Gregory Pipkin
About Gregory Pipkin
Gregory Pipkin, 65, is an independent Class II director of Sable Offshore Corp. (SOC) serving since February 2024; he chairs the Compensation Committee and sits on the Audit and Nominating & Corporate Governance Committees . He is Senior Managing Director at NRI Energy Partners (since Nov 2016) and previously co-headed the Houston office of Barclays’ Natural Resources Group (2008–2016); he holds a B.S. in Chemical Engineering and an MBA from the University of Texas at Austin .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NRI Energy Partners | Senior Managing Director | Nov 2016–present | Energy investment/advisory leadership |
| Barclays PLC, Natural Resources Group (Houston) | Co-head & Managing Director | Sep 2008–Nov 2016 | Led energy investment banking coverage |
| Flame Acquisition Corp. | Director | Mar 2021–Feb 2024 | Predecessor SPAC to SOC |
| Family Legacy Missions International | Board member | Not specified | Non-profit board service |
External Roles
| Organization | Type | Role | Status/Tenure | Notes |
|---|---|---|---|---|
| Morningstar Partners LP | Private O&G | Director | Current (date not specified) | Central Basin Platform/Permian producer |
| Family Legacy Missions International | Non-profit | Board member | Prior service | Mission serving children in Zambia |
| Flame Acquisition Corp. | SPAC (public pre-combination) | Director | Mar 2021–Feb 2024 | Predecessor to SOC |
Board Governance
Committee assignments
| Committee | Member | Chair | Notes |
|---|---|---|---|
| Compensation | Yes | Yes | Oversees exec and director pay; authority to hire advisors |
| Audit | Yes | No | All independent; Sarofim is “audit committee financial expert” |
| Nominating & Corporate Governance | Yes | No | All independent; board evaluations and succession oversight |
Governance facts
| Item | Detail |
|---|---|
| Independence status | Determined independent by the board under NYSE rules |
| Years of service (SOC) | Director since Feb 2024; term runs to 2026 annual meeting |
| Attendance | No incumbent director attended fewer than 75% of 2024 board/committee meetings |
| Lead independent director | None; independent directors meet in executive session; Michael Dillard presides |
| Committee activity (2024) | Board 7 mtgs; Audit 5; Compensation 2; Nominating 0 |
Fixed Compensation (Director)
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $0 | No cash fees for 2024 |
| Committee chair/member fees | $0 | No additional committee fees disclosed |
| Meeting fees | $0 | Not paid; reasonable expenses reimbursed |
Performance Compensation (Director)
| Grant Date | Award Type | Shares | Vesting | Grant Date Fair Value/Expense |
|---|---|---|---|---|
| Apr 19, 2024 | Restricted stock (Initial + 2024 annual award) | 52,778 | Vest on first anniversary | $578,447 per director (ASC 718) |
| Apr 25, 2025 | Annual stock grant (non-employee directors) | 25,000 per director | Not specified | Weighted-average grant date FV $19.82/share; $1.5M expense across Board in 9M 2025 |
Director pay mix is equity-heavy with no cash retainers in 2024, aligning director interests with shareholders .
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Current public company directorships | None disclosed for Pipkin |
| Compensation Committee interlocks | None; no member has served as an officer of SOC; no executive officer serves on another company’s comp committee where a SOC director is an officer |
Expertise & Qualifications
- Energy finance/investment banking: Senior roles at NRI and Barclays’ Natural Resources Group; deep sector transaction experience .
- Governance/compensation: Chairs SOC’s Compensation Committee; sits on Audit and Nominating committees .
- Education: B.S. Chemical Engineering; MBA, University of Texas at Austin .
Equity Ownership
| Component | Amount | Notes |
|---|---|---|
| Common stock (direct) | 40,262 | As of record date Apr 14, 2025 |
| Restricted stock (unvested at record date) | 52,778 | Director equity award; 1-year vest |
| Warrants (exercisable) | 77,500 | Exercisable warrants |
| Total beneficial ownership | 170,540 | <1% of 89,338,358 shares outstanding |
| Pledging/hedging | Company policy prohibits hedging and pledging (pledging requires pre-clearance) | |
| Ownership guidelines | Not disclosed in proxy |
Related-Party Exposure & Alignment
- PIPE Investment: In the First PIPE tied to the business combination, Pipkin subscribed for $1,000,000, indicating personal capital at risk and alignment with shareholders .
- No other related-party transactions involving Pipkin are disclosed; related party reviews are overseen by the Audit Committee under a formal policy .
Compensation Committee Analysis
- Composition and independence: All members are independent; Pipkin serves as Chair .
- Advisor authority: Committee empowered to retain independent compensation consultants and other advisors; no specific consultant disclosed .
- Interlocks: None (reduces risk of pay-setting conflicts) .
- Director pay structure: Equity-only for 2024 with time-based vesting; 2025 annual equity grants continued (shares), supporting alignment but with limited performance linkage at board level .
Risk Indicators & RED FLAGS
- Board structure: No lead independent director; CEO is also Board Chair, with executive sessions presided over by an independent director (Dillard) — a governance weakness relative to best practice separation . RED FLAG.
- Legal overhang: Multiple law firm announcements of securities class actions in mid-2025 alleging misstatements around production restart and subsequent TRO on oil transport; heightens oversight risk and investor scrutiny of disclosure controls and board governance .
- Related-party environment: Significant related-party transaction with CEO-controlled Sable Aviation (transportation assets for 600,000 shares) demands strong independent oversight at Audit/Comp Committees (not involving Pipkin personally) . Potential governance sensitivity.
- Section 16 compliance: Company reports no late filings for 2024, indicating baseline compliance rigor .
Governance Assessment
- Strengths: Majority independent board; Pipkin is independent and active across all key committees; equity-only director compensation aligns incentives; Audit Committee designated financial expert (Sarofim) and executive sessions of independent directors .
- Watch items: Absence of a lead independent director; legal/regulatory challenges in 2025 elevate governance and disclosure risk; ensure robust clawback enforcement and continued prohibition of hedging/pledging to maintain alignment .
- Alignment: Pipkin holds equity and exercisable warrants and invested $1M in the First PIPE, signaling financial alignment with shareholders .
Policy & Controls References
- Clawback: Sable Offshore Corp. Policy for Recovery of Erroneously Awarded Compensation (Exhibit 97.1) .
- Insider Trading/Hedging & Pledging: Prohibitions set in Insider Trading Policy; pledging requires pre-approval .