Christopher Sarofim

About Christopher Sarofim

Christopher B. Sarofim, 61, is an independent Class III director of Sable Offshore Corp. (SOC) and has served on the board since February 2024 (previously director of Flame Acquisition Corp. from March 2021 to February 2024) . He is Chairman and a director of Fayez Sarofim & Co., serves on its Executive, Finance and Investment Committees, and is recognized by the SOC board as an “audit committee financial expert” based on his investment and markets background; he holds an A.B. in History from Princeton University (1986) . SOC’s board has affirmatively determined he is independent under NYSE rules . His current SOC term runs to the 2027 annual meeting as a Class III director .

Past Roles

External Roles

Board Governance

• Committee assignments and chair roles (SOC): Audit Committee Chair; member of Compensation Committee; member of Nominating & Corporate Governance Committee .
• Audit Committee financial expert: Board determined Mr. Sarofim qualifies as an “audit committee financial expert” under SEC rules .
• Independence: SOC board designated Messrs. Dillard, Pipkin, and Sarofim as independent directors (75% of the board) .
• Attendance and engagement: In 2024, the Board held 7 meetings; Audit 5; Compensation 2; Nominating & Governance 0; no incumbent director attended fewer than 75% of applicable meetings .
• Board leadership/independent oversight: CEO is also Chair; no lead independent director; independent directors meet in executive session with Michael Dillard presiding .

Fixed Compensation (Director)

Performance Compensation (Director)

Other Directorships & Interlocks

• Current public board: Kemper Corp. (NYSE: KMPR) .
• Compensation Committee interlocks: None; SOC discloses no compensation committee interlocks or insider participation for Sarofim/Dillard/Pipkin .
• Network/overlaps at SOC: Multiple directors and insiders participated in the SPAC/business combination financing rounds (PIPEs); see Related-Party Transactions below for amounts and entities linked to Mr. Sarofim .

Expertise & Qualifications

• Capital markets and investment management expertise (portfolio management, securities analysis) via leadership at Fayez Sarofim & Co.; prior corporate finance at Goldman Sachs .
• Designated audit committee financial expert; all audit members meet financial literacy standards .
• Education: A.B., Princeton University, History (1986) .

Equity Ownership

Related-Party Exposure and Transactions

• First PIPE (at Business Combination closing, Feb 14, 2024): Investors included entities affiliated with Mr. Sarofim — Victorious Angel Group LTD ($30,000,000) and Fayez Sarofim & Co. ($30,000,000) — subscribing for shares at $10.00 per share; Mr. Sarofim is managing member of Victorious Angel Group LTD and direct, majority member of Fayez Sarofim & Co. .
• Policy governance: SOC adopted a written related person transaction policy at closing; Audit Committee reviews/approves related-person transactions per charter and policy .
• Timing note: “All related person transactions described in this section occurred prior to adoption of the formal, written policy... and therefore these transactions were not subject to the approval and review procedures set forth in the policy” .
• Other 2024 related-party transaction (not Sarofim): Purchase of transportation assets from Sable Aviation, an entity controlled by the CEO, for 600,000 shares (valued $15.2 million) .

Governance Assessment

• Strengths

  • Independent director; chairs Audit Committee and is designated an audit committee financial expert; all standing committees are fully independent .
  • Strong engagement signals: board/committee cadence disclosed (7/5/2/0 in 2024) with no incumbent director under 75% attendance .
  • Director pay aligned to equity: no cash in 2024; one-year vesting RS grant promotes ownership alignment; modest annual program for a micro-cap/SMID energy issuer .

• Watch items

  • Concentrated ownership: 10.1% beneficial owner while serving as Audit Chair; board affirms independence, but concentrated influence warrants monitoring around related-party approvals and recusal practices .
  • Related-party financing: Significant PIPE participation by entities managed/controlled by Mr. Sarofim occurred prior to formal related-party policy adoption; ensure future transactions follow policy with Audit Committee oversight and documented recusals .
  • Board structure: Combined CEO/Chair and no lead independent director; executive sessions are held and presided over by Michael Dillard, but absence of a formal lead independent role may be scrutinized by some investors .

• RED FLAGS (none specifically disclosed for Mr. Sarofim):

  • No disclosed hedging/pledging by Mr. Sarofim; policy restricts such activity .
  • No compensation committee interlocks; no Section 16(a) delinquencies reported .

Appendix: Committee Details (for context)

Sources

• SOC 2025 DEF 14A (filed April 17, 2025): Board/committee structure, independence, director biography, director compensation, beneficial ownership, related-party transactions, policy statements, and meeting attendance .