John Driver
About John Driver
John Driver is an independent Class III director of Vital Energy (VTLE), serving since June 2022 and re-elected at the May 22, 2025 annual meeting. He is CEO of Lynx Technology and a technology entrepreneur with deep software/IoT commercialization experience; education includes an MBA from Dartmouth’s Tuck School and a BS in Industrial Engineering from Stanford. As of the 2025 proxy, he was age 60 and designated independent under NYSE standards. The Board notes an active governance posture (separate independent Chair, 9/10 independent directors) and prohibits pledging/hedging by directors.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lynx Technology | Chief Executive Officer | March 2015–present | Leads digital media technology company; founder via MBO of PacketVideo Connected Home ops from NTT DOCOMO |
| PacketVideo | COO and Chief Marketing Officer | Not disclosed | Product launches; software/media distribution expertise |
| JoynIn | Co-Founder and Chief Executive Officer | Not disclosed | Early-stage startup leadership |
| Serena Software | Senior Director, Global Field Marketing | Not disclosed | Enterprise software go-to-market |
| Sun Microsystems | Group Manager, Field and Partner Marketing | Not disclosed | Large enterprise tech ecosystem experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Broadway Financial Corp & City First Bank, N.A. (BYFC:NYSE) | Independent Director | Not disclosed | Audit; Governance, Risk & Compliance Committees |
| The Fleet Science Center | Board Trustee | Not disclosed | Community/education engagement |
Board Governance
| Dimension | Detail |
|---|---|
| Board independence | 9 of 10 directors independent; Driver is independent per NYSE standards |
| Committee assignments (current) | Compensation Committee member (joined May 21, 2025), Finance Committee member; rotated off Audit Committee on May 21, 2025 |
| Committee assignments (at proxy filing) | Audit Committee, Finance Committee (as of April 10, 2025 proxy) |
| Chair roles | None disclosed for Driver |
| Attendance and engagement | Board held 6 meetings in 2024; independent directors held executive sessions in 5 of 6 meetings; all directors attended ≥75% of Board and committee meetings |
| Committee meeting frequency (2024) | Audit 9; Compensation 6; NGE&S 4; Finance 6 |
| Election results (2025) | John Driver: For 26,710,354; Against 829,517; Abstain 637,322; Broker non-votes 4,521,372 |
Fixed Compensation (Non-Employee Director – 2024)
| Component | Amount | Notes |
|---|---|---|
| Fees earned or paid in cash | $99,888 | 2024 service (includes Q4’24 paid in Q1’25) |
| Common stock | $0 | — |
| Deferred stock awards | $160,122 | Driver elected to defer stock component under Director Deferred Compensation Plan |
| All other compensation | $0 | — |
| Total | $260,010 | Sum of cash and equity |
Director base structure (2024):
- Annual “Director Base Compensation” = $260,000, paid quarterly; $160,000 must be in stock that vests immediately; $28,000 cash from director fees; $72,000 cash retainer. Expense reimbursements provided. Chair fees: Board Chair $125,000 (70% cash/30% stock), Committee Chairs (Audit/Comp/NGE&S/Finance) $20,000 each, paid ratably after each regular Board meeting.
Performance Compensation
| Feature | Detail |
|---|---|
| Equity grant form | Common stock (or deferred stock if elected) constituting $160,000 of base director pay |
| Vesting | Director stock awards vest immediately upon grant |
| Options/PSUs | Not disclosed for non-employee directors; plan limits a non-employee director stock award to ≤71,750 shares per year |
| Performance metrics | None disclosed for non-employee directors (no performance conditions tied to director equity) |
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict |
|---|---|---|
| Broadway Financial Corp & City First Bank, N.A. (BYFC:NYSE) | Independent Director; Audit and Governance/Risk committees | No related-party transactions above thresholds disclosed; Board’s annual independence reviews note only de minimis charitable links across directors (<1% of company revenues) |
- Overboarding policy: no director may serve on more than five public company boards (Driver’s disclosed public boards are within limit).
Expertise & Qualifications
- Technology operator/entrepreneur; IoT, software marketing and sales; first-to-market product launch experience. NACD Directorship Certified; NACD Cybersecurity Oversight Certified. Education: MBA (Tuck), BS Industrial Engineering (Stanford).
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership | 8,962 shares | Includes deferred stock compensation |
| Ownership as % of shares outstanding | <1% | 38,701,810 shares outstanding as of Mar 25, 2025; “<1%” per beneficial ownership table |
| Pledging/hedging | Prohibited for directors and employees | |
| Stock ownership guidelines | $400,000 of company stock required within 5 years of appointment | |
| Compliance status | On track but not yet at required level as of Dec 31, 2024 | |
| Implied deadline | June 2027 (5 years from June 2022 appointment, per guidelines and appointment date) |
Governance Assessment
-
Strengths and positive signals
- Independent status with recent shareholder mandate (26.7M “For” in 2025 election), indicating strong investor support.
- Governance architecture is strong: separate independent Chair, majority-independent board, independent-only committees, executive sessions, and prohibitions on pledging/hedging.
- Rotational refresh: moved from Audit to Compensation Committee in May 2025, aligning his operator/tech background with pay oversight; maintains Finance Committee role.
-
Potential risks and watch items
- Ownership alignment: not yet at $400,000 guideline (on track). Monitor progress toward deadline.
- No individualized attendance disclosed; board-level disclosure meets ≥75% threshold—continue to monitor for any future variance.
-
Related-party/independence checks
- Annual independence review disclosed only de minimis charitable ties across directors (<1% of company revenues); no related-party transactions flagged for Driver.
-
Shareholder feedback context
- Say-on-Pay approved at the 2025 AGM; Board reports >96% approval in 2024, reflecting favorable investor sentiment towards compensation governance.
Overall, Driver brings relevant technology and cybersecurity oversight expertise to a capital-intensive E&P board, with committee placement evolving toward compensation oversight. The primary alignment watch item is completion of director ownership requirements within the five-year window.