Brandon Brown
SANDRIDGE ENERGYAbout Brandon Brown
Brandon Brown is SandRidge Energy’s Senior Vice President and Chief Accounting Officer (appointed October 21, 2024). He previously served as CFO (September 2023–October 2024), Vice President of Accounting (March–September 2023), and Corporate Controller (June 2020–March 2023). Prior experience includes Black Stone Minerals (Assistant Controller & Financial Reporting Manager), Goodrich Petroleum (Assistant Controller and financial reporting roles), and external audit at HEIN & Associates and Ernst & Young. He holds a B.S. in Accounting from Southern University and A&M College and is a CPA . Company pay-versus-performance metrics show cumulative TSR value of an initial $100 investment of $511 in 2024, Net Income of $62,986k, and Total Production of 16.5 Mboe/d .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| SandRidge Energy, Inc. | SVP & Chief Accounting Officer | Oct 2024–present | Oversees accounting/reporting; part of team recognized for integrating the Cherokee Shale acquisition and timely SEC filings via one-time performance-based award and RSUs . |
| SandRidge Energy, Inc. | Senior Vice President, Chief Financial Officer | Sep 2023–Oct 2024 | Led finance during operational execution against cost and production metrics; AIP paid based on 2023 performance scorecard results . |
| SandRidge Energy, Inc. | Vice President of Accounting | Mar 2023–Sep 2023 | Advanced accounting leadership; compensation and LTIP participation disclosed . |
| SandRidge Energy, Inc. | Corporate Controller | Jun 2020–Mar 2023 | Built reporting rigor; RSU/PSU participation began during this period . |
| Black Stone Minerals, L.P. | Assistant Controller & Financial Reporting Manager | Aug 2016–Feb 2020 | Led external reporting; prepared for public MLP disclosures . |
| Goodrich Petroleum Corp. | Assistant Controller & Financial Reporting roles | Aug 2011–Aug 2016 | Managed accounting/reporting in E&P context . |
| HEIN & Associates LLP; Ernst & Young LLP | External Auditor | Pre-2011 | Public company audit training and controls exposure . |
External Roles
No current external public-company board roles are disclosed in Brandon Brown’s proxy biography .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Year-end Base Salary ($) | $260,000 | $270,000 |
| Salary Paid ($) | $206,323 | $267,692 |
| Other Compensation – Life Insurance ($) | $180 | $187 |
| Other Compensation – 401(k) Match ($) | $20,632 | $24,038 |
| Other Compensation – Dividend Equivalents ($) | $6,662 | $3,055 |
| Total “Other Compensation” ($) | $27,474 | $27,280 |
Performance Compensation
| Component | Detail | 2023 | 2024 |
|---|---|---|---|
| Annual Incentive Program (AIP) – Target % of Salary | Target opportunity | 30% increased to 40% after promotion | 40% |
| AIP – Final Paid ($) | Actual payout | $78,608 | $133,920 |
| AIP – Potential Payouts ($) | Threshold / Target / Maximum | — | $54,000 / $108,000 / $162,000 |
| Bonus (One-time) | Retention and performance-based | — | $86,000 (awarded 2024; includes $40,000 retention and $46,000 performance-based for Cherokee integration/timely filings; paid in 2025 except one tranche) |
| LTIP – Target Mix | RSUs two-thirds; PSUs one-third (annual) | Yes | Yes |
| LTIP – PSUs Granted (#) | Annual PSUs granted | 1,010 | 2,641 |
| LTIP – RSUs Granted (#) | RSUs granted | 2,018 and 25,000 (one-time) | 5,283 and 4,000 (one-time) |
| LTIP – PSU Vesting Result | Earned/vested based on metrics | Fully vested Mar 28, 2024 | Fully vested Mar 12, 2025 |
| Stock Awards Vesting – Shares (#) | Shares acquired on vesting | 9,204; value $142,203 | 12,587; value $156,327 |
2024 AIP Performance Scorecard
| Metric | Weighting | Threshold | Target | Maximum | Actual | Weighted Factor | Weighted Score |
|---|---|---|---|---|---|---|---|
| Health, Safety & Environmental Goals | 10% | 2 of 4 | 4 of 4 | + “Stretch” on 2 | 4 of 4, Plus 2 | 150% | 15% |
| Total CAPEX | 15% | $39.0m | $36.0m | $33.0m | $26.8m | 150% | 22% |
| Return on CAPEX | 10% | 20% | 35% | 50% | >50% | 150% | 15% |
| Base Oil Production | 10% | 0.80 MMBbls | 0.95 MMBbls | 1.10 MMBbls | 0.92 MMBbls | 91% | 9% |
| Total Base Production | 15% | 5.4 MMBoe | 5.9 MMBoe | 6.4 MMBoe | 6.1 MMBoe | 122% | 18% |
| Lease Operating Expense | 25% | $43.0m | $39.5m | $36.0m | $40.0m | 106% | 27% |
| Adjusted G&A | 15% | $11.0m | $9.8m | $8.5m | $9.3m | 120% | 18% |
| Total | — | — | — | — | — | — | 124% |
2024 LTIP PSU Metrics and Results
| Metric | Annual Target Ranges | Actual Result | Vesting Outcome |
|---|---|---|---|
| Adjusted G&A Expense | $8.5m–$11.0m | $9.3m | Earned (met targets; PSUs vested Mar 12, 2025) |
| Lease Operating Expense | $36.0m–$43.0m | $40.0m | Earned |
| Base Oil Production & CAPEX | 0.80–1.10 MMBbls and $33.0m–$39.0m | 0.92 MMBbls | Earned |
| Total Production AND CAPEX | 5.4–6.4 MMBoe and $33.0m–$39.0m | 6.1 MMBoe | Earned |
Equity Grants and Vesting Schedules (Brandon Brown)
| Grant Date | Type | Shares (#) | Grant-Date Fair Value ($) | Vesting Terms |
|---|---|---|---|---|
| 4/5/2023 | RSU | 2,018 | $30,896 | Vests in equal annual installments over 3 years . |
| 4/5/2023 | PSU | 1,010 | $15,463 | Vests at end of 1-year performance period if metrics achieved; fully vested Mar 28, 2024 . |
| 11/14/2023 | RSU (one-time) | 25,000 | $375,000 | Equal annual installments over 3 years . |
| 5/17/2024 | RSU | 5,283 | $72,007 | Equal annual installments over 3 years (some RSUs may cliff vest at year 3) . |
| 5/17/2024 | PSU | 2,641 | $35,997 | 1-year performance period; fully vested Mar 12, 2025 . |
| 9/22/2024 | RSU (performance-linked) | 4,000 | $48,880 | 25% on timely filing of 2024 10‑K; 25% on 9/1/2025; 25% on each 9/1 anniversary thereafter . |
Equity Ownership & Alignment
| Metric | Value |
|---|---|
| Beneficial Ownership (as of 4/24/2024) | 3,026 shares; <1% of outstanding |
| Anti-hedging / Anti-pledging | Company prohibits pledging and hedging by executives |
| Stock Ownership Guidelines | Executives must comply within 5 years; until compliant, required to hold 60% of net shares issued |
| Stock Awards Vested in 2023 | 9,204 shares; $142,203 value |
| Stock Awards Vested in 2024 | 12,587 shares; $156,327 value |
Outstanding Equity Awards at Fiscal Year-End 2024 (Market value at $11.71/share)
| Award Type | Grant Date | Unvested Shares (#) | Market Value ($) |
|---|---|---|---|
| RSU | 3/15/2022 | 740 | $8,665 |
| RSU | 4/05/2023 | 1,345 | $15,750 |
| RSU | 11/14/2023 | 16,666 | $195,159 |
| RSU | 5/17/2024 | 5,283 | $61,864 |
| RSU | 9/22/2024 | 4,000 | $46,840 |
| PSU (unearned at 12/31/24; later vested) | 5/17/2024 | 2,641 | $30,926 |
Outstanding Equity Awards at Fiscal Year-End 2023 (Market value at $13.67/share)
| Award Type | Grant Date | Unvested Shares (#) | Market Value ($) |
|---|---|---|---|
| RSU | 2/26/2021 | 1,830 | $25,016 |
| RSU | 3/15/2022 | 1,480 | $20,232 |
| RSU | 4/05/2023 | 2,018 | $27,586 |
| PSU (unearned at 12/31/23; later vested) | 4/05/2023 | 1,010 | $13,807 |
| RSU (one-time) | 11/14/2023 | 25,000 | $341,750 |
Employment Terms
- Employment agreement: No formal employment agreement; executives receive base salary and benefits; LTIP/AIP participation via award agreements and policy acknowledgements .
- Severance: Eligible under SandRidge Severance Pay Plan; 8 weeks for Brown if involuntarily terminated without Cause; cash severance estimate $41,538 as of 12/31/2024 .
- Equity treatment on termination/change in control: No automatic payment or continued/accelerated vesting under AIP/LTIP/Omnibus plans absent Compensation Committee or Board discretion .
- Clawback: Dodd-Frank compliant clawback policy effective Oct 2, 2023; 3-year lookback; applies regardless of fault; legacy clawback remains in place for pre-10/2/2023 compensation .
- Deferred compensation and pensions: No defined benefit pension plans and no nonqualified deferred compensation arrangements .
- Health & welfare benefits: Eligible for medical, dental, vision, disability, life insurance (standard programs) .
Compensation Structure Analysis
- Mix and risk: Compensation emphasizes variable pay tied to operational metrics via AIP and annual PSUs; RSUs vest over 3 years to drive retention .
- Metric rigor: 2024 AIP/PSU metrics focused on CAPEX, returns, production, LOE, and adjusted G&A—direct drivers of EBITDA and cash generation; performance achieved at or near maximum on several metrics (e.g., Total CAPEX, Return on CAPEX) .
- Discretionary elements: One-time retention bonus ($40k) and performance-based bonus ($46k) recognized for acquisition integration and timely filings; RSU grant tied to filing milestones creates short-term vesting catalysts .
- Options: No option grants disclosed for Brown; overall company did not grant options in 2022–2024 .
Related Party Transactions and Red Flags
- Hedging/pledging prohibited; reduces alignment risk from collateralized holdings .
- Clawback enforced; mitigates restatement risk and pay reversals .
- No loans or related-party transactions disclosed regarding Brown in reviewed materials; severance modest with no CoC multiples or gross-ups noted .
Compensation Peer Group and Say-on-Pay
- PvP peer group: S&P 500 Oil & Gas Exploration & Production Select Industry Index used for Item 201(e) benchmarking .
- Say-on-Pay history: Not disclosed in reviewed sections; vote outcomes not available in cited materials.
Expertise & Qualifications
- Education: B.S. Accounting, Southern University and A&M College; Certified Public Accountant .
- Technical domain: Financial reporting, audit, controllership, SEC filings; execution evidenced by performance award tied to integration and timely pro forma/10‑K filings .
Work History & Career Trajectory
| Organization | Role | Time at Company | Notes |
|---|---|---|---|
| SandRidge Energy | Corporate Controller → VP Accounting → CFO → SVP & CAO | 2020–present | Progressive responsibility culminating in CAO role . |
| Black Stone Minerals | Assistant Controller & Financial Reporting Manager | 2016–2020 | Public MLP reporting experience . |
| Goodrich Petroleum | Assistant Controller & financial reporting roles | 2011–2016 | E&P accounting depth . |
| HEIN & Associates; Ernst & Young | External Auditor | Pre-2011 | Audit foundation . |
Performance & Track Record
- Company outcomes during Brown’s leadership tenure include cumulative TSR value of initial $100 of $511 in 2024, Net Income $62,986k, and Total Production 16.5 Mboe/d in 2024; 2023 showed $60,857k Net Income and cumulative TSR of $512 .
- AIP/PSU performance targets met/near-max for CAPEX and returns, and solid outcomes on LOE and production, supporting pay-for-performance alignment .
Equity Ownership & Alignment – Additional Detail
- Ownership level: 3,026 shares (<1%); combined with significant unvested RSUs indicates future ownership accretion but limited current “skin-in-the-game” vs salary multiples; pledging/hedging barred by policy .
- Vesting cadence: Meaningful RSU tranches vest annually; special 9/22/2024 RSU tranche linked to filing milestones creates near-term vesting events .
Investment Implications
- Alignment: Compensation is tightly linked to operating levers (CAPEX efficiency, LOE, production, adjusted G&A), and PSUs are all-or-nothing annually—supporting pay-for-performance discipline .
- Retention vs selling pressure: Annual RSU vesting plus milestone-based RSUs may create periodic supply; modest severance (8 weeks; ~$41.5k) implies limited CoC windfall risk and moderate retention reliance on equity accrual .
- Governance quality: Anti-pledging/hedging and robust clawback reduce risk; absence of employment contracts and CoC accelerations limits entrenchment dynamics .
- Ownership: Direct beneficial ownership is low (<1%), but sizable unvested RSUs and completed PSU vestings contribute to longer-term alignment as awards convert; monitor vesting dates for potential trading activity .