Jaffrey Firestone
SANDRIDGE ENERGYAbout Jaffrey “Jay” A. Firestone
Independent director since May 2021; age 68. Currently serves on the Audit Committee and Compensation Committee; the Board has also determined him to be an “audit committee financial expert” under SEC rules and independent under NYSE standards. Career operator and media executive—Chairman & CEO of Prodigy Pictures (since 2006); founded Fireworks Entertainment (1996), later becoming chairman & CEO of CanWest’s Fireworks division; has led two IPOs. Holds a degree in commerce from McMasters University.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Prodigy Pictures Inc. | Chairman & Chief Executive Officer | 2006–present | Producer of film/TV/cross‑platform media; operating leadership experience |
| Fireworks Entertainment | Founder; produced/distributed/financed TV/film | 1996–1998 | Built studio; subsequent acquisition by CanWest (1998) |
| CanWest Global – Fireworks division | Chairman & CEO | From 1998 (end date not disclosed) | Oversaw LA/London TV operations and Fireworks Pictures film unit; led two IPOs (cumulative career) |
External Roles
| Organization | Role | Tenure | Notes / Interlocks |
|---|---|---|---|
| CVR Energy, Inc. | Director | Since Jan 2020 | Icahn‑related company; SandRidge’s largest holder is Carl Icahn at 13.1%—potential influence nexus |
| Enzon Pharmaceuticals, Inc. | Director | Since Jun 2022 | Public biopharma directorship |
| Voltari Corporation | Director (former) | Not disclosed | Prior public company role |
| Academy of Canadian Cinema & Television | Director (non‑profit) | Not disclosed | Industry governance experience |
| ATAS International Council (Los Angeles) | Board service (non‑profit) | Not disclosed | Industry governance experience |
Board Governance
- Current board size: 5; nominees include Firestone. Independent directors (including Firestone) hold all committee seats; Board Chair is independent (Vincent Intrieri), separate from CEO.
- Committees and 2024 meetings:
- Audit (Chair: Read; Members: Dunlap, Firestone, Lipinski) – 12 meetings; all members deemed audit committee financial experts and independent.
- Compensation (Chair: Read; Members: Dunlap, Firestone, Intrieri) – 6 meetings; all members independent.
- Nominating & Governance (Chair: Dunlap; Members: Intrieri, Lipinski, Read) – 4 meetings; all members independent.
- Attendance and engagement: The Board met 17 times in 2024; each incumbent director attended at least 75% of Board and respective committee meetings; independent directors met in executive session at regularly scheduled meetings. Firestone attended the 2024 annual meeting of stockholders.
- Independence: Board affirmed Firestone’s independence under SEC/NYSE standards; a majority of directors are independent.
- Say‑on‑Pay signal: 2022–2024 average approval ~97%, indicating strong shareholder support for compensation governance.
Fixed Compensation (Non‑Employee Director – FY2024)
| Component | Amount (USD) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $42,500 | Reflects $25,000 annual cash retainer plus committee member retainers (Audit member $10,000; Compensation member $7,500). |
| Committee/Chair Retainer Schedule (Policy) | See notes | Non‑exec chair $50,000; Audit chair $20,000; Comp chair $15,000; N&G chair $10,000; Audit member $10,000; Comp member $7,500; N&G member $5,000. |
| All Other Compensation | $2,472 | Accrued dividends on RSU awards. |
| Total Cash/Other | $44,972 | Summation of cash and other. |
Performance Compensation (Non‑Employee Director – FY2024)
| Component | Grant/Value | Vesting / Metrics |
|---|---|---|
| Annual Equity Retainer (Restricted Stock) | $150,001 grant date fair value | Granted after 2024 annual meeting; vests on earlier of first anniversary of grant or day before next annual meeting; time‑based (no performance metrics). |
| Options | None since 2021 | Company has not granted stock options since 2021. |
Performance metric linkage for director pay: None disclosed; director equity retainer is time‑based RSUs (no performance conditions).
Other Directorships & Interlocks
- Current public boards: CVR Energy (since Jan 2020) and Enzon Pharmaceuticals (since Jun 2022); prior Voltari.
- Potential interlock/affiliation: Carl Icahn beneficially owns 13.1% of SandRidge; Firestone’s service on Icahn‑related CVR Energy may indicate alignment or influence channels. The proxy reports no compensation committee interlocks with Company executives.
- Board leadership: Independent Board Chair (Intrieri); committees composed solely of independent directors.
Expertise & Qualifications
- Audit committee financial expert; extensive experience with financial reporting highlighted by the Board.
- Operating/transactional background: founded and built media businesses; oversaw international operations; led two IPOs.
- Education: Degree in commerce (McMasters University).
Equity Ownership
| Measure | Amount | Date/Context |
|---|---|---|
| Beneficial ownership (shares) | 41,137 | As of April 14, 2025; less than 1% of outstanding shares. |
| Ownership as % of SO | <1% | Based on 36,687,591 shares outstanding. |
| Unvested RSUs/Restricted Shares | 11,236 | As of Dec 31, 2024 for Firestone (and certain peers). |
| Stock ownership guidelines | Required; 5‑year compliance window; must hold 60% of net shares until compliant | Company states all Board members (and CEO) meet requirements as of the proxy date. |
| Hedging/Pledging | Prohibited for directors | Anti‑hedging and anti‑pledging policy in place. |
Insider Form 4 activity (grants and resulting holdings):
- 2023-06-14: Award of 10,831 shares at $13.85; post‑transaction holdings 29,901 shares.
- 2024-06-12: Award of 11,236 shares at $13.35; post‑transaction holdings 41,137 shares.
- 2025-06-11: Award of 13,441 shares at $11.16; post‑transaction holdings 54,578 shares.
Governance Assessment
- Positives
- Independence and oversight: Firestone is independent, sits on Audit and Compensation, and is designated an audit committee financial expert; committees are fully independent with regular meetings and executive sessions.
- Alignment: Director pay is heavily equity‑weighted ($150k RSUs vs modest cash/retainer), subject to ownership guidelines and hold requirements; hedging/pledging prohibited.
- Shareholder confidence: Strong Say‑on‑Pay outcomes (~97% average 2022–2024).
- Watch items
- Influence/affiliation risk: Firestone’s CVR Energy directorship alongside Carl Icahn’s 13.1% stake in SandRidge could create perceived influence or coordination channels, though the Board affirms independence and discloses no comp‑committee interlocks with Company executives.
- Attendance detail: Company discloses “≥75%” attendance for all directors rather than director‑specific percentages; continue to monitor individual attendance disclosures in future proxies.
Policies and controls: The Company maintains a related‑party transactions review/approval process through the Audit Committee; clawback policy compliant with Dodd‑Frank/NYSE; no stock options granted since 2021.