Randolph Read

About Randolph C. Read

Randolph C. Read, age 72, has served as an independent director of SandRidge Energy since June 2018. He is Chair of both the Audit Committee and the Compensation Committee and a member of the Nominating & Governance Committee; he is a CPA and holds an MBA in Finance from Wharton and a B.S. from Tulane, reflecting deep financial and governance expertise . The Board classifies him as independent under NYSE standards; the Audit Committee identifies all members, including Read, as “audit committee financial experts” .

Past Roles

External Roles

Board Governance

• Committee leadership and membership (2024): Audit (Chair: Read; 12 meetings), Compensation (Chair: Read; 6 meetings), Nominating & Governance (Member: Read; 4 meetings) .
• Independence and financial expertise: Read deemed independent under NYSE rules; all Audit Committee members (including Read) designated “audit committee financial experts” .
• Attendance and engagement: Board held 17 meetings in 2024; all incumbent directors attended at least 75% of Board and committee meetings; Read attended the 2024 annual meeting in person .
• Board composition/leadership: Board size 5; independent majority; independent Chair (V. Intrieri) separate from CEO .

Fixed Compensation

• Non‑employee director pay structure (2024–2025):
  • Annual cash retainer $25,000; additional annual retainers: non‑exec Chair $50,000; Audit Chair $20,000; Compensation Chair $15,000; Nominating/Gov Chair $10,000; committee membership retainers: Audit $10,000; Compensation $7,500; Nominating/Gov $5,000 .
  • Annual equity retainer: restricted stock up to approximately $150,000 grant-date fair value; vests at the earlier of one year or the day before the next annual meeting .

Notes: Read’s cash retainer reflects base ($25k) + Audit Chair ($20k) + Compensation Chair ($15k) + Nominating & Governance member ($5k) .

Performance Compensation

• Directors do not receive performance‑conditioned equity; the annual equity retainer is time‑vested restricted stock with dividend equivalents accrued and payable only upon vesting .
• 2024 unvested director equity positions: as of 12/31/24, Read held 11,236 unvested restricted shares (granted June 12, 2024) .

Other Directorships & Interlocks

Expertise & Qualifications

• CPA; designated audit committee financial expert; extensive capital markets and governance experience as President/CEO of investment and capital markets firms; MBA (Wharton), B.S. (Tulane) .
• Leadership credibility evidenced by dual committee chair roles (Audit and Compensation) and prior service as chair on other boards .

Equity Ownership

Governance Assessment

• Strengths

  • Independence and expertise: Independent director; Audit Committee financial expert; dual chair roles (Audit and Compensation) indicate strong board confidence and governance depth .
  • Engagement: ≥75% attendance in 2024; attended annual meeting in person; committees were active (Audit 12; Comp 6; N&G 4) .
  • Alignment and safeguards: Significant personal holding for a director; equity retainer in stock; robust stock ownership guidelines; anti‑hedging/anti‑pledging policies; Dodd‑Frank compliant clawback policy .
  • Investor support: Say‑on‑pay averaged ~97% FOR across 2022–2024, signaling broad shareholder alignment with compensation governance .

• Watch items

  • Committee workload concentration: Read chairs both Audit and Compensation simultaneously; while evidencing capability, dual chairing can increase workload and key‑person concentration risk on oversight functions .
  • Interlocks/board network: Read serves as independent Chair of Enzon Pharmaceuticals and holds other governance roles; ongoing monitoring for potential interlocks with counterparties or significant shareholders is prudent (no SD‑specific conflict disclosed) .

• Related parties/conflicts

  • Policy: All related‑party transactions require review/approval by disinterested Audit Committee members; thresholds and definitions consistent with SEC rules .
  • Disclosure: The 2025 proxy’s related‑party section sets policy and does not identify any transaction involving Mr. Read in the materials reviewed .

Say‑on‑Pay & Shareholder Feedback Context

• Advisory vote on NEO compensation averaged ~97% FOR over 2022–2024; Board/Compensation Committee cite ongoing investor outreach and pay‑for‑performance alignment as guiding principles .

Appendix: Board/Committee Snapshot (2024)