Bryan Lawrence
About Bryan H. Lawrence
Bryan H. Lawrence (age 82) is an independent director of Riley Exploration Permian, Inc. (REPX), serving since February 2021 following service on the REP LLC board of managers since 2016. He is founder and senior manager of Yorktown Partners LLC (since 1983), previously a Managing Director at Dillon, Read & Co. Inc. until its 1997 merger with SBC Warburg; he also serves as a director of Hallador Energy Company, Ramaco Resources, Inc., and the general partner of Star Group, L.P. He holds a BA from Hamilton College and an MBA from Columbia University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Yorktown Partners LLC | Founder and Senior Manager | Since 1983 | Leads energy-focused investment funds, extensive board experience |
| Dillon, Read & Co. Inc. | Managing Director | 1966–Sep 1997 | Senior leadership until firm’s merger with SBC Warburg |
| Riley Exploration-Permian, LLC (REP LLC) | Board of Managers Member | 2016–Feb 2021 | Predecessor governance experience prior to merger |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Hallador Energy Company | Director | Not disclosed | U.S. public company |
| Ramaco Resources, Inc. | Director | Not disclosed | U.S. public company |
| Star Group, L.P. (general partner) | Director | Not disclosed | U.S. public company |
Board Governance
- Independence: Board determined Lawrence is independent under NYSE American standards .
- Committees: Not currently a member of Audit, Compensation, or Nominating & Corporate Governance; those committees are composed of Arriaga, Bayless, and Nordberg .
- Attendance: In 2024, the Board held 4 meetings; all directors attended at least 75% of board and applicable committee meetings; all directors attended the 2024 annual meeting .
- Executive sessions: Non-employee directors hold executive sessions; led by an independent director (not named) .
- Leadership structure: Combined Chair/CEO roles (Bobby Riley); Board reviews structure periodically .
Fixed Compensation
| Component (2024) | Amount |
|---|---|
| Annual cash retainer | $0 (elected not to receive) |
| Committee membership fees | — (not disclosed; no committee assignments) |
| Committee chair fees | — (not applicable) |
| Meeting fees | — (not disclosed) |
| Equity grant (restricted stock) | $0 (elected not to receive) |
| Total | $0 |
- Director pay program (context): Standard non-employee directors receive $120,000 cash retainer and up to $200,000 in restricted stock, vesting in 1 year; Lawrence elects not to receive compensation .
Performance Compensation
| Performance-linked element | Detail |
|---|---|
| Director performance equity (PSUs/RSUs) | Not applicable; Lawrence elected not to receive director compensation in 2024 |
| Performance metrics | None disclosed for directors; company’s 2025 performance metrics apply to executives, not directors |
Other Directorships & Interlocks
| Entity | Relation to REPX | Governance/Ownership Note |
|---|---|---|
| Yorktown Energy Partners VIII, X, XI | 5% holders | Yorktown VIII (1.3%), X (1.8%), XI (8.1%) beneficial owners; Lawrence is among managers of general partners (disclaims beneficial ownership beyond pecuniary interest) |
| Riley Exploration Group, LLC | 5% holder (8.9%) | Controlled by certain investment funds managed by Yorktown Partners LLC (per Form 4 filed by Lawrence) |
| Registration Rights Agreement | Related party | Yorktown XI among parties to amended registration rights; registrable securities ceased Feb 26, 2025 |
| Oakspring/Combo (Yorktown portfolio) | Related transactions | Management services and participation agreements with Yorktown XI portfolio companies; certain agreements terminated in 2024 |
- Potential interlock/conflict note: Lawrence’s leadership at Yorktown and Yorktown funds’ significant ownership in REPX create potential perceived conflicts regarding related party transactions and capital market activities; company discloses oversight via Audit Committee and related-party policy .
Expertise & Qualifications
- Over 50 years structuring and managing public/private energy investments; extensive public board experience .
- Education: BA Hamilton College; MBA Columbia University .
- Board qualification summary: Financial and investment expertise; governance experience .
Equity Ownership
| Holder | Shares | % Outstanding | Notes |
|---|---|---|---|
| Bryan H. Lawrence | 11,439 | 0.1% | As of April 9, 2025; no footnote indicating unvested or pledged shares for Lawrence |
| Yorktown Energy Partners VIII, L.P. | 287,627 | 1.3% | See general partner/manager footnotes; Lawrence among managers |
| Yorktown Energy Partners X, L.P. | 390,860 | 1.8% | Lawrence among managers |
| Yorktown Energy Partners XI, L.P. | 1,784,113 | 8.1% | Lawrence among managers |
| Riley Exploration Group, LLC | 1,965,219 | 8.9% | Controlled by funds managed by Yorktown Partners LLC (per Form 4 by Lawrence) |
- Shares outstanding denominator: 22,003,751 (includes 935,627 unvested restricted shares) .
- Pledging: Company permits pledging of fully vested shares; proxy footnotes disclose pledging for certain insiders (e.g., CEO) but no pledging note for Lawrence .
Governance Assessment
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Positive signals:
- Independent director with deep capital markets and energy industry expertise; independent status affirmed .
- Elected not to receive director compensation, reducing direct pay-related conflicts and potentially reinforcing investor alignment .
- Board and committees disclose robust policies (codes of ethics, clawback, anti-hedging), independent compensation consultant without identified conflicts .
- Attendance thresholds met; participation at annual meeting .
-
Risk indicators and RED FLAGS:
- Significant Yorktown funds’ ownership and multiple related party touchpoints (registration rights, portfolio company transactions) elevate perceived conflict risk; Lawrence is a manager of Yorktown general partners overseeing these funds .
- Combined Chair/CEO roles limit independent leadership oversight; executive sessions mitigate but lack a designated lead independent director disclosure .
- Company allows pledging of fully vested shares by insiders (restricted for unvested shares); while no Lawrence-specific pledging disclosure, policy itself can concern investors .
- Family relationships in management (CEO and CIO/CCO) add to governance complexity, though not directly tied to Lawrence .
-
Engagement and policies:
- Stock ownership guidelines adopted in April 2025 require 5x annual cash retainer for non-employee directors; guidelines apply to those receiving retainers—Lawrence’s no-comp status may affect applicability; five-year compliance window and 50% net-share retention until met .
- Related-person transaction policy and Audit Committee oversight in place; Meridian retained as independent comp consultant, no conflicts identified .
Overall, Lawrence brings significant board-level investment expertise and refrains from cash/equity director pay, but his Yorktown leadership alongside Yorktown’s substantial REPX holdings and prior related-party transactions warrant ongoing monitoring for conflicts and board independence efficacy .