Vincent Intrieri

About Vincent Intrieri

Vincent Intrieri (age 68) is an independent Director and Chair of the Board at SandRidge (SD), appointed October 1, 2024; he serves on the Compensation Committee and the Nominating & Governance Committee . He is Founder/CEO of VDA Capital Management LLC (est. 2017) and previously held senior roles across Carl C. Icahn-related entities (1998–2016), including Senior Managing Director at Icahn Capital LP (2008–2016), with a B.S. in Accounting (with Distinction) from Penn State; he was formerly a certified public accountant . The Board explicitly maintains a separate Chair and CEO structure, with Intrieri as independent Board Chair .

Past Roles

External Roles

Board Governance

• Structure and independence
  • Independent Board Chair (Intrieri), with roles of Chair and CEO separated; Chair sets agendas and may call committee meetings; independent committees hold executive sessions .
  • Board independence: Firestone, Intrieri, Read, and Dunlap deemed independent; CEO Pranin not independent .
• Committees and 2024 meeting cadence
  • Audit Committee: Chair Read; Members Dunlap, Firestone, Lipinski; 12 meetings; all members independent and “audit committee financial experts” per SEC/NYSE .
  • Compensation Committee: Chair Read; Members Dunlap, Firestone, Intrieri; 6 meetings; all independent; committee oversees clawback enforcement .
  • Nominating & Governance Committee: Chair Dunlap; Members Intrieri, Lipinski, Read; 4 meetings; handles board evaluations, succession, conflicts, and overboarding assessments .
• Attendance and engagement
  • The Board held 17 meetings in 2024; each incumbent director attended at least 75% of Board and applicable committee meetings during their service period; independent directors met in executive session as needed .
• Compensation committee interlocks
  • 2024 Compensation Committee consisted of Read, Firestone, Intrieri (effective Oct 1, 2024) and Dunlap; no interlocks with management of other companies and no committee members were company employees .
• Related-party oversight and policies
  • Written related party transaction policy requires Audit Committee review/approval for transactions >$120,000 involving directors/officers/5% owners and related persons .
  • Anti-hedging/anti-pledging: policy prohibits pledging and hedging of Company stock by executives and non-employee directors .
  • Stock ownership guidelines: five years to comply; until then, non-employee directors must hold 60% of net shares issued; as of the filing date, all Board members and the CEO meet these requirements .

Fixed Compensation

Director compensation earned in FY2024 (partial-year for Intrieri):

Notes:

• Intrieri joined the Board as director and Chairman on October 1, 2024 (partial-year service) .
• 2024 non-employee director grants typically made June 12, 2024; Mr. Intrieri’s grant occurred October 1, 2024 on joining .

Performance Compensation

Performance-metric framework for director awards:

Clawbacks and risk controls:

• Company-wide clawback policy (effective Oct 2, 2023) with 3-year look-back for executives; equity plans include clawback provisions and cancellation/forfeiture on misconduct; timing of equity awards not coordinated with MNPI .

Other Directorships & Interlocks

Monitoring note: Given the significant Icahn shareholding and board member affiliations, investors may scrutinize potential perceived influence; SD discloses robust related-party review and confirms director independence .

Expertise & Qualifications

• Extensive leadership across public and private sectors; significant experience in energy and financial accounting; served as independent director across multiple energy companies .
• Board emphasizes his financial background for independent Board Chair role .
• QUALIFICATIONS section highlights business/leadership experience in energy and accounting as rationale for service .

Equity Ownership

Ownership alignment and restrictions:

• Stock ownership guidelines: five-year compliance period; until compliant, non-employee directors must hold 60% of net shares; as of the proxy, all Board members and the CEO meet these requirements .
• Anti-hedging and anti-pledging policies apply to directors (pledging prohibited) .

Governance Assessment

• Positives
  • Independent Board Chair and majority-independent Board; only independent directors on key committees .
  • Active oversight cadence with 2024 meeting frequency (Board: 17; Audit: 12; Comp: 6; N&G: 4) and at least 75% attendance for incumbents .
  • Director pay is primarily equity-based (alignment), with structured, modest cash retainers; clear role-based retainer framework .
  • Robust policies: related-party review, anti-hedging/anti-pledging, stock ownership guidelines, and clawbacks .
• Watch items / potential red flags
  • Icahn influence vector: 13.1% ownership; board connections to Icahn ecosystem (Intrieri past roles; Dunlap current role at Icahn Enterprises GP) could attract scrutiny; Board affirms independence and has RPT oversight .
  • Overboarding/time commitment: three concurrent public boards (SD Chair + RIG + HTZ + IFF) may raise workload questions; N&G Committee states it assesses time/availability and conflicts when recommending directors .

Appendices

Committee Memberships (2024)

Director Attendance (2024)

Director Compensation Program (Select Elements)