Lori Lancaster
About Lori A. Lancaster
Independent director of Vital Energy (VTLE) since November 2020; age 55. Former Managing Director in UBS Securities’ Global Energy Group with 18 years in energy investment banking; recognized for leading/participating in over $60B of announced energy M&A and numerous capital markets transactions, bringing deep financing and structuring expertise to VTLE’s acquisition-led strategy. She is independent, serves as Finance Committee Chair and Audit Committee member, and is designated financially literate and a financial expert by the Board’s assessment. Education: MBA, University of Chicago; BBA, Texas Christian University; NACD Directorship Certified.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| UBS Securities (Global Energy Group) | Managing Director | Not disclosed | Led/key member on >$60B announced energy M&A; structured numerous capital markets transactions (financing/structuring expertise). |
| Goldman Sachs (Global Natural Resources Group) | Managing Director | Not disclosed | Energy investment banking leadership. |
| Nomura Securities (Global Natural Resources Group) | Managing Director | Not disclosed | Energy investment banking leadership. |
External Roles
| Company | Role | Tenure/Status | Committees/Notes |
|---|---|---|---|
| Precision Drilling Corp. (PDS:NYSE) | Director | Current | Committee roles not disclosed in VTLE proxy. |
| Intrepid Potash, Inc. (IPI:NYSE) | Director | Current | Committee roles not disclosed in VTLE proxy. |
| Energen Corporation | Director | Prior | Not disclosed. |
| HighPoint Resources Corp. (formerly Bill Barrett) | Director | Prior | Not disclosed. |
Board Governance
| Attribute | Details |
|---|---|
| Independence | Independent (9 of 10 directors independent; CEO not independent). |
| Current VTLE Committees | Finance Committee – Chair; Audit Committee – Member. |
| Financial Expert | All Audit Committee members (including Lancaster) deemed financially literate and financial experts by Board (Mar 2024/Feb 2025). |
| Attendance | Board met 6x in 2024; Finance 6x (1 executive session); Audit 9x (9 executive sessions). All directors attended ≥75% of Board and committee meetings on which they served. |
| Executive Sessions | Independent directors met in executive session in 5 of 6 Board meetings. |
| Director Elections | Lancaster is a continuing Class II director (term expiring 2027). |
Fixed Compensation
| Component (2024) | Amount/Terms |
|---|---|
| Director Base Compensation (retainer + annual fee) | $260,000 total; paid ratably after quarterly Board meetings; $160,000 in stock (immediately vesting) and $28,000 in cash within base; $72,000 labeled “retainer.” |
| Committee Chair Fees | $20,000 for each of Audit, Compensation, NGE&S, and Finance Chair; paid in cash ratably after quarterly meetings. |
| Non-Exec Board Chair Fee | $125,000 (70% cash/30% stock), paid ratably. |
| Expense Reimbursement | Reimbursed for Board meeting expenses. |
| Deferred Compensation | Nonqualified Director Deferred Compensation Plan permits deferral of cash/stock; stock credited to deferred stock account. |
| Lancaster – 2024 Director Pay | Amount |
|---|---|
| Fees earned/paid in cash | $119,888 |
| Common stock | $0 |
| Deferred stock awards | $160,122 |
| All other compensation | $0 |
| Total | $280,010 |
Notes:
- Independent directors required to take $160,000 of base compensation in stock; immediate vesting supports tax and alignment; deferral election available.
- Director compensation reviewed against peers with independent consultant; equity plan caps non-employee director stock awards at 71,750 shares/year.
Performance Compensation
- Directors do not receive performance-based incentives, options, or meeting fees; stock grants vest immediately; no dividend equivalents on unvested equity.
- Compensation consultant independence affirmed (WTW serves as independent adviser; minimal non-exec work, no conflicts identified).
Other Directorships & Interlocks
| Topic | Assessment |
|---|---|
| Public company boards | Precision Drilling Corp. (PDS); Intrepid Potash (IPI). |
| Interlocks/conflicts | VTLE discloses related-party review; no related-party transactions involving Lancaster disclosed. Overboarding policy caps at ≤5 public boards; Lancaster’s disclosed roles are within policy. |
| Say-on-Pay oversight signal | 2024 say-on-pay approved by >96% of votes—supports board credibility on pay. |
Expertise & Qualifications
| Area | Details |
|---|---|
| Finance/Capital Markets | Led/key member on >$60B energy M&A; extensive capital markets execution—fits VTLE’s acquisition/inventory expansion strategy and de-leveraging priorities. |
| Board Financial Expertise | Audit Committee financial expert designation. |
| Education/Credentials | MBA (University of Chicago); BBA (TCU); NACD Directorship Certified. |
Equity Ownership
| Item | Details |
|---|---|
| Beneficial ownership | 13,152 shares (<1%). |
| Ownership guidelines | Directors must own $400,000 in VTLE stock within 5 years of appointment; all directors except two (Driver, Kuran) have satisfied requirements—implies Lancaster is compliant. |
| Pledging/Hedging | Prohibited; no director/NEO shares currently pledged. |
Governance Assessment
Strengths
- Independent, financially expert director with deep energy banking background; serves as Finance Chair (capital structure, allocation, hedging) and Audit member—critical to VTLE’s acquisition integration, deleveraging, and risk oversight.
- Strong engagement/attendance practices; Audit and Finance committees met frequently with regular executive sessions; board holds independent sessions in most meetings.
- Alignment: mandatory stock component ($160k) and guideline of $400k ownership met; no pledging/hedging; compensation structure avoids options/repricing and excessive perqs.
Watch items
- External directorship load: multiple public boards (PDS, IPI). Within VTLE’s overboarding policy (≤5), but monitor time demands and potential commercial overlaps (e.g., if Precision Drilling or its affiliates transact with VTLE) for related-party scrutiny; VTLE policy requires Audit Committee review—no such transactions disclosed.
- Concentration of financial oversight roles: As Finance Chair and Audit member, Lancaster has outsized influence on financial policy and controls—generally positive given credentials, but elevates key-person dependency; continued board refreshment/skill redundancy mitigate this.
Board and Committee Activity Snapshot (2024)
| Body | Meetings | Executive Sessions | Notes |
|---|---|---|---|
| Board | 6 | 5 independent sessions | ≥75% attendance by all directors. |
| Audit Committee | 9 | 9 | All members independent, financially literate, and financial experts. |
| Finance Committee | 6 | 1 | Finance oversight (budget, capital structure/allocation, hedging/derivatives); can approve acquisitions/hedges within delegated authority. Lancaster is Chair. |
Related-Party Transactions (Conflict Checks)
- VTLE policy prohibits related-party transactions unless approved by Audit Committee or disinterested directors; procedures include comprehensive review for fairness/market terms. No Lancaster-related transactions disclosed.
- 2024 highlights: Investor agreements with Henry and PEP (standstills, voting agreements) and CEO note redemption disclosed; not related to Lancaster.
Director Compensation Detail (Context)
| 2024 Director Pay Structure | Amount | Terms |
|---|---|---|
| Base (retainer + annual fee) | $260,000 | $160k stock (immediate vesting), $28k cash; paid ratably post-quarterly meetings. |
| Chair fees (each committee) | $20,000 | Cash, ratable. |
| Lancaster total | $280,010 | $119,888 cash; $160,122 deferred stock; $0 other. |
Implication: Equity-heavy structure with immediate vesting plus ownership guideline supports alignment; Lancaster’s chair role adds incremental cash but mix remains equity-oriented.
Signals for Investors
- Finance discipline and risk oversight: Lancaster’s Finance Chair role aligns with VTLE’s 2025 focus on cash flow optimization, absolute debt reduction, and significant hedging program—areas under Finance Committee remit.
- Audit rigor: Frequent Audit sessions and financial expert designation across members bolster confidence in reporting and reserve engineering oversight.
- Shareholder alignment: High say-on-pay approval (>96%) and robust investor outreach support governance credibility; directors meet ownership and anti-hedging/pledging standards.