Craig Jarchow
About Craig M. Jarchow
Craig M. Jarchow (age 64) is an independent director of Vital Energy, Inc. (VTLE), serving since December 2019. He is President and CEO of TG Natural Resources, LLC (since May 2017), with 30+ years of upstream oil and gas experience and advanced geophysics credentials (Ph.D. Stanford; MBA MIT Sloan; MS Stanford; BA UC Santa Barbara) . He is currently a Class I director with a term expiring in 2026 and has been determined independent under NYSE and company guidelines .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TG Natural Resources, LLC | President & CEO | May 2017–present | Operational leadership in upstream E&P |
| Castleton Commodities International | President, Upstream | Not disclosed | Upstream operations leadership |
| Pine Brook Road Partners, LLC | Managing Director and Partner | Not disclosed | Energy investment advisory |
| First Reserve Corporation | Director and Partner | Not disclosed | Energy private equity leadership |
| Amoco Corporation; Apache Corporation | Operational roles of increasing responsibility | Not disclosed | Geology/geophysics and operations |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| TG Natural Resources, LLC | President & CEO | May 2017–present |
Board Governance
- Independence: The Board has determined Jarchow is independent; only independent directors serve on Board committees .
- Committee assignments: Compensation Committee Chair; Finance Committee member .
- Meeting cadence and executive sessions (2024): Board held 6 meetings; independent directors met in executive session during 5 of those. Compensation Committee held 6 meetings and 3 executive sessions; Finance Committee held 6 meetings and 1 executive session. All directors attended at least 75% of Board and applicable committee meetings .
- Board leadership: Separate independent Chair and CEO; Chair responsibilities include guiding governance processes and leading executive sessions .
| Committee (2024) | Role | Meetings | Executive Sessions |
|---|---|---|---|
| Board | Director | 6 | 5 (independent director sessions) |
| Compensation | Chair | 6 | 3 |
| Finance | Member | 6 | 1 |
Fixed Compensation
- Structure: Director Base Compensation totaled $260,000 in 2024, paid ratably after quarterly Board meetings. Directors were required to take $160,000 in company common stock (vests immediately) and $28,000 in cash; retainer $72,000. Chair fees: Compensation Committee Chair $20,000 (cash, paid ratably). Overboarding policy limits directors to ≤5 public boards; pledging/hedging prohibited; stock ownership guideline for directors is $400,000 with five-year compliance window .
| 2024 Director Base Compensation | Amount | Terms |
|---|---|---|
| Retainer | $72,000 | Paid ratably after each quarterly Board meeting |
| Director Fees | $188,000 | $160,000 in stock; $28,000 in cash; paid ratably |
| Compensation Committee Chair Fee | $20,000 | Cash; paid ratably after meetings |
| Craig M. Jarchow – Director Compensation | FY 2023 | FY 2024 |
|---|---|---|
| Fees earned or paid in cash | $119,905 | $119,888 |
| Common stock awards | $— | $— |
| Deferred stock awards | $130,084 | $160,122 |
| All other compensation | $— | $— |
| Total | $249,989 | $280,010 |
Notes:
- Jarchow elected deferred stock for his stock component in both years .
- Chair fee of $20,000 applies to Compensation Committee Chair; leadership role payments are separate from base compensation .
Performance Compensation
- Directors do not receive performance-based pay; director stock awards vest immediately upon grant .
- As Compensation Committee Chair, Jarchow oversees performance-linked executive pay structures:
- Pay-at-risk profile (2024): CEO 89%; average of other NEOs 83% .
- Say-on-pay support: 2024 approval exceeded 96% .
- Double-trigger change-in-control provisions for severance and equity awards; recent plan updates increased cash severance multiples for executives below CEO to 2.5x salary+target bonus and expanded health coverage in qualifying events .
| Executive Pay Design – Selected 2024 Indicators | Value |
|---|---|
| CEO % of total target comp at risk | 89% |
| Other NEOs avg % at risk | 83% |
| Say-on-pay approval (2024) | >96% |
| CIC severance multiple (execs below CEO; double trigger) | 2.5x salary+bonus target (amended Dec 10, 2024) |
Other Directorships & Interlocks
- Other current public company board seats for Jarchow: none disclosed. His “Other Current Engagements” list only TG Natural Resources, LLC (not disclosed as a public company) .
- Related-party transactions: Board policy prohibits entering into related-party transactions >$120,000 without Audit Committee or disinterested director approval; Audit Committee oversees RPTs. No transactions disclosed involving Jarchow or TG Natural Resources .
Expertise & Qualifications
- 30+ years in upstream oil & gas operations, energy investments, and company building; advanced geophysics education supports asset development and acquisitions .
- Skills matrix includes Jarchow; Board maintains a refreshed, diversified skill set across directors .
- Independence confirmed; only independent directors eligible for committees .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | As-of Date |
|---|---|---|---|
| Craig M. Jarchow | 18,867 [includes deferred stock under Director Deferred Compensation Plan] | <1% | March 25, 2025 |
- Stock ownership guideline: Directors must own $400,000 of Vital stock within five years of appointment; as of Dec 31, 2024, all directors except Mr. Driver and Dr. Kuran had satisfied the guideline, indicating Jarchow is in compliance .
- Prohibitions: pledging, hedging, short sales, and derivative transactions by directors/employees are prohibited .
Governance Assessment
- Strengths: Independent status; Chair of Compensation Committee with active meeting cadence and executive sessions; strong pay governance signals (high pay-at-risk for executives; >96% say-on-pay support; double-trigger CIC protections); robust stock ownership requirements; and explicit prohibitions on pledging/hedging .
- Alignment: Jarchow’s director compensation mix requires significant stock component ($160,000 stock annually) and he appears to meet ownership guidelines, supporting alignment with shareholder interests .
- Potential conflicts: Jarchow is CEO of TG Natural Resources; however, the Board affirmed his independence and no related-party transactions were disclosed involving him or TG Natural Resources. Audit Committee policies require review/approval of any RPTs and exclude related persons from approvals, mitigating conflict risk .
- Engagement/attendance: The Board and committees met frequently in 2024, with regular executive sessions; all directors met at least the 75% attendance threshold, suggesting adequate engagement .
RED FLAGS: None disclosed specific to Jarchow (no RPTs, no pledging/hedging, independence affirmed). Monitor for any future transactions involving TG Natural Resources that could trigger related-party considerations .