Edmund Segner
About Edmund P. Segner, III
Edmund P. Segner, III is an independent director of Vital Energy, Inc. (VTLE), serving since August 2011 (Class I), and currently sits on the Audit and Finance Committees. He is a former President, Chief of Staff, Principal Financial Officer and Director of EOG Resources, Inc.; a Certified Public Accountant; and Professor in the Practice of Engineering Management at Rice University (since July 2006). He is 71 years old, and the Board has determined he is independent under NYSE standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| EOG Resources, Inc. | President, Chief of Staff, Principal Financial Officer and Director | Not disclosed in proxy | Brings operational, financial, accounting, and capital markets expertise from senior executive and director roles at a large E&P company. |
External Roles
| Organization | Role | Status/Tenure | Committees/Notes |
|---|---|---|---|
| Rice University | Professor in the Practice of Engineering Management (Dept. of Civil & Environmental Engineering) | July 2006–present | Academic leadership in engineering management. |
| Archrock, Inc. (NYSE: AROC) | Independent Director | Current | Audit Committee; Governance & Sustainability Committee. |
| HighPoint Resources Corp. (formerly Bill Barrett Corp.) | Director | Prior | Public company board experience. |
| Archrock Partners, L.P. (formerly Exterran Partners, L.P.) | Director | Prior | Public MLP board experience. |
| Midcoast Holdings, LLC (GP of Midcoast Energy Partners, L.P.) | Director | Prior | GP governance experience. |
| Seahawk Drilling, Inc. | Director | Prior | Offshore services board experience. |
Board Governance
- Committee assignments: Audit Committee member and Finance Committee member; not a committee chair.
- Audit Committee financial expert: The Board designated all current Audit Committee members as financially literate and SEC “financial experts.”
- Independence: Board determined 9 of 10 directors (including Segner) are independent; VTLE separates the roles of independent Board Chair and CEO.
- Attendance and engagement: Board held 6 meetings; Audit 9; Finance 6; all directors attended at least 75% of Board and respective committee meetings; independent directors met in executive session during 5 of 6 Board meetings in 2024.
- Policies reducing conflict risk: Prohibition on pledging, hedging, short sales, or derivative transactions by directors; overboarding policy (max 5 public company boards); director ownership requirement ($400,000 in VTLE stock).
- Related-party oversight: Audit Committee reviews all related-party transactions; provides ongoing oversight of compliance and enterprise risk, including cybersecurity; Audit also oversees reserve engineers and internal audit.
Fixed Compensation (Director)
Company-wide director pay structure for 2024:
| Component | 2024 Amount | Terms |
|---|---|---|
| Annual Retainer (cash) | $72,000 | Paid ratably following each quarterly Board meeting. |
| Director Fees (cash + stock) | $188,000 | $160,000 paid in VTLE common stock (vests immediately); $28,000 cash; paid ratably after quarterly meetings. |
| Committee Chair Fees | $20,000 (each chair) | Paid ratably (Audit, Compensation, NGE&S, Finance). |
| Non-Executive Board Chair | $125,000 | 70% cash / 30% stock; paid ratably. |
Segner’s 2024 director compensation (as reported for FY2024 service):
| Name | Fees Earned or Paid in Cash | Common Stock | Deferred Stock Awards | All Other Compensation | Total |
|---|---|---|---|---|---|
| Edmund P. Segner, III | $99,888 | $— | $160,122 | $— | $260,010 |
| Notes | Elected to receive equity as deferred stock under Director Deferred Compensation Plan. | Components reflect quarterly payments per program. |
- Director Deferred Compensation Plan: Non-employee directors may elect to defer some or all cash/stock compensation; stock credited to deferred account; plan administered by the Compensation Committee.
Performance Compensation
- Non-employee directors do not have performance-based compensation; equity grants to directors vest immediately upon grant and are not tied to metrics.
- VTLE maintains robust executive pay-for-performance programs, but these apply to executives, not directors (context for governance environment).
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Current public company directorships | Archrock, Inc. (AROC: NYSE) – Audit; Governance & Sustainability. |
| Compensation Committee interlocks | None: no Vital executive sits on other companies’ boards/comp committees where those companies’ executives sit on Vital’s Board/Comp Committee. |
| Overboarding policy | VTLE policy limits directors to ≤5 public company boards; Segner holds 2 (VTLE + AROC) and is within policy. |
Expertise & Qualifications
- CPA with extensive financial, accounting, and capital markets experience; prior Principal Financial Officer and senior executive at EOG Resources.
- Academic credentials: B.S. Civil Engineering (Rice University); M.A. Economics (University of Houston).
- Audit expertise: Board deems current Audit Committee members (including Segner) as SEC “financial experts.”
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (common shares) | 25,733 shares. |
| % of shares outstanding | ≈0.07% (25,733 / 38,701,810). Calculation based on shares outstanding as of Mar 25, 2025. |
| Pledged shares | None; pledging generally prohibited; company confirms no director or NEO shares are currently pledged. |
| Hedging/derivatives policy | Prohibited for directors and employees. |
| Director stock ownership guideline | $400,000 of VTLE stock within 5 years of appointment; all directors except two newer members have satisfied—Segner is in compliance. |
| Deferred stock | Eligible via Director Deferred Compensation Plan; Segner elected deferred stock in 2024. |
Governance Assessment
-
Positives
- Deep financial and operational credentials; Audit Committee financial expert status supports strong financial oversight.
- Independence affirmed; Board structure features independent Chair separate from CEO; strong policies on hedging/pledging and overboarding.
- Engagement and attendance: Board/committee activity robust in 2024, with all directors meeting ≥75% attendance and frequent executive sessions.
- Ownership alignment: Mandatory director equity ($160k stock annually) and $400k ownership guideline; Segner complies; no pledged shares.
-
Watch items
- Long tenure (director since 2011) may warrant continued refreshment planning; VTLE maintains active refreshment processes and a mandatory retirement age of 75 (Segner is 71).
- External board: Archrock (AROC) increases time commitments but remains within overboarding limits; no compensation interlocks disclosed.
-
Contextual signals (company-wide governance climate)
- Strong say-on-pay support (over 96% in 2024) and clawback policy indicate shareholder-aligned pay governance.
- Audit Committee oversight includes related-party transactions and cybersecurity risk, enhancing risk controls.