Grayson Pranin
SANDRIDGE ENERGYAbout Grayson Pranin
Grayson Pranin, age 45, is President and Chief Executive Officer of SandRidge Energy (SD). He was appointed CEO effective July 16, 2021, after serving as SVP & COO (March 2021–July 2024), VP Engineering & Reservoir (from June 1, 2020), and holding various engineering, operational and leadership roles at SandRidge since December 2011. Prior experience includes engineering and operating roles at Pioneer Natural Resources (June 2010–November 2011). He served as a non-commissioned and commissioned officer in the U.S. Army Engineer Corps and holds a B.S. from the University of Nevada, Reno .
Recent company performance provides context for incentive alignment: revenues declined from $254.3M (FY22) to $148.6M (FY23) to $125.3M (FY24), while net income was $242.2M (FY22), $60.9M (FY23), and $63.0M (FY24). EBITDA was $193.7M (FY22), $86.8M (FY23), and $66.2M (FY24)* * * * * * *.
Financial performance (annual)
| Metric (USD) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues | $254.3M | $148.6M | $125.3M |
| Net Income | $242.2M | $60.9M | $63.0M |
| EBITDA | $193.7M* | $86.8M* | $66.2M* |
| *Values retrieved from S&P Global. |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| SandRidge Energy | President & CEO | Jul 2021–present | Led cost discipline and incentive refinement; oversaw 2024 Cherokee Shale integration . |
| SandRidge Energy | SVP & COO | Mar 2021–Jul 2024 | Drove operations and production optimization initiatives . |
| SandRidge Energy | VP Engineering & Reservoir | Jun 2020–Mar 2021 | Technical stewardship of reserves and engineering. |
| SandRidge Energy | Engineering/Operations roles | Dec 2011–present | Long-tenured leader with deep asset familiarity. |
| Pioneer Natural Resources | Engineering/Operating roles | Jun 2010–Nov 2011 | Built early operating experience in E&P. |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| U.S. Army Engineer Corps | Non-commissioned & commissioned officer | Not disclosed | Leadership, discipline, and project execution foundation. |
| University of Nevada, Reno | B.S. | — | Technical credentials . |
Fixed Compensation
| Component | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary | $325,000 | $343,269 | $359,289 |
| Target Bonus % (AIP) | — | — | 55% of base salary |
| Actual Annual Incentive Paid (AIP) | $211,250 | $186,365 | $245,091 |
| Discretionary/Retention Bonus | — | — | $40,000 one-time retention bonus |
| Stock Awards (RSUs/PSUs FV) | $162,512 | $162,500 | $192,496 |
| Option Awards (FV) | — | $261,260 (expiration extension of 2/4/2020 options) | — |
| All Other Compensation | $21,644 | $46,067 | $27,990 |
| Total Compensation | $720,406 | $999,461 | $864,866 |
Performance Compensation
Annual Incentive Program (AIP) – 2024 design
| Metric | Weighting | Target | Actual | Payout |
|---|---|---|---|---|
| Health, Safety & Environmental | 10% | Not disclosed | Not disclosed | Incorporated into AIP score . |
| Total CAPEX | 15% | Not disclosed | Not disclosed | Incorporated into AIP score . |
| Return on CAPEX | 10% | Not disclosed | Not disclosed | Incorporated into AIP score . |
| Base Oil Production | 10% | Not disclosed | Not disclosed | Incorporated into AIP score . |
| Total Base Production | 15% | Not disclosed | Not disclosed | Incorporated into AIP score . |
| Lease Operating Expenses | 25% | Not disclosed | Not disclosed | Incorporated into AIP score . |
| Adjusted G&A | 15% | Not disclosed | Not disclosed | Incorporated into AIP score . |
Final AIP payout amounts for 2024: Pranin $245,091; target opportunity 55% of base salary .
LTIP – PSUs (2024) metrics, targets, and results
| Metric | Annual Target Range | Actual Result | Payout | Vesting |
|---|---|---|---|---|
| Adjusted G&A | $8.5M–$11.0M | $9.3M | Earned | Fully vested Mar 12, 2025 . |
| Lease Operating Expense | $36.0M–$43.0M | $40.0M | Earned | Fully vested Mar 12, 2025 . |
| Base Oil Production & CAPEX | 0.80–1.10 MMBbls; $33.0M–$39.0M | 0.92 MMBbls | Earned | Fully vested Mar 12, 2025 . |
| Total Production & CAPEX | 5.4–6.4 MMBoe; $33.0M–$39.0M | 6.1 MMBoe | Earned | Fully vested Mar 12, 2025 . |
2024 Grants of Plan-Based Awards (CEO)
| Award Type | Grant Date | RSUs (#) | PSUs (#) | Grant-Date FV |
|---|---|---|---|---|
| RSU | 5/17/2024 | 9,415 | — | $128,326 |
| PSU | 5/17/2024 | — | 4,708 | $64,170 |
RSUs generally vest in three annual tranches; PSUs have a one-year performance period with forfeiture if metrics are not met .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 161,221 shares; <1% of outstanding . |
| Shares outstanding basis | 36,687,591 shares outstanding as of Apr 14, 2025 . |
| Stock ownership guidelines | CEO required to hold 50% of net shares until fully compliant; five-year compliance window; Board and Mr. Pranin meet requirements . |
| Hedging/pledging | Prohibited for executives and directors . |
| 2024 stock vested (CEO) | 46,893 shares; $630,669 value realized . |
| 2023 vesting/exercises (CEO) | Stock vested 60,066 shares ($926,791); options exercised 25,000 shares (net 10,999 after withholding); $339,456 value realized . |
Outstanding equity awards (CEO) at 12/31/2024
| Award | Grant Date | Status | Quantity | Terms |
|---|---|---|---|---|
| Stock Options | 8/27/2021 | Exercisable | 150,000 | $9.58 strike; expire 8/27/2031; vests over 5 anniversaries . |
| Stock Options | 8/27/2021 | Unexercisable | 100,000 | Same as above . |
| RSUs | 3/15/2022 | Unvested | 2,673 | MV $31,301; 3-year vest schedule . |
| RSUs | 4/05/2023 | Unvested | 4,717 | MV $55,236; 3-year vest schedule . |
| RSUs | 5/17/2024 | Unvested | 9,415 | MV $110,250; 3-year vest schedule . |
| PSUs | 5/17/2024 | Earned/Vested | 4,708 | Fully vested Mar 12, 2025 based on 2024 metrics . |
Employment Terms
| Topic | Key Terms |
|---|---|
| Employment agreement | The Company does not maintain formal agreements with continuing NEOs (including CEO); compensation set by Board; eligibility for benefit programs . |
| Severance plan | SandRidge Severance Pay Plan effective Jan 1, 2021; CEO eligible; salary continuation on involuntary termination without Cause; ranges up to 26 weeks based on tenure . |
| CEO severance estimate | $183,750 cash severance for involuntary termination without Cause, as of 12/31/2024 . |
| Equity treatment on termination | Severance Plan does not provide for equity award treatment; no automatic accelerated vesting on change-in-control absent Compensation Committee discretion . |
| Clawback | Dodd-Frank compliant clawback adopted Oct 2, 2023; 3-year lookback; applies regardless of fault; additional clawbacks in AIP/LTIP/equity agreements for misconduct/cause . |
| Insider trading policy | Filed as Exhibit 19.1 to FY2024 Form 10-K; compliance and no timing of awards around MNPI . |
| Anti-hedging/pledging | Prohibited for executives and directors . |
Board Governance and Director Service
- Director role: Grayson Pranin serves on SandRidge’s Board; the Board concluded he is not independent due to his CEO position .
- Committee roles: Audit, Nominating & Governance, and Compensation Committees are comprised solely of independent directors; chairs are Randolph Read (Audit, Compensation) and Nancy Dunlap (Nominating) .
- Board leadership: Vincent Intrieri joined as non-executive Chairman on Oct 1, 2024, separating chair and CEO roles .
- Meetings: 2024 meetings – Audit (12), Nominating (4), Compensation (6) .
Dual-role implications: CEO-director roles concentrate operational insight but reduce independence; mitigants include a non-executive Chairman, fully independent committees, explicit clawback and ownership policies, and high say-on-pay support (~97% FOR in 2022–2024) .
Director Compensation (context for board service)
- Non-employee director program: Aggregate compensation $175,000; Chairman $225,000; $25,000 cash retainer plus committee chair/member retainers; annual restricted stock grants up to $150,000 that vest by the next annual meeting .
- As a management director, Pranin’s director compensation is not listed; his compensation is captured in the NEO tables .
Investment Implications
- Pay-for-performance alignment: 2024 CEO incentives were tied to operational cost and production metrics (AIP) and PSUs earned only with multi-metric compliance; RSUs vest over three years, reinforcing retention and ownership mentality .
- Selling pressure/overhang: Significant annual vesting (46,893 shares in 2024; 60,066 in 2023) and periodic option exercises (25,000 in 2023) imply potential supply; mitigated by ownership guidelines requiring the CEO to hold 50% of net shares and anti-hedging/pledging policies .
- Severance/CoC risk: Severance is modest salary continuation ($183,750 estimated) with no automatic equity acceleration on change-in-control, reducing golden parachute risk; equity treatment remains discretionary .
- Governance quality: Non-executive Chairman and independent committees offset CEO-director independence concerns; robust clawback and high say-on-pay support (~97% FOR over 2022–2024) suggest shareholder-friendly posture .
- Execution risk: Financials indicate revenue compression from FY22 to FY24 while net income remained stable FY23–FY24; incentive scorecards emphasize cost discipline and production efficiency—investors should monitor sustained delivery against LOE, G&A, and production targets to support PSU earn-outs and AIP payouts * * * * * * .
All citations: .
Financial values marked with an asterisk were retrieved from S&P Global.