Thomas Mitchell

About Thomas L. Mitchell

Thomas L. Mitchell (age 64) is an independent director of Ring Energy (REI), serving since October 2020. He is a former public-company CFO (Devon Energy, Noble Corporation, Midstates Petroleum) and trained CPA (inactive), with extensive oil & gas finance, capital markets, and audit oversight experience supported by 18 years at Apache and early tenure at Arthur Andersen; he holds a B.S. in Accounting from Bob Jones University . The Board has determined he is independent under NYSE American rules and an “audit committee financial expert,” aligning with his role leading the Audit Committee .

Past Roles

External Roles

Board Governance

• Committee assignments: Chair, Audit Committee; Member, Compensation Committee .
• Independence: Board determined Mitchell is independent under NYSE American standards; also designated as an “audit committee financial expert” .
• Attendance: Board held 11 meetings in 2024; no director attended fewer than 75% of Board/committee meetings on which they served .
• Board structure: CEO also serves as Chair; Lead Independent Director (A. Petrelli) presides executive sessions and oversees agendas and evaluations, providing counterbalance to combined Chair/CEO role .
• Committee composition changes/oversight: Audit met six times in 2024; Mitchell served as Chair after May 23, 2024 and continues as Chair in 2025 Audit Committee Report . Compensation Committee engaged independent consultant Meridian in 2024 .

Fixed Compensation

Notes: Actual cash fees reflect base and role-related fees pro-rated to service; policy schedule shows standard rates .

Performance Compensation

No performance-conditioned director equity is disclosed; director awards are service-based RSUs only (no TSR/CROCE metrics apply to directors) .

Other Directorships & Interlocks

• Compensation Committee interlocks: None. No director on REI’s Compensation Committee was an officer/employee; no REI executive served on another company’s compensation committee or board that would create an interlock .
• Sponsor influence: Warburg Pincus-related nomination rights from the 2022 Stronghold transaction were irrevocably waived in Oct 2024, reducing potential sponsor control signals .

Expertise & Qualifications

• Core credentials: Multi-time public-company CFO (Devon, Noble, Midstates) and former CPA with deep E&P, offshore drilling, and midstream exposure; extensive capital markets, M&A, and financial reporting expertise .
• Audit leadership: Identified by the Board as an audit committee financial expert; currently Audit Committee Chair, overseeing external audit quality, internal controls, and compliance .

Equity Ownership

Governance Assessment

• Strengths

  • Financial oversight: Audit Committee Chair and designated financial expert; background well-matched to REI’s control and reporting risks, enhancing audit quality and risk oversight .
  • Independence and attendance: Board affirmed independence; no attendance shortfalls disclosed in 2024, supporting engagement and accountability .
  • Alignment features: Director ownership guideline (5x retainer), service-based equity grants, and prohibition on hedging/pledging support shareholder alignment; 2024 equity quantum for directors/NEOs reduced ~41%, signaling dilution sensitivity .
  • Shareholder responsiveness: Say-on-pay approval improved to ~81% in 2024 and Board/committee-level engagement with investors continued in 2024–2025 .

• Watch items / potential red flags

  • Related-party/conflicts: Proxy discloses Warburg-related agreements (waived nomination rights in 2024); no Mitchell-specific related-party transactions are disclosed in the related persons section (Audit Committee reviews such items), but ongoing monitoring is prudent given external industry roles .
  • Compensation structure: Director equity is service-based (not performance-based); while standard for boards, investors focused on pay rigor may prefer longer vesting and ownership holding periods—mitigated by the 5x guideline and one-year vesting cadence .

Appendices (Key Data Extracts)

• Board and Committees

  • Audit Committee (2025 Report signatories): Thomas L. Mitchell (Chair), Anthony B. Petrelli, Regina Roesener, David S. Habachy, Richard E. Harris .
  • Compensation Committee membership in 2024 post-AGM: Crum (Chair), Petrelli, Habachy, Mitchell .
  • Independence determination includes Mitchell; Board had 11 meetings; no director below 75% attendance .

• Director Compensation (2024)

  • Mitchell: Cash fees $87,143; Stock awards $87,838; Total $174,981 .
  • Policy schedule: Base $75,000; Audit Chair +$20,000; Compensation Chair +$15,000; Lead Independent +$25,000; equity determined annually; 2024 director RSUs: 67,568 (one-year vest) .

• Ownership

  • Beneficial ownership (Mitchell): 372,662 shares; <1% .
  • Unvested RSUs (as of 12/31/2024): 67,568 .

• Policies

  • Director stock ownership guideline: 5x cash retainer; 3-year compliance window; hold two-thirds of net vested shares until compliant .
  • Insider trading: No hedging, no pledging, pre-clearance required .
  • Equity plan features: Non-employee director annual limit $750,000; no option/SAR repricing; clawback applies .

No director-specific severance, loans, or related-party transactions are disclosed for Mitchell in the 2025 proxy; Audit Committee oversees related-party review and approvals .