Brent Arriaga
About Brent Arriaga
Brent Arriaga, 51, is an independent director of Riley Exploration Permian, Inc. (REPX) since February 2021 and serves as Audit Committee Chair; he also sits on the Compensation and Nominating & Corporate Governance Committees . He is Vice President, Finance & Accounting and Chief Accounting Officer at Helix Energy Solutions Group (since 2018) and previously held senior finance roles at Weatherford International, Citigroup, Credit Suisse, and began his career at KPMG; he holds a BBA in Accounting (UT Austin), an MBA (Rice, Jones Scholar), is a CPA (Texas) and a CFA charterholder . The Board has designated him as an “audit committee financial expert,” underpinning his oversight of REPX’s financial reporting and controls .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Helix Energy Solutions Group, Inc. | Vice President, Finance & Accounting; Chief Accounting Officer | 2018–present | Senior accounting leadership; cross-border finance experience supports Audit Committee chair role . |
| Weatherford International | Financial accounting and controllership roles | 2015–2017 | Global energy services accounting experience . |
| Citigroup, Inc. | Finance roles | 2006–2015 | Financial services domain expertise . |
| Credit Suisse Group | Finance roles | 2004–2006 | Investment banking/finance exposure . |
| KPMG LLP | Auditor | Began 1997 | Foundational audit training (CPA) . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Helix Energy Solutions Group, Inc. | VP, Finance & Accounting; CAO | 2018–present | Operating executive role; not disclosed as a public company directorship . |
Board Governance
- Independence: REPX’s Board affirmatively determined Arriaga is independent under NYSE American rules .
- Committees: Audit (Chair), Compensation (member), Nominating & Corporate Governance (member); intended to continue in these roles post-2025 election; Audit Committee comprises only independent directors and Arriaga is designated the audit committee financial expert .
- Attendance and engagement: In 2024 the Board met 4x, Audit 5x, Nominating 1x, Compensation 3x; each director attended at least 75% of aggregate Board/committee meetings; non‑employee directors hold executive sessions . In 2023 the Board met 8x, Audit 6x, Nominating 3x, Compensation 6x; each director attended at least 75% .
- Audit Committee report: As Chair, Arriaga signed the Audit Committee Report recommending inclusion of audited 2024 financials in the 10‑K and affirming auditor independence discussions with BDO .
- Leadership structure context: REPX combines CEO and Chair roles; the Board periodically reviews this structure and holds independent director executive sessions for oversight balance .
Fixed Compensation
| Year | Annual Cash Retainer ($) | Committee/Meeting Fees | Notes |
|---|---|---|---|
| 2024 | 120,000 | Eliminated (since 2023) | Standard for non‑employee directors under Independent Director Agreement through the 2025 AGM . |
| 2023 | 120,000 (plan level) | Eliminated | Policy removed chair/meeting fees in 2023; reported Board fees paid to Arriaga were $100,192 for 2023 due to timing/partial periods per table . |
| Director Compensation (Reported) | 2024 ($) | 2023 ($) |
|---|---|---|
| Board Fees (cash) | 120,000 | 100,192 |
| Stock Award (grant date fair value) | 183,759 | 209,868 |
| Total | 303,759 | 310,060 |
Notes:
- Non‑employee directors (Arriaga, Nordberg, Bayless) were eligible for $120,000 cash retainer and up to $200,000 in restricted stock, one‑year vesting, adjusted for partial service periods .
- Ms. di Santo and Mr. Lawrence elected not to receive director compensation (separate related‑party legal services for di Santo disclosed elsewhere) .
Performance Compensation
| Element | Structure | Size/Value | Vesting/Terms | Metrics |
|---|---|---|---|---|
| Restricted Stock (Director) | Annual grant to non‑employee directors | $183,759 grant date fair value in 2024 | One‑year vest; 2024 awards vest in June 2025 | Time‑based (no performance metrics) . |
| Stock Options (Directors/Company practice) | Not currently granted | N/A | N/A | Company states it does not currently grant stock options in its equity programs; timing policies in place if ever used . |
Other Directorships & Interlocks
| Person | Current Public Company Boards | Committee Roles Elsewhere | Notable Interlocks/Conflicts |
|---|---|---|---|
| Brent Arriaga | None disclosed | N/A | None disclosed in REPX proxy . |
Expertise & Qualifications
- CPA (Texas) and CFA; deep finance/accounting experience across energy and financial services; designated “audit committee financial expert” by REPX’s Board .
- Education: BBA in Accounting (UT Austin); MBA (Rice University, Jones Scholar) .
- Sector experience: Energy E&P and services; international finance; controllership and audit background reinforcing internal controls oversight .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Pledged? |
|---|---|---|---|
| Brent Arriaga | 15,527 | 0.1% | No pledging disclosed for Arriaga; pledging footnotes reference others (e.g., CEO Bobby Riley) . |
- Ownership table based on 22,003,751 shares outstanding (includes 935,627 unvested restricted shares) as of April 9, 2025 .
- Section 16(a) compliance: All directors/officers complied timely with filing requirements for 2024 .
- Stock ownership guidelines adopted April 2025: Non‑employee directors required to hold shares equal to 5x annual cash retainer; five years to comply; must retain 50% of net shares until in compliance; unvested/vested RS/RSUs count toward compliance .
Related-Party Transactions and Policies
- Policy: Audit Committee reviews and must be informed of related‑person transactions per Item 404; directors/officers complete questionnaires; Board or authorized committee must approve/ratify .
- Notable related party (context): Legal fees paid to di Santo Law PLLC (owned by director and General Counsel Beth di Santo) were $1.4 million in 2024; 2025 engagement renewal approved: $60,000/month plus $450,000 in restricted stock (one‑year vest, with $350,000 to Ms. di Santo) .
- Hedging/Pledging: Hedging prohibited for directors; pledging of fully vested shares is permitted (restricted stock cannot be pledged); company confirms current compliance among those who have pledged shares .
Governance Assessment
- Strengths:
- Independent director with strong technical credentials (CPA, CFA) and designated audit committee financial expert; chairs Audit Committee and signed 2024 Audit Committee Report affirming auditor independence and internal control oversight .
- Consistent attendance standards met across 2023–2024; engages in executive sessions as part of independent oversight .
- Newly adopted stock ownership guidelines (5x retainer for directors) enhance alignment; retention of 50% of net shares until compliant .
- Watch items / RED FLAGS (governance context, not specific to Arriaga):
- Company permits pledging of vested shares by directors and executives (with restrictions); pledging can introduce forced‑sale risk in stress scenarios, although prohibited for restricted stock and currently in policy compliance .
- Combined CEO/Chair structure remains in place; Board asserts periodic review and uses independent executive sessions, but concentration of authority can be a governance concern for some investors .
- Ongoing related‑party legal services with a director/GC (di Santo) and sizable fees; oversight and annual approval are disclosed, but investors often scrutinize such arrangements for potential conflicts .
Bottom line: For investors focused on audit quality and financial oversight, Arriaga’s background and role as Audit Chair (and financial expert) are positives. Ownership guidelines and anti‑hedging policies support alignment, while the company’s permissive pledging policy and combined CEO/Chair model warrant continued monitoring .