Ray N. Walker, Jr.
About Ray N. Walker, Jr.
Independent director (age 67) serving on SEI’s Board since August 2018, currently a member of the Compensation Committee. Walker is Chief Operating Officer of Encino Energy (private) since September 2018; previously EVP & COO at Range Resources (NYSE: RRC) until April 2018. A petroleum engineer with 45+ years of operations/management experience; B.S. in Agricultural Engineering with honors from Texas A&M University. Independent under NYSE standards; stood for re-election in 2025 (Class II) and received strong shareholder support.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Range Resources Corporation | Executive Vice President & Chief Operating Officer | Jan 2014 – Apr 2018 | Led operations; earlier roles included SVP-Environment, Safety & Regulatory and SVP-Marcellus Shale (led Marcellus division) |
| Range Resources Corporation | Various roles | 2006 – 2013 | Progressively senior operating leadership |
| Halliburton Company | Technical and management roles | Not disclosed | Petroleum engineering/operations background |
| Union Pacific Resources Group, Inc. | Not disclosed | Not disclosed | Operations/management experience |
| Several private companies (officer) | Officer | Not disclosed | Operations/management experience |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Encino Energy (private) | Chief Operating Officer | Sep 2018 – present | Private oil & gas acquisition/development company |
No other current public-company directorships disclosed for Walker.
Board Governance
- Board independence: Walker determined independent (NYSE), alongside a majority of the Board.
- Committee assignments: Compensation Committee member; 2024 composition was Parker (Chair), Walker, Teague; met twice with one unanimous written consent action.
- Attendance: Board met 11 times in 2024; all directors attended at least 75% of Board/committee meetings; all directors attended the 2024 annual meeting.
- Lead Independent Director: F. Gardner Parker designated in March 2019; leads executive sessions of non-management directors.
Fixed Compensation
| Item (2024) | Value |
|---|---|
| Annual cash retainer (non-employee director) | $65,000 |
| Committee membership equity award (Comp Committee member) | Included within stock award; program specifies $5,000 equity value for members (non-chairs) |
| Annual equity award (non-employee director) | Program level $140,000 (grant date fair value); actual grant fair value for Walker in August 2024 totaled $151,310 |
| Total 2024 director compensation (cash + equity) | $216,310 |
| Meeting fees | None; reasonable travel/out-of-pocket reimbursed |
Program details: Chairs receive higher cash retainers (Audit $90k; Comp $75k; N&G $75k), Lead Independent Director +$20k cash; equity adders: $10k Audit members (non-chair), $5k Comp/N&G members (non-chair).
Performance Compensation
| Performance-Based Elements in Director Pay | Metrics | Vesting | Notes |
|---|---|---|---|
| None disclosed for non-employee directors | N/A | Restricted stock awards are time-based, not performance-based | Non-employee directors held unvested restricted stock; no PSUs disclosed for directors |
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict |
|---|---|---|
| None disclosed (public companies) | N/A | N/A |
Note: Other SEI directors have ties to ARIS, Antero entities, etc., but no such external board ties are disclosed for Walker.
Expertise & Qualifications
- Petroleum engineer with 45+ years in oil & gas operations and management; deep experience leading large-scale shale development and operational safety/regulatory functions.
- Degree: B.S. Agricultural Engineering (honors), Texas A&M University.
- Executive leadership credentials: Former EVP/COO at Range Resources; current COO at Encino Energy.
Equity Ownership
| Metric | Value |
|---|---|
| Class A shares beneficially owned (Mar 21, 2025) | 56,905 (<1% of class) |
| Class B shares beneficially owned | None |
| Combined voting power | 56,905 (<1%) |
| Unvested restricted Class A shares (with voting, no dispositive power) | 12,372 |
| Pledging of SEI shares | None; no current director has pledged shares |
| Hedging/Pledging policy | Hedging prohibited; pledging prohibited absent Audit Committee waiver |
Governance Assessment
- Independence and attendance: Independent director; met attendance expectations; active on Compensation Committee. Signal: Positive for board effectiveness.
- Shareholder support: Re-elected May 2025 with 50,795,563 votes for vs. 7,218,413 withheld; suggests strong investor confidence.
- Pay structure alignment: Equity-heavy director compensation, no meeting fees; standard industry retainer levels; time-based RSAs enhance alignment without short-term risk incentives.
- Ownership alignment: Holds 56,905 Class A shares plus 12,372 unvested RSAs; modest (<1%) stake but consistent with director norms; anti-hedging/pledging policy supports alignment.
- Potential conflicts: Current COO at Encino Energy (private) creates industry proximity but no related-party transactions involving Walker disclosed; independence affirmed by Board.
Signals & Voting Outcomes
| Item | 2025 Result |
|---|---|
| Election of Class II Directors – Ray N. Walker, Jr. | For: 50,795,563; Withheld: 7,218,413; Broker Non-Votes: 3,532,120 |
| Say-on-Pay (advisory) | For: 57,319,265; Against: 674,866; Abstentions: 19,845; Broker Non-Votes: 3,532,120 |
| Prior say-on-pay support (2024) | ~96% approval (proxy disclosure) |
Compensation Committee Analysis (Context)
- Composition: Parker (Chair), Walker, Teague; fully independent; authority to engage/terminate compensation advisers; uses peer data and consultant input.
- Consultant: Pearl Meyer engaged to review director compensation (2023) and executive program (Dec 2022). No interlocks involving SEI executives disclosed.
Related Party Transactions & Conflicts
- Policy: Audit Committee reviews/approves related party transactions under Item 404; compliance reported.
- Disclosures: No related-party transactions since Jan 1, 2024 outside those detailed (primarily arrangements related to CEO-owned entities and the MER acquisition); none involving Walker disclosed.
Risk Indicators & Red Flags
- Hedging/pledging prohibited (waiver required for pledging); no pledging by directors.
- No option repricing; director equity is RSAs (time-based).
- Section 16 compliance: No delinquent filings in 2024.
- No executive compensation committee interlocks/insider participation reported.
- Related party transactions monitored; none implicating Walker.
Director Compensation (Detail for 2024)
| Component | Amount |
|---|---|
| Fees Earned or Paid in Cash | $65,000 |
| Stock Awards (Grant-Date Fair Value) | $151,310 |
| Total | $216,310 |
| Unvested Restricted Stock (as of 12/31/24) | 12,372 shares |
Insider Trades
- Section 16(a) compliance: To the Company’s knowledge, no director failed to timely file Forms 3/4/5 in 2024. (Proxy did not list individual Form 4 trades for Walker.)
Summary
- Walker brings deep operating expertise and industry network to SEI’s Board, with independence affirmed and active Compensation Committee service.
- Compensation structure is balanced, largely equity-based, and free of meeting fees; equity grants are time-based for directors, supporting alignment without short-term risk-taking.
- Ownership is modest but supported by anti-hedging/pledging policies; no related-party or conflict issues disclosed involving Walker.
- Strong re-election vote and solid say-on-pay outcomes indicate favorable investor sentiment and governance stability.