Frances Powell Hawes
About Frances Powell Hawes
Independent director since December 2018 (age 70), former CFO with >22 years of senior finance roles across public and private companies. She chairs VTLE’s Audit Committee and serves on the Nominating, Corporate Governance, Environmental & Social (NGE&S) Committee; the Board has determined she is independent and a designated “financial expert.” Credentials include Texas CPA, Carnegie Mellon CERT Cybersecurity Oversight certificate, and a BBA in Accounting from the University of Houston .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| New Process Steel, L.P. | Chief Financial Officer (Retired) | — | Senior financial leadership in private industrials |
| American Electric Technologies, Inc. | SVP & Chief Financial Officer | — | Public-company CFO experience |
| NCI Building Systems, Inc. | CFO, EVP & Treasurer | — | Capital markets and treasury oversight |
| Grant Prideco, Inc. | CFO & Treasurer | — | Energy sector public-company CFO |
| Weatherford International Ltd. | Chief Accounting Officer; VP Accounting & Controller; other roles | — | Deep accounting, controls, reporting leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Archrock Inc. (AROC:NYSE) | Independent Director | Current | Audit Committee Chair; Governance & Sustainability Committee member |
| Memorial Assistance Ministries | Board Member | Current | Non-profit governance |
| Financial Executives International – Houston Chapter | Member | Current | Professional finance network |
| Women Corporate Directors – Houston Chapter | Member | Current | Boardroom diversity network |
| Energen Corporation | Director | Prior | Public board experience |
| Express Energy Services, LLC | Director | Prior | Energy services governance |
| PGT Innovations, Inc. | Director | Prior | Public board experience |
Board Governance
| Item | Detail |
|---|---|
| Committee assignments | Audit Committee (Chair); NGE&S Committee (member) |
| Independence | Board determined she is independent; only independent directors serve on committees; Audit members meet SEC independence standards |
| Financial expert designation | All Audit Committee members, including Hawes, deemed financially literate and “financial experts” (SEC definition) |
| 2024 meeting cadence | Board: 6 meetings; independent directors held executive session in 5 of 6 meetings |
| Committee activity (2024) | Audit: 9 meetings and 9 executive sessions; NGE&S: 4 meetings and 3 executive sessions |
| Key oversight responsibilities | Audit: financial reporting/internal controls; independent auditor; internal audit; cybersecurity; related-party transactions; reserve engineer oversight |
| Chair/CEO structure | Independent non-executive Board Chair; separate from CEO |
| Governance policies | No pledging/hedging/short sales; overboarding limit (≤5 public boards); director stock ownership requirement $400,000 |
Fixed Compensation
| Component | 2024 Rate | Terms |
|---|---|---|
| Annual retainer (cash) | $72,000 | Paid ratably after quarterly Board meetings |
| Director fee (cash + stock) | $188,000 | $160,000 in Company stock (immediate vesting) + $28,000 cash; paid ratably |
| Audit Committee Chair fee | $20,000 | Cash; paid ratably |
| Other chair fees (Comp/NGE&S/Finance) | $20,000 each | Cash; paid ratably |
| Expense reimbursement | Varies | Reimbursed for Board meeting attendance |
| Director equity grant limit | 71,750 shares/year | LTIP cap for non-employee directors |
| Frances Powell Hawes – 2024 Director Compensation | Amount ($) | Notes |
|---|---|---|
| Fees earned or paid in cash | $119,888 | Includes chair fee |
| Common stock awards | $80,004 | Immediate vest on grant |
| Deferred stock awards | $80,118 | Under Director Deferred Compensation Plan |
| All other compensation | $0 | — |
| Total | $280,010 | — |
Performance Compensation
| Element | Vesting/Structure | 2024 Value (Hawes) | Performance Metrics |
|---|---|---|---|
| Annual director stock awards | Immediate vest on grant | $80,004 | None for directors |
| Deferred stock (elections) | Credited per plan/account | $80,118 | None for directors |
| Options/SARs | Not granted in 2024 | — | Company does not currently grant options/SARs |
Directors’ equity is not performance-conditioned; VTLE emphasizes pay-at-risk via executive STIP/LTIP, not director pay .
Other Directorships & Interlocks
| Entity | Role | Committee Roles | Interlock/Notes |
|---|---|---|---|
| Archrock Inc. (AROC:NYSE) | Independent Director | Audit Chair; Governance & Sustainability | Edmund P. Segner, III (VTLE director) also serves on Archrock’s board, creating an external interlock within VTLE’s board network . |
Expertise & Qualifications
- Texas-Certified Public Accountant; former public-company CFO; deep accounting and internal controls expertise .
- CERT Certificate of Cybersecurity Oversight (Carnegie Mellon SEI) – aligned with Audit Committee’s cybersecurity oversight .
- Governance training: NACD Director Professionalism; Dartmouth Strategic Financial Leadership .
- Energy sector operating finance experience (Grant Prideco, Weatherford); complements VTLE’s upstream profile .
Equity Ownership
| Item | Value |
|---|---|
| Shares beneficially owned | 24,040 |
| Shares outstanding reference | 38,701,810 |
| Ownership guidelines | $400,000 of Company stock |
| Compliance status | Satisfied |
| Pledging/Hedging | Prohibited; none pledged |
Governance Assessment
- Board effectiveness: Hawes brings seasoned CFO/accounting rigor, chairs a highly active Audit Committee (9 meetings/9 exec sessions), and is designated a financial expert, strengthening oversight of reporting, controls, reserves, cyber, and related-party transactions .
- Independence & engagement: Independent director, serving only on independent committees; Board conducts regular executive sessions and robust shareholder outreach (reached >60% of outstanding shares in fall 2024/winter 2025). Say-on-pay support at 96% underscores investor confidence in governance/comp pay design .
- Alignment: Director pay mix requires $160,000 in stock (immediate vest), audited chair cash supplement, and mandatory $400,000 ownership guideline (met), with strict no-pledging/hedging – positive alignment and risk controls .
- Conflicts/related-party exposure: Audit Committee formally oversees and pre-approves related-party transactions; independence evaluation noted only de minimis charitable donations below thresholds; no disclosed related-party ties involving Hawes .
- Risk indicators & red flags: No pledging/hedging; no option repricing; overboarding policy (≤5 boards) – Hawes serves on ≤2; potential interlock with Archrock via another VTLE director (Segner) warrants monitoring, but no conflict disclosed by VTLE .
Overall signal: Strong governance credentials and independent, audit-centric oversight from Hawes support investor confidence; monitor external interlocks and continued cyber oversight cadence as risk management priorities .