Brett Icahn

About Brett Icahn

Brett Icahn (age 45) was appointed to SandRidge Energy’s Board effective August 1, 2025; the Board was expanded from five to six seats and his term runs until the 2026 annual meeting . He is a portfolio manager at Icahn Capital LP and a director of Icahn Enterprises L.P.; he earned a B.A. from Princeton University . The company said his compensation will follow standard non‑employee director arrangements and that he will enter into the company’s standard indemnification agreement . A Board-level confidentiality agreement permits him, as a shareholder designee, to share certain Company information with Icahn-affiliated entities under strict confidentiality and legal privilege protections .

Past Roles

External Roles

Board Governance

• Appointment and board size: Appointed Aug 1, 2025; Board increased to six members .
• Leadership: Independent Chair Vincent Intrieri; Chair and CEO roles separated .
• Independence: 2025 proxy found a majority of directors independent (Intrieri, Firestone, Read, Dunlap) and CEO Pranin not independent; Brett Icahn’s independence determination was not covered in the April 28, 2025 proxy and was not specified in his 8‑K appointment filing .
• Committee assignments: Not disclosed in the July 22, 2025 8‑K .
• Executive sessions and attendance: In 2024, all incumbent directors attended at least 75% of Board/committee meetings; independent directors met in executive session as needed; the Chair presided .
• Risk oversight: Audit Committee and Board oversee operational, financial, legal, human capital, cybersecurity, hedging, and reserves risks; Compensation Committee monitors comp risk; Nominating & Governance handles succession and governance risks .

Committee structure (as of 2025 proxy):

Fixed Compensation

Non‑employee director pay framework (per 2025 proxy; applies to new directors unless changed):

In 2024, disclosed director compensation outcomes aligned with this framework (e.g., Dunlap total $204,973; Firestone $194,973; Read $217,473) .

Performance Compensation

Directors receive time‑based equity; no performance metrics are described for director equity awards. Restricted stock granted under the Omnibus Incentive Plan vests on time/meeting schedule, not on performance conditions .

Other Directorships & Interlocks

• Multiple SD directors have historical or current affiliations with Icahn‑related entities, creating potential network interlocks:
  • Vincent Intrieri (Chair): Long‑tenured former senior executive at Icahn entities; served on numerous boards of companies controlled or influenced by Carl C. Icahn .
  • Nancy Dunlap: Director of Icahn Enterprises G.P. Inc. since April 2021; prior director at CVR Refining (Icahn‑related) .
  • Jaffrey “Jay” Firestone: Director at CVR Energy and Enzon; previously at Voltari (indirectly controlled by Icahn) .
  • Brett Icahn: Current director at Icahn Enterprises; portfolio manager at Icahn Capital .

These interlocks heighten the need for robust conflict management and independent oversight.

Expertise & Qualifications

• Capital allocation and activist investing experience from Icahn Capital and board roles at IEP, Bausch Health, and Bausch + Lomb .
• Prior board exposure across industrials, consumer, healthcare, and technology (e.g., Dana, Newell, Take‑Two, Hain Celestial, Nuance) .
• Education: B.A., Princeton University .

Equity Ownership

• Ownership amounts for Brett Icahn at SD were not disclosed in the appointment 8‑K; he will be compensated per the standard director program and will sign the company’s indemnification agreement .
• Stock ownership guidelines: Directors have five years to comply and must hold 60% of net shares until in compliance .
• Anti‑hedging/anti‑pledging: Executives and non‑employee directors are prohibited from hedging or pledging Company shares .
• Indemnification and D&O insurance provided under standard agreements .

Related-Party Exposure and Conflicts

• Confidentiality agreement: In connection with his appointment, SD entered into a confidentiality agreement with Icahn‑affiliated entities allowing the Shareholder Designee (Brett Icahn) to share Board‑level information with the Icahn group under strict confidentiality; exclusions protect attorney‑client privilege; agreement runs for two years after he leaves the Board .
• 8‑K representations: Company disclosed no Item 404(a) related‑party transactions involving Brett Icahn since the start of the last fiscal year; appointment not pursuant to any arrangement with the Company or another person (aside from the confidentiality arrangements referenced) .
• Policy: Related‑party transactions must be reviewed/approved by disinterested Audit Committee members; threshold >$120,000 .

RED FLAG: Information‑sharing arrangement with a significant shareholder group (Icahn entities) via a Board designee elevates conflict‑management risk and underscores the importance of Audit Committee oversight and strict adherence to insider trading and confidentiality controls .

Employment & Contracts (Director)

• Indemnification: Standard director indemnification agreement and D&O insurance coverage .
• No employment agreement (non‑employee director); compensation per director framework .

Say‑on‑Pay & Investor Feedback (context for governance quality)

• Average ~97% support on Say‑on‑Pay across 2022–2024, indicating strong shareholder support for executive pay design .

Governance Assessment

• Strengths:
  • Majority‑independent Board and fully independent Audit, Compensation, and Nominating & Governance committees; separated Chair/CEO roles .
  • Strong director attendance in 2024 (≥75%) and use of executive sessions .
  • Robust policies on anti‑hedging/pledging and director stock ownership guidelines .
• Watch items:
  • Multiple Icahn‑affiliated directors (Intrieri, Dunlap, Firestone connections; Brett Icahn appointment) create perceived alignment with a major shareholder; independence determinations for Brett Icahn have not yet been disclosed in a proxy .
  • The confidentiality agreement institutionalizes information flow to Icahn entities; strict compliance with confidentiality, insider trading, and conflict‑review policies will be critical .
• Near‑term monitoring:
  • Next DEF 14A: independence status, any committee assignments for Brett Icahn, related‑party disclosures (if any), and director equity grants under the standard program .
  • Any Form 4 filings reflecting equity grants or open‑market activity by Brett Icahn after appointment (not disclosed in the 8‑K) .