Nancy Dunlap

About Nancy Dunlap

Nancy Dunlap (age 72) is an independent director of SandRidge Energy, Inc. (SD) since October 2022. She chairs the Nominating & Governance Committee and serves on the Audit and Compensation Committees. Dunlap holds a J.D. from St. John’s University School of Law and a B.A. from the University of Denver, and has served since 1999 as private counsel and head/Chairman of Jon S. Corzine’s private family office . The Board has affirmatively determined she is independent under NYSE and SEC standards .

Past Roles

External Roles

Board Governance

• Committee assignments and chair roles:

  • Chair, Nominating & Governance Committee
  • Member, Audit Committee (all members are “audit committee financial experts”)
  • Member, Compensation Committee

• Board independence and leadership:

  • Board determined Dunlap independent; independent majority; all Audit and Compensation members independent .
  • Independent Board Chair (Vincent Intrieri); roles of Chair and CEO separated .

• Meetings, attendance, engagement:

  • Board held 17 meetings in 2024; each incumbent director attended at least 75% of Board and committee meetings; Dunlap attended the 2024 annual meeting of stockholders .
  • Independent directors held executive sessions at regularly scheduled meetings, presided over by the Chair .

• 2025 Director election results (stockholder confidence signal): | Director | Votes For | Votes Against | Abstentions | Broker Non-Votes | |---|---:|---:|---:|---:| | Nancy Dunlap | 21,325,424 | 3,666,099 | 51,187 | 5,910,923 | | J. A. Firestone | 24,727,193 | 269,060 | 46,457 | 5,910,923 | | V. Intrieri | 24,528,629 | 473,220 | 40,861 | 5,910,923 | | G. Pranin | 24,915,983 | 86,471 | 40,256 | 5,910,923 | | R. C. Read | 22,011,195 | 2,985,590 | 45,925 | 5,910,923 |

Note: Dunlap and Read drew higher “Against” votes relative to peers, a potential signal of heightened investor scrutiny of specific directors .

Fixed Compensation

2024 Total Director Compensation (Dunlap):

Cross-check: Dunlap’s cash fees align with role-based retainers (Director $25k + N&G Chair $10k + Audit member $10k + Compensation member $7.5k = $52.5k) .

Performance Compensation

• Equity structure (non-employee directors):
  • Annual equity retainer targeted at ~$150,000 in restricted stock; grants followed the 2024 annual meeting (June 12, 2024) .
  • Vesting: earlier of first anniversary of grant or the day immediately preceding the next annual meeting .
  • Dividends accrue on restricted awards and are paid only upon vesting .

Director equity terms (time-based, no performance metrics):

Other Directorships & Interlocks

• Additional governance network context:
  • SD Board Chair Vincent Intrieri has extensive Icahn affiliations and current/previous Icahn-related directorships, indicating broader Icahn network influence within SD’s board composition .
  • Compensation Committee Interlocks: In 2024, no SD executive served on any outside comp committee where an SD director was an executive; all SD comp committee members were non-employee directors .

Expertise & Qualifications

• Legal and governance expertise: J.D. (St. John’s), BA (University of Denver); decades leading a major family office (Corzine) .
• Energy/finance/government experience cited by SD as board qualifications .
• Audit Committee “financial expert” designation (as determined by the Board for all Audit Committee members, including Dunlap) .

Equity Ownership

Related-Party Exposure & Policies

• Policy: Related-party transactions (>$120,000 with a related person) must be reviewed and approved by disinterested Audit Committee members; factors include third-party comparables and benefits to the Company .
• Conflicts context:
  • Icahn Reporting Persons own 13.1% of SD; Dunlap serves on the board of Icahn Enterprises G.P. Inc., creating a potential perception of influence/interlock; independence has been affirmed by the Board under NYSE/SEC standards .

Director Compensation Program Structure (Context)

• Non-employee director compensation mix emphasizes equity: ~$150,000 in restricted stock plus modest cash retainers (see Fixed Compensation and Performance Compensation above) .
• Indemnification: SD provides indemnification agreements and D&O insurance for directors .

Say-on-Pay & Shareholder Feedback (Context)

• Prior say-on-pay support: ~97% average FOR at 2022–2024 annual meetings .
• 2025 say-on-pay vote: 22,574,286 FOR; 1,364,932 AGAINST; 1,103,492 ABSTAIN; 5,910,923 broker non-votes .

Governance Assessment

• Strengths:

  • Independent director with multi-committee service; chairs Nominating & Governance; designated “audit committee financial expert” cohort; consistent attendance thresholds met .
  • Compensation alignment for directors is equity-heavy with time-based vesting and stock ownership/anti-hedging/anti-pledging policies that support alignment .
  • Formal clawback policy (executive context) and robust related-party review policy indicate governance discipline .

• Watch items / potential RED FLAGS:

  • Interlock exposure: Current directorship at Icahn Enterprises G.P. Inc. alongside Icahn Reporting Persons’ 13.1% SD stake; multiple SD board members with Icahn affiliations — may raise investor concerns about independence in practice despite formal independence determinations .
  • Shareholder vote signal: Dunlap received materially higher “Against” votes than several peers in 2025 director elections, indicating incremental investor scrutiny; continued engagement advisable .

• Overall implication for investor confidence:

  • Formal governance structures (independence, committee composition, risk oversight, anti-hedging/pledging, ownership guidelines) are in place; however, perceived influence from significant shareholder interlocks and relative vote outcomes should be monitored through engagement and transparent committee oversight reporting .