director at Kayne Anderson Energy Funds and at Warburg Pincus (2017–Jul 2022). Currently Managing Partner of Covalence Investment Partners; holds a B.S. in Chemical Engineering and an MBA (George Kozmetsky highest honors) from The University of Texas at Austin .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Warburg Pincus (Energy team) | Managing Director | 2017–Jul 2022 | Board experience across multiple E&P companies |
| Kayne Anderson Energy Funds | Managing Director; Investment Committee member | Not disclosed | Private equity investing in E&P; Investment Committee responsibilities |
| Upstream E&P (incl. ARCO/Vastar) | Petroleum engineer; asset mgmt/operations/consulting | 1998–2008 | Technical and operational experience in E&P |
| Earthstone Energy, Inc. | Director (prior) | Not disclosed | Prior public board experience |
External Roles
| Organization | Role | Status | Committees/Impact |
|---|---|---|---|
| Covalence Investment Partners | Managing Partner | Current | Strategic and investment leadership |
| Memorial Hermann Health System | Director; Investment Committee; Finance Committee | Current | Board service and oversight on investment/finance committees |
| Houston Producers’ Forum | Board member | Prior | Industry leadership/networking |
Board Governance
- Independence: Board determined Habachy is independent under NYSE American standards .
- Board/committee attendance: Board held 11 meetings in 2024; no director attended fewer than 75% of Board and committee meetings—Habachy met at least the 75% threshold .
- Committee assignments (2024–2025):
- Audit Committee member; 2024 Audit Committee met 6 times; 2025 Audit Committee roster includes Habachy (Chair: Thomas L. Mitchell) .
- Compensation Committee member; 2024 Compensation Committee met 4 times (Chair: John A. Crum) .
- NESG Committee: member early 2024; rotated off after May 23, 2024 (Chair: Regina Roesener) .
- Board leadership: CEO is also Board Chair; Lead Independent Director is Anthony B. Petrelli with defined oversight duties (agenda setting, executive sessions, investor outreach) .
- Board evaluation and education: Annual board/committee self-evaluations; director orientation and periodic education overseen by NESG Committee .
| Body | 2024 Meetings | Chair (2024) | Habachy Membership |
|---|---|---|---|
| Board of Directors | 11 | — | Yes (director) |
| Audit Committee | 6 | Thomas L. Mitchell | Yes |
| Compensation Committee | 4 | John A. Crum | Yes |
| NESG Committee | 3 | Regina Roesener | Yes (early 2024); not after May 23, 2024 |
Fixed Compensation (Non‑Employee Director 2024)
| Element | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $75,000 | Independent Director Base Fee |
| Committee chair fees (if applicable) | $15,000–$20,000 | NESG Chair $15k; Compensation Chair $15k; Audit Chair $20k (not applicable to Habachy in 2024) |
| Lead Independent Director fee | $25,000 | For LID only (not Habachy) |
| Meeting fees | — | Not disclosed |
| Director | Cash Fees (2024) | Stock Awards Fair Value (2024) | Total (2024) |
|---|---|---|---|
| David S. Habachy | $75,000 | $87,838 (RSUs) | $162,838 |
Performance Compensation (Equity)
| Award Type | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| RSUs (annual director grant) | Feb 13, 2024 | 67,568 | $87,838 | Time-based; vest on 1-year anniversary | None for directors (service-based only) |
In 2024, each non-employee director (except Mr. Ben‑Dor) received 67,568 RSUs; directors employed by Warburg Pincus or its affiliates do not receive equity awards (not applicable to Habachy in 2024) .
Other Directorships & Interlocks
| Company/Entity | Type | Status | Notes |
|---|---|---|---|
| Earthstone Energy, Inc. | Public company | Prior | Previously served on board |
| Compensation Committee interlocks | — | None | No interlocks or insider participation disclosed for REI’s Compensation Committee |
Expertise & Qualifications
- Deep E&P investing and governance experience from Warburg Pincus and Kayne Anderson; broad E&P operations/engineering foundation from ARCO/Vastar and subsequent roles .
- Finance and investment oversight through Memorial Hermann Investment and Finance committees .
- Education: B.S. Chemical Engineering; MBA with highest honors (UT Austin) .
Equity Ownership
| Holder | Shares Beneficially Owned | Approx. % of Outstanding | Notes |
|---|---|---|---|
| David S. Habachy | 172,933 | <1% (as indicated by “*”) | As of April 4, 2025; 206,509,126 shares outstanding |
| Unvested RSUs held (12/31/2024) | 67,568 | — | Not counted toward beneficial ownership until vested |
- Ownership guidelines: Non-employee directors must own 5x annual cash retainer within 3 years; until met, must hold two‑thirds of net shares acquired. Options and unvested performance awards do not count. Individual compliance status not disclosed .
- Hedging/pledging: Company policy prohibits directors/officers from hedging or pledging company securities; pre-clearance required; blackout periods enforced .
Governance Assessment
-
Positives
- Independent director with significant E&P investing and operational expertise; serves on both Audit and Compensation—committees entirely independent .
- Attendance threshold met; Board uses annual evaluations and director education, supporting board effectiveness .
- Director pay mix emphasizes equity; stock ownership guideline (5x retainer) enhances alignment; no hedging/pledging permitted .
-
Potential Conflicts/Watch‑Items
- Historical Warburg Pincus affiliation: Warburg is a 14.0% holder; a Registration Rights Agreement remains in place from the Stronghold transaction. However, Stronghold’s director nomination rights were irrevocably waived in Oct 2024; Audit Committee oversees related-party transactions. Independence for Habachy affirmed by the Board .
- Director equity grants are time-based RSUs (no performance conditions). While typical for directors, this provides service alignment more than performance gating .
-
RED FLAGS
- None disclosed regarding attendance shortfalls, related-party loans, tax gross-ups, option repricings, or pledging. Compensation Committee interlocks: none .