Doss R. Bourgeois
About Doss R. Bourgeois
Doss R. Bourgeois, 67, serves as Executive Vice President and Chief Operating Officer of Sable Offshore Corp. (SOC) and has held this role since February 2024; he previously served as EVP & COO of Sable Offshore Corp. since September 2021 and EVP & COO of Flame Acquisition from March 2023 to February 2024 . He has over four decades of upstream oil and gas experience, including senior roles at Freeport-McMoRan Oil & Gas (FM O&G), Plains Exploration & Production (PXP), Ocean Energy, and earlier engineering roles at Consolidated Natural Gas Producing Company and Mobil Oil; Bourgeois holds a B.S. in Petroleum Engineering from Louisiana State University . Company-level TSR or operating performance metrics tied to his tenure were not disclosed in the proxy.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Sable Offshore Corp. | EVP & COO | Sep 2021–present (EVP & COO since Feb 2024 at SOC) | Senior operating leadership overseeing offshore operations |
| Flame Acquisition Corp. | EVP & COO | Mar 3, 2023–Feb 2024 | Operational leadership pre-business combination |
| Sable Permian Resources, LLC | Executive Vice President | May 2017–Feb 2021 | Executive role in acquisition, consolidation, and optimization of upstream opportunities |
| Freeport-McMoRan Oil & Gas | President & COO | Jul 2015–Apr 2016 | Led FM O&G operations post-merger with PXP |
| Freeport-McMoRan Oil & Gas | EVP, Exploration & Production | Jun 2013–Jul 2015 | Oversaw E&P functions for FM O&G |
| Plains Exploration & Production (PXP) | EVP, Exploration & Production | Jun 2006–May 2013 | Senior E&P leadership until PXP merged into Freeport-McMoRan |
| Plains Exploration & Production (PXP) | VP Development | Apr 2006–Jun 2006 | Development leadership for upstream portfolio |
| Plains Exploration & Production (PXP) | VP—Eastern Development Unit | May 2003–Apr 2006 | Oversaw Eastern Development Unit |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ocean Energy, Inc. | Vice President | Aug 1993–May 2003 | Upstream leadership roles across development and operations |
| Consolidated Natural Gas Producing Co. | Production/Drilling Engineering | Aug 1983–Aug 1993 | Engineering roles in production and drilling |
| Mobil Oil Company | Drilling Engineering | Dec 1980–Aug 1983 | Early career drilling engineering |
| Louisiana State University | B.S., Petroleum Engineering | — | Technical credentials underpinning operational leadership |
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Salary (paid) | $664,615 | Pro-rated from February 14, 2024 following business combination |
| All Other Compensation | $30,500 | Includes 401(k) match and certain other benefits; no personal aircraft usage for Bourgeois |
| Base Salary (per Employment Agreement) | $800,000 | Initial base salary; subject to periodic review by Compensation Committee |
Performance Compensation
| Component | Metric/Condition | Target | Actual (2024) | Payout | Vesting |
|---|---|---|---|---|---|
| Annual Cash Incentive | Eligible once SYU Assets begin production; plan participation under 2023 Plan | 150% of base salary | Not disclosed for 2024 under annual plan | Not disclosed | Cash; contingent on future plan operation |
| Special Cash Payment (Post-Closing) | Compensation for previously uncompensated services prior to Closing | — | $750,000 | $750,000 | Paid in 2024 (one-time) |
| Restricted Stock Award | Earlier of (i) restart of production from SYU Assets or (ii) three years from Feb 14, 2024; service-based | 650,000 shares | 650,000 outstanding at 12/31/2024 | Market value $7,865,000 at 12/31/2024 | Vests per condition above under 2023 Plan |
- No option awards, PSUs, or explicit performance metrics/weightings for Bourgeois were disclosed; equity incentives are restricted stock with operational/time-based vesting triggers .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 650,000 shares of Common Stock (issued as restricted stock) |
| Ownership % of Outstanding | <1% of 89,338,358 shares outstanding as of April 14, 2025 |
| Vested vs. Unvested | Restricted stock unvested; vests on earlier of SYU restart or 3 years from Feb 14, 2024, subject to continued service |
| Options (Exercisable/Unexercisable) | None disclosed |
| Pledging/Hedging | Hedging and pledging prohibited; pledging only if pre-cleared by General Counsel per Insider Trading Policy |
| Ownership Guidelines | Not disclosed (no specific multiple of salary noted) |
Employment Terms
| Term | Detail |
|---|---|
| Agreement Date and Effective Timing | Employment agreements entered Nov 2, 2022; effective upon consummation of the Business Combination |
| Employment Type | At-will; three-year initial term with automatic one-year renewals on each anniversary |
| Base Salary | $800,000 (initial) |
| Annual Bonus Target | 150% of base salary; plan eligibility once SYU Assets begin production |
| Severance (COC) | If terminated without cause or resigns for good reason in connection with a change in control: cash severance equal to 3x the sum of base salary and three-year average annual bonus, plus accrued benefits |
| Severance (Non-COC) | Accrued benefits if terminated for cause or resigns without good reason; eligibility for accrued benefits in certain non-renewal/without-cause/good reason cases before a change in control or more than two years after a change in control |
| Good Reason (other NEOs) | Material/adverse change in title/responsibilities/reporting; CEO ceases to serve; material reduction in base salary; relocation outside greater Houston; material breach by Company |
| Change in Control Definition | 50%+ voting power change; Incumbent Board ceases to be majority; merger/reorg where pre-transaction stockholders own <50% post; liquidation/dissolution; sale of all/substantially all assets |
| Equity Plan | 2023 Incentive Award Plan adopted to align incentives; restricted stock awards granted post-Closing with operational/time-based vesting |
| Clawback / Tax Gross-Up | CEO has 4999 excise tax gross-up and accelerated vesting; clawback terms for other NEOs not disclosed |
Investment Implications
- Compensation structure emphasizes equity alignment through a large restricted stock grant (650,000 shares) that vests on an operational milestone (restart of SYU) or time, creating strong retention incentives through February 2027 and a potential supply event upon vesting if not staggered; no options or PSUs disclosed, reducing near-term selling pressure from option exercises .
- Change-in-control economics for Bourgeois are generous (3x base + 3-year average bonus), implying meaningful retention value but potential shareholder cost in a transaction; no disclosure of accelerated vesting for Bourgeois’ awards under COC beyond the plan’s general terms, limiting immediate equity windfalls vs. CEO’s explicit acceleration .
- Ownership is modest (<1%); insider trading policy restricts hedging and pledging (pre-clearance required), supporting alignment and lowering pledging-related risk; specific ownership guidelines (e.g., salary multiples) were not disclosed .
- 2024 cash compensation included a one-time $750,000 payment for prior uncompensated services rather than performance-based bonus, with annual incentive activation tied to SYU production, focusing operational execution as the gating factor for future cash incentives .