Jarvis Hollingsworth

About Jarvis V. Hollingsworth

Independent director at Vital Energy, Inc. (VTLE), age 62, serving since November 2020. He is Vice Chairman of Irradiant Partners, L.P.; previously Secretary/General Counsel and on the Executive Committee and Board at Kayne Anderson Capital Advisors, L.P., and a Partner at Bracewell LLP with a fiduciary governance practice. He holds a J.D. from the University of Houston and a B.S. from the U.S. Military Academy at West Point. He is designated independent by the Board and serves as Chair of the Nominating, Corporate Governance, Environmental & Social (NGE&S) Committee and as a member of the Audit Committee; the Board determined all Audit Committee members are SEC “financial experts” .

Past Roles

External Roles

Board Governance

• Independence and leadership
  • Independent director; Board has 9 of 10 independent directors; independent Non-Executive Board Chair structure in place .
  • Committees: Audit Committee member; NGE&S Committee Chair .
  • Audit Committee financial expertise: Board determined each Audit Committee member is financially literate and an SEC “financial expert” (March 2024 and Feb 2025 evaluation) .
• Attendance and engagement
  • 2024 meetings: Board (6), Audit (9), Compensation (6), NGE&S (4), Finance (6); all directors attended at least 75% of Board and their committee meetings; independent directors held executive sessions at 5 of 6 Board meetings .
• 2025 committee updates
  • May 21, 2025: Board size reduced to 9; John Driver moved from Audit to Compensation; William Albrecht joined NGE&S. All other committee assignments unchanged (Hollingsworth remained NGE&S Chair and Audit member) .
• Shareholder votes (context for board effectiveness)
  • 2025 Annual Meeting results: Election of three Class III directors approved (votes for Albrecht 26,646,392; Hawes 26,327,731; Driver 26,710,354). Say‑on‑pay approved (For 22,373,812; Against 5,126,860; Abstain 676,521). EY ratification approved (For 31,625,671; Against 415,272; Abstain 657,622) .
  • 2024 say‑on‑pay approval was over 96% (proxy disclosure) .

Fixed Compensation (Director)

• Structure (2024):
  • Annual retainer $72,000 (cash); Director fees $188,000 paid ratably, with $160,000 in stock and $28,000 in cash; director stock awards vest immediately upon grant .
  • Committee chair fees: NGE&S Chair $20,000 (cash); Audit Chair $20,000; Compensation Chair $20,000; Finance Chair $20,000; Non‑Executive Board Chair $125,000 (70% cash/30% stock) .
• Hollingsworth 2024 director compensation (fiscal year ended Dec 31, 2024):

• Director Deferred Compensation Plan is available (cash or stock deferrals); he did not elect deferred stock in 2024 .

Performance Compensation (Director)

• Performance-linked components for non-employee directors: None. Equity paid to directors is common stock that vests immediately upon grant; no performance conditions .

Other Directorships & Interlocks

• Current public company boards: None disclosed for Hollingsworth in the proxy (public company roles listed as prior) .
• Prior public company boards: Core Scientific, Inc. (NASDAQ: CORZ); Cullen/Frost Bankers, Inc. (NYSE: CFR) .
• Committee interlocks: Company discloses no Compensation Committee interlocks or insider participation (none of Vital’s executives serve on boards/comp committees of companies with Vital board members) .
• Overboarding: Company policy caps service at 5 public company boards; governance highlights disclose this policy . No exceptions disclosed for Hollingsworth.

Expertise & Qualifications

• Legal/governance: Former partner at Bracewell LLP with fiduciary governance practice; former General Counsel and board/executive committee member at Kayne Anderson .
• Financial oversight: Audit Committee member; designated as an SEC “financial expert” by Board evaluation .
• Institutional stewardship: Former Board Chairman, Teacher Retirement System of Texas (>$200B AUM) .
• Education: J.D., University of Houston; B.S., United States Military Academy at West Point .

Equity Ownership

Governance Assessment

• Strengths for investor confidence
  • Independent, seasoned governance/legal leader; chairs NGE&S and serves on Audit; designated SEC financial expert—supports robust oversight on ESG, governance, and financial reporting .
  • Strong Board process: independent chair; frequent executive sessions; comprehensive committee charters; all directors ≥75% attendance; ongoing investor engagement; majority voting with resignation policy .
  • Ownership alignment: meaningful personal share ownership; director stock awards; $400k ownership guideline met; hedging/pledging bans .
  • Compensation discipline: director pay delivered partially in stock with immediate vest; transparent chair fees; availability of deferral; no excessive perquisites .
• Watch items / potential conflicts
  • External affiliations (Irradiant Partners; hospital system; FRB Dallas advisory) create broad networks; Board’s independence evaluation and related‑party transaction policy oversight sit with the Audit Committee; no Hollingsworth‑specific related‑party transactions disclosed .
  • Board refresh changes in May 2025 did not affect his roles; continuity as NGE&S Chair and Audit member maintained .

Overall, Hollingsworth’s profile—independent status, committee leadership, SEC financial expert designation, and compliance with ownership requirements—supports board effectiveness and alignment. No director‑specific red flags (attendance issues, pledging, related‑party transactions, or interlocks) were disclosed .