Beth di Santo
About Beth di Santo
Beth A. di Santo, 52, serves as General Counsel and Corporate Secretary and has been a non-employee director since September 2021; she was appointed Corporate Secretary on February 26, 2021 and General Counsel and director on September 1, 2021 . An attorney with over 20 years of corporate and securities law experience, she began at Clifford Chance US LLP in 1999 and founded di Santo Law PLLC in 2008; she holds a J.D., magna cum laude, and a B.A. in Political Science and Economics, both from the University of Miami . Company performance highlights for 2024 included +22% total equivalent production, +10% operating cash flow before WC, and +67% Total Free Cash Flow, with expansion via a New Mexico acquisition and initiation of power JV operations . In 2025 the company adopted stock ownership guidelines and added performance-based restricted stock tied to three-year relative TSR for NEOs; Ms. di Santo’s engagement terms do not disclose performance metrics .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Clifford Chance US LLP | Corporate Finance Attorney | 1999–2008 | Represented clients in transactional, corporate governance, and securities matters |
| di Santo Law PLLC | Founder; Corporate & Securities Practice | 2008–present | Outside legal counsel since 2016, advising REPX through merger, offerings, acquisitions/divestitures |
| Riley Exploration Permian (REPX) | Corporate Secretary | Appointed Feb 26, 2021 | Oversight of governance and compliance matters |
| Riley Exploration Permian (REPX) | General Counsel; Director | Appointed Sep 1, 2021 | Strategic counsel to Board and management; non-employee director |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| di Santo Law PLLC | Owner; General Counsel services to REPX | Ongoing; engagement since 2021 | Engagement letter governs GC services; renewed Apr 11, 2025 |
Fixed Compensation
| Component | 2024 | 2025 |
|---|---|---|
| General Counsel engagement monthly cash retainer ($) | Not disclosed | $60,000 |
| One-time restricted stock grant ($) | — | $450,000 total, one-year vest from Jan 1, 2025 |
| Portion of restricted stock awarded to Ms. di Santo ($) | — | $350,000 |
| Legal fees paid by REPX to di Santo Law PLLC ($) | $1,400,000 | Not disclosed |
| Director cash retainer ($) | $0 (elected not to receive) | — |
| Director stock award ($) | $0 (elected not to receive) | — |
Notes:
- Engagement letter entered February 2021, subject to annual review/approval by Board or Compensation Committee .
- Non-employee directors generally receive $120,000 cash retainer and up to $200,000 restricted stock (one-year vest), but Ms. di Santo elected no director compensation .
Performance Compensation
No performance-linked compensation elements are disclosed for Ms. di Santo’s General Counsel engagement (monthly retainer and one-year time-based restricted stock); 2025 NEO program introduced performance-based restricted stock tied to three-year relative TSR, but Ms. di Santo is not an NEO in the proxy disclosure .
Equity Ownership & Alignment
| Metric | 2024 | 2025 |
|---|---|---|
| Shares beneficially owned (units) | 21,000 | 33,500 |
| Ownership as % of outstanding shares | <1% (based on 21,527,852 shares) | 0.2% (based on 22,003,751 shares) |
| Shares pledged as collateral | None disclosed | None disclosed |
Stock ownership guidelines for executive officers and non-employee directors were adopted in 2025; compliance status for Ms. di Santo is not disclosed .
Employment Terms
- Structure: General Counsel services provided via engagement letter with di Santo Law PLLC; monthly cash retainer ($60,000) and one-time restricted stock ($450,000; $350,000 to Ms. di Santo) with one-year vesting from January 1, 2025; renewed by Compensation Committee on April 11, 2025 .
- Governance: Engagement subject to annual review and approval by the Board or Compensation Committee .
- Severance / Change-in-Control: Not disclosed for Ms. di Santo’s engagement. Company NEO employment agreements (not including Ms. di Santo) provide three-year initial terms with automatic annual renewals, double-trigger change-in-control protections, and clawback provisions per Rule 10D-1 .
- Clawback: Company references Rule 10D-1 Clawback Policy in NEO agreements; applicability to Ms. di Santo’s engagement not disclosed .
Board Governance
- Board Service: Non-employee director since September 2021; General Counsel and Corporate Secretary .
- Independence: Board identifies independent directors (Lawrence, Nordberg, Arriaga, Bayless); committees (Audit, Compensation, Nominating & Corporate Governance) are comprised entirely of independent directors, implying Ms. di Santo is not independent due to her executive and service-provider roles .
- Committees: Audit Committee (Arriaga—Chair; Nordberg; Bayless) ; Compensation Committee (Nordberg—Co-Chair; Bayless—Co-Chair; Arriaga) ; Nominating & Corporate Governance (Bayless—Chair; Nordberg; Arriaga) . Ms. di Santo is not listed as a committee member .
- Director Compensation: Ms. di Santo elected not to receive director fees or director equity; non-employee directors generally received $120,000 cash and ~$184,000 restricted stock with one-year vesting in 2024 .
Related Party Transactions
- Legal Services: REPX paid di Santo Law PLLC $1.4 million for 2024 legal services under the engagement letter; renewed in April 2025 with specified cash and equity terms .
- Policies: Audit Committee reviews related party transactions per Item 404, with questionnaires and Board/committee approval requirements; management believes terms reasonable but notes third-party alternatives could be more favorable .
Compensation Committee Analysis (Program Context)
- 2024 NEO annual incentive awards considered free cash flow, production, operating costs, safety/environmental performance, and strategic priorities; 2025 introduces a scorecard with 70% quantitative weighting and performance-based restricted stock (30%) tied to three-year relative TSR .
- Peer Group: Committee uses a 12-company peer set for benchmarking (e.g., SilverBow, Ring, Vital, Berry, SandRidge, W&T Offshore; changes made in 2024 reflecting consolidation) .
Investment Implications
- Alignment: Ms. di Santo’s 2025 one-year restricted stock grant ($350,000 to her) supports near-term retention but lacks disclosed performance conditions, suggesting alignment primarily via time-based vesting rather than multi-year TSR or operating targets .
- Independence/Related Party: Dual role (director + General Counsel via own firm) and $1.4 million in legal fees underscore related party exposure; mitigating factors include independent-only committee composition and formal related-party review processes .
- Insider Pressure: Beneficial ownership increased from 21,000 (2024) to 33,500 shares (2025), reducing near-term selling pressure signals; no pledging disclosed .
- Retention Risk: Annual engagement subject to Board/Compensation Committee review increases flexibility but also renewal dependency; lack of severance/CoC disclosures for her engagement limits clarity on retention economics in corporate transactions .