Michael Dillard
About Michael Dillard
Independent director of Sable Offshore Corp. (SOC) since February 2024; age 66; chairs the Nominating & Corporate Governance Committee and serves on the Audit and Compensation Committees, and presides over executive sessions of independent directors . A career M&A lawyer, he was a partner at Latham & Watkins, founding and managing its Houston office (2010–2015) and later Global M&A Practice Chair (2018–2021), with deal experience exceeding $250 billion; he holds a B.A. in Mathematics (SMU, 1979, summa cum laude) and a J.D. (SMU Dedman, 1982, cum laude) . The Board has determined he is independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Latham & Watkins LLP | Partner; Founding Houston Office Managing Partner | 2010–2015 | Opened and led Houston office |
| Latham & Watkins LLP | Global Practice Group Chair, Mergers & Acquisitions | 2018–2021 | Led firm’s global M&A practice; >$250B aggregate deals |
| Flame Acquisition Corp. | Director | Mar 2021–Feb 2024 | Predecessor SPAC to Sable; board experience in energy de‑SPAC context |
External Roles
| Company/Organization | Role | Committees | Notes |
|---|---|---|---|
| — | — | — | No current public company directorships disclosed for Mr. Dillard . |
Board Governance
- Board structure: 4 directors; 3 independent (75%): Dillard, Pipkin, Sarofim .
- Leadership: CEO is Board Chair; no Lead Independent Director; Mr. Dillard presides at executive sessions of independent directors .
- Committees (all‑independent): Audit (members: Dillard, Pipkin, Sarofim; Chair: Sarofim, financial expert), Compensation (members: Dillard, Pipkin, Sarofim; Chair: Pipkin), Nominating & Corporate Governance (members: Dillard, Pipkin, Sarofim; Chair: Dillard) .
- Meetings/attendance (FY2024): Board 7; Audit 5; Compensation 2; Nominating 0; no incumbent director <75% attendance .
Fixed Compensation (Director)
| Year | Cash Retainer | Equity Grant (shares) | Grant Date | Grant Fair Value ($) | Vesting | Chair/Committee Fees | Meeting Fees |
|---|---|---|---|---|---|---|---|
| 2024 | $0 | 52,778 restricted shares (includes 25,000 initial + 27,778 additional recognition) | 2024-04-19 | $578,447 | Cliff vest at 1 year from grant | None; directors receive no additional compensation | None |
Performance Compensation (Director)
| Element | Performance Metrics | Targets | Measurement Window | Payout/vesting linkage |
|---|---|---|---|---|
| Restricted Stock (2024 annual director grant) | None (time-based vesting only) | N/A | 1-year cliff from grant | Time‑based vesting; no performance criteria |
No stock options, performance shares, cash retainers, chair fees, or meeting fees were disclosed for non‑employee directors in 2024 .
Other Directorships & Interlocks
- Compensation Committee interlocks: None. Members (Dillard, Pipkin, Sarofim) have not served as officers of the Company and no executive officer of Sable serves on a board or compensation committee where these directors are executive officers .
- Related party transactions: No related party transactions involving Mr. Dillard were disclosed; notable related‑party items concerned other insiders (e.g., CEO’s Sable Aviation asset purchase for shares) .
Expertise & Qualifications
- Deep M&A and corporate governance expertise as former Global M&A Practice Chair at Latham & Watkins; extensive transaction execution experience (> $250B) .
- Legal training with quantitative background (B.A. Mathematics; J.D. with honors) supports committee work, particularly governance and audit oversight .
- Board experience in energy via Flame Acquisition Corp. (pre‑Business Combination) .
Equity Ownership
| Holder | Direct Common | Restricted Stock | Warrants (exercisable) | Total Beneficial Ownership | % Outstanding |
|---|---|---|---|---|---|
| Michael E. Dillard | 369,722 | 52,778 | 77,500 | 500,000 | <1% |
- Hedging/Pledging: Company policy prohibits hedging and, absent pre‑clearance by General Counsel, pledging Company securities by directors and officers .
- Section 16 compliance: No late filings in 2024 for directors or officers, per company review .
Insider Trades
| Date (filed) | Event | Shares | Price | Source |
|---|---|---|---|---|
| 2024-04-30 | Stock award (director grant) | 52,778 | — | https://www.mlq.ai/stocks/SOC/insider-trading/ |
| 2025-04-29 | Form 4 filed (transaction date 2025-04-25) | Not specified in summary | — | https://www.sec.gov/Archives/edgar/data/1831481/000095017024118505/0000950170-24-118505-index.htm |
| 2025-04-29 | Media summary of the same Form 4 | — | — | https://www.streetinsider.com/SEC+Filings/Form+4+Sable+Offshore+Corp.+For%3A+Apr+25+Filed+by%3A+Dillard+Michael+E./24709728.html |
Governance Assessment
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Strengths
- Majority‑independent board; all key committees fully independent; Dillard chairs Nominating & Corporate Governance and presides over executive sessions, providing independent oversight despite lack of a formal Lead Independent Director .
- Audit Committee includes a designated financial expert (Sarofim); Dillard’s legal/M&A background complements governance and audit oversight .
- Director pay is fully equity‑based with time‑based vesting, aligning with shareholders; no cash retainers or meeting/chair fees disclosed for 2024 .
- Hedging and pledging restrictions enhance alignment; no Section 16 filing delinquencies in 2024 .
-
Watch items / potential red flags
- Combined CEO/Chair structure with no formal Lead Independent Director; while Dillard presides executive sessions, investors often prefer a designated LID for clearer independent counterbalance .
- Family relationship at the top (CEO is father of President), raising perceived independence/oversight risk; underscores importance of robust Nominating & Governance leadership by Dillard and peers .
- Related‑party transaction with CEO’s controlled entity (Sable Aviation) in 2024, albeit Audit Committee oversight exists; continued vigilance warranted; no Dillard involvement disclosed .
- Director equity is time‑based, not performance‑based; while typical for directors, absence of ownership guidelines disclosure could be noted by some investors; beneficial ownership for Dillard is <1% .
-
Engagement and attendance
- Board and committee activity was regular (Board 7; Audit 5; Compensation 2; Nominating 0 in 2024), and no incumbent director fell below 75% attendance, indicating baseline engagement; individual attendance percentages not disclosed .
-
Election/tenure outlook
- Dillard stands for re‑election as Class I director; if elected, term through 2028; Board recommends FOR .
Overall, Dillard brings credible governance and M&A expertise with active committee responsibilities and independence; key governance risks relate to board leadership structure and insider relationships unrelated to Dillard, increasing the importance of his role chairing Nominating & Governance and participating on Audit and Compensation .