Richard Harris
RING ENERGYAbout Richard E. Harris
Richard E. Harris, age 72, has served as an independent director of Ring Energy since 2020. He is a seasoned finance and corporate development executive with prior leadership roles at SOHIO/BP (treasury), Compaq (Assistant Treasurer, Global Treasury), and Cummins (VP & Treasurer; later VP & Chief Investment Officer). He holds a B.S. in Mathematics and an MBA from John Carroll University . The Board classifies him as independent under NYSE American standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Standard Oil Company of Ohio (SOHIO)/BP | Treasury/Finance roles (incl. BP Finance and BP America Finance); European finance integration assignment | 1981–1995 | Integrated finance functions across BP Oil Europe (Brussels) |
| Compaq Computer Corporation | Built global corporate finance, FP&A, M&A pre/post-close, global treasury; Assistant Treasurer, Global Treasury | 1995–2003 (Assistant Treasurer from 1999) | Developed global treasury infrastructure |
| Cummins Inc. | VP & Treasurer; VP & Chief Investment Officer | 2003–2015 (Treasurer), 2008–2015 (CIO) | Secretary to Board Finance Committee; led global treasury best-practice rollout; M&A sourcing/execution oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BPH Holding Co. Inc. / Longhorn Village (Austin) | Director; Strategic Planning Committee member | Since 2020 (post-REI appointment; joined BPH/Longhorn boards subsequently) | Governance/strategic planning oversight at non-profit senior living entities |
Board Governance
- Independence: Determined independent by the Board under NYSE American rules .
- Committees (2024): Audit Committee member (designated Audit Committee Financial Expert); Nominating, Environmental, Social and Governance (NESG) Committee member .
- Chair roles: None (Audit Chair: Thomas L. Mitchell; NESG Chair: Regina Roesener in 2024) .
- Lead Independent Director: Anthony B. Petrelli (not Harris) .
- Attendance: In 2024, no director attended fewer than 75% of Board and committee meetings on which they served; Board met 11 times .
- Executive sessions: Independent directors meet in regularly scheduled executive sessions as required by Nasdaq/NYSE practices .
Fixed Compensation
- Program structure (paid quarterly): Base independent director fee $75,000; additional retainers—NESG Chair $15,000; Audit Chair $20,000; Compensation Chair $15,000; Lead Independent Director $25,000. Equity awards determined annually; Warburg-affiliated directors do not receive equity .
- 2024 actuals for Harris:
- Fees earned/paid in cash: $75,000
- Stock awards (RSUs grant-date fair value, 2/13/2024): $87,838
- Total: $162,838
| 2024 Director Compensation (USD) | Amount |
|---|---|
| Cash retainer | $75,000 |
| Equity (RSUs, grant-date fair value) | $87,838 (granted 2/13/2024) |
| Total | $162,838 |
Policy features supporting alignment:
- Director stock ownership guidelines: 5x annual cash retainer; 3 years to comply; must hold two-thirds of net shares until compliant; stock options and unvested PSUs excluded from counting .
- Insider trading policy: Prohibits hedging and pledging/margin transactions by directors/officers .
Performance Compensation
Directors do not receive performance-based pay. RSU awards are time-based and vest on the one-year anniversary of grant .
| 2024 Equity Award | Units | Grant Date | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| RSUs (annual grant) | 67,568 | Feb 13, 2024 | $87,838 | One-year, time-based vesting |
Note: In 2024 the Compensation Committee reduced overall director and NEO equity sizing (above-market grant price methodology), contributing to a 41% reduction in equity compensation for 2024 awards versus prior practice .
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| BPH Holding Co. Inc./Longhorn Village | Non-profit/senior living | Director | No REI-related transactions disclosed; no interlocks reported . |
No related-party transactions involving Harris were disclosed; the related-party section focused on Warburg Pincus/Stronghold agreements (registration rights and prior nomination rights) with Audit Committee oversight; Stronghold later waived nomination rights .
Expertise & Qualifications
- Finance and treasury leadership across industrials and tech (Cummins CIO; Compaq Assistant Treasurer; BP/SOHIO treasury) .
- M&A sourcing, pre-close diligence, and post-close evaluation experience .
- Board finance committee interaction (secretary to Cummins’ Board Finance Committee) and “audit committee financial expert” designation at REI .
- Education: B.S. Mathematics; MBA (John Carroll University) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Richard E. Harris | 295,262 | <1% | As of April 4, 2025; 206,509,126 shares outstanding |
| Unvested RSUs (12/31/2024) | 67,568 | — | Annual director grant unvested at year-end |
- Stock ownership guidelines: 5x retainer; 3-year compliance; two-thirds net shares held until compliant .
- Hedging/pledging: Prohibited for directors/officers under the Insider Trading Policy .
Governance Assessment
-
Strengths:
- Independent director with deep finance/M&A pedigree; designated Audit Committee Financial Expert—supports financial reporting oversight .
- Active roles on Audit and NESG Committees; no chair premiums indicate independence from fee-driven incentives .
- Clean attendance record (Board-wide compliance >75%); structured executive sessions for independent directors .
- Director pay aligned to shareholders via annual RSUs; robust ownership guidelines and hedging/pledging prohibitions enhance alignment .
- No disclosed related-party transactions involving Harris; Compensation Committee interlocks: none .
-
Watch items:
- Board continues to manage sponsor (Warburg Pincus) legacy rights; though nomination rights waived in 2024, ongoing monitoring of large shareholder influences remains prudent .
- Say-on-pay advisory support improved to ~81% in 2024; continued engagement noted, but further improvement targeted—board-wide responsiveness remains a governance signal to track .
Overall, Harris’s finance expertise, committee mix (Audit and NESG), and independence profile are supportive of board effectiveness and investor confidence; compensation and ownership policies provide solid alignment, with no Harris-specific conflicts disclosed .