William Albrecht
About William E. Albrecht
William E. Albrecht, age 73, is the Non-Executive Chairman and an independent Class III director of Vital Energy (VTLE), serving since February 2020; he sits on the Compensation and Finance Committees and brings over 40 years of domestic oil and gas experience, with prior senior roles at Occidental Petroleum, EOG Resources, and Tenneco Oil, plus NACD Directorship Certified and Board Leadership Fellow credentials and MS (USC) and BS (West Point) degrees . He is nominated for re-election to hold office until the 2028 Annual Meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| California Resources Corporation | Non-Executive Chair of the Board | Not disclosed (prior) | Board leadership at a large public E&P |
| Occidental Petroleum Corporation | Vice President; President, Oxy Oil & Gas, Americas; President, Oxy Oil & Gas, USA | Not disclosed (prior) | Senior operating leadership in upstream |
| EOG Resources, Inc. | Executive Officer | Not disclosed (prior) | Executive stewardship in large-cap E&P |
| Tenneco Oil Company | Petroleum Engineer | Not disclosed (prior) | Engineering foundation relevant to shale development |
External Roles
| Organization | Role | Status | Committees |
|---|---|---|---|
| Halliburton Company (HAL) | Director | Current | Compensation Committee; Chair of Health, Safety & Environment Committee |
| Rowan Companies, plc (RDC) | Non-Executive Chair of the Board | Prior | Board leadership (prior) |
| Valaris, plc | Lead Independent Director | Prior | Lead director (prior) |
Board Governance
- Independence: The Board determined all director nominees and continuing directors, except the CEO, are independent under NYSE and Company guidelines; Albrecht is independent .
- Committee assignments: Compensation Committee member (Chair: Dr. Craig M. Jarchow; members include Albrecht, Dr. Shihab Kuran, Lisa M. Lambert) and Finance Committee member (Chair: Lori A. Lancaster; members include Albrecht, John Driver, Dr. Jarchow, Edmund P. Segner III) .
- Board leadership: The Chair role is independent and separate from the CEO; Chair responsibilities include agendas, executive sessions, governance processes, evaluations, and stockholder liaison .
- Attendance: In 2024, the Board held 6 meetings; committees held Audit 9, Compensation 6, NGE&S 4, Finance 6 meetings, and all directors attended at least 75% of Board and applicable committee meetings; independent directors met in executive session during 5 of 6 meetings .
- Term/refreshment: Staggered 3-year classes; Albrecht is a Class III director nominee to serve until 2028; mandatory retirement age is 75; Board conducts annual assessments and maintains overboarding policy ≤5 public boards .
Fixed Compensation
| 2024 Director Base Compensation | Amount | Terms |
|---|---|---|
| Retainer | $72,000 | Paid ratably after each quarterly Board meeting |
| Director Fees | $188,000 | Paid ratably; $160,000 in stock and $28,000 in cash; director stock awards vest immediately upon grant |
| Expense Reimbursement | Varies | Reimbursed for attendance |
| Non-Executive Board Chair Stipend | $125,000 | 70% cash / 30% stock, paid ratably following each regular Board meeting |
| Committee Chair Fees (if applicable) | $20,000 | Audit, Compensation, NGE&S, Finance; paid in cash ratably |
Performance Compensation
| 2024 Director Compensation (VTLE) | Fees Earned or Paid in Cash | Common Stock Awards | Deferred Stock Awards | All Other Compensation | Total |
|---|---|---|---|---|---|
| William E. Albrecht | $187,400 | — | $197,615 | $1,000 | $386,015 |
- Plan parameters: Non-employee director stock awards are capped at 71,750 shares per year under the Equity Incentive Plan .
- Deferred Compensation Plan: Nonqualified plan adopted Feb 25, 2021; directors may elect to defer cash or stock; distributions generally paid in cash unless approved otherwise .
- Immediate vesting: Director stock awards vest immediately upon grant .
Director equity award activity (Form 4 – Deferred Stock Units):
Other Directorships & Interlocks
| Company | Relationship to VTLE | Potential Interlock Considerations |
|---|---|---|
| Halliburton Company (HAL) | Oilfield services supplier to E&P sector; Albrecht serves as director and chairs HSE Committee, member Compensation | Governance-sensitive overlap with sector suppliers; related-party transactions are prohibited absent Audit Committee or disinterested director approval under VTLE’s policy |
VTLE’s Related Party Transactions policy prohibits transactions >$120,000 with related persons unless approved; Audit Committee annually reviews adequacy of the policy .
Expertise & Qualifications
- Over 40 years of oil and gas experience, with engineering background enabling oversight of technically complex shale development projects .
- Senior upstream operating leadership at Occidental Petroleum and executive experience at EOG, complemented by non-executive chair roles at CRC and Rowan Companies .
- NACD Directorship Certified and Board Leadership Fellow; MS (USC) and BS (West Point) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| William E. Albrecht | 24,778 | <1% | Includes deferred stock compensation; 38,701,810 shares outstanding as of March 25, 2025 |
- Stock ownership guidelines: Directors must own $400,000 worth of VTLE stock within 5 years of appointment; Board disclosed all directors except Driver and Kuran have satisfied their obligation—implying Albrecht is compliant .
- Hedging/pledging: VTLE prohibits pledging, hedging, short sales and derivative transactions by directors and employees .
Governance Assessment
- Board effectiveness and engagement: Albrecht is the independent Non-Executive Chair, attends at least 75% of Board/committee meetings, and participates in a robust committee structure (Compensation and Finance), aligning with strong independent oversight and frequent executive sessions .
- Pay and alignment signals: Chair stipend includes equity (30%) and base director fees mandate $160,000 in stock with immediate vesting, driving ownership alignment; Albrecht’s 2024 total director compensation was $386,015, reflecting chair duties and equity participation .
- Ownership alignment: Beneficial ownership reported at 24,778 shares (<1%); ongoing DSU awards through 2024–2025 increase deferred stock holdings, supporting continued alignment and retention (EDGAR URLs above).
- Independence and conflicts: Board affirmed independence; related-party oversight is stringent with formal policy and Audit Committee review; charitable donations tied to director affiliations were <1% of revenue and below independence thresholds .
- Compensation committee quality: Committee comprises independent directors and uses an independent compensation consultant; meets regularly with executive sessions and administers equity plans, suggesting robust governance over pay .
- Shareholder sentiment: VTLE reported over 96% say‑on‑pay approval in 2024, indicating broad investor support for compensation practices (context for governance environment) .
- Refreshment risk indicator: Mandatory retirement age is 75; at age 73, Albrecht is approaching this threshold, implying potential near‑term board refresh considerations rather than a red flag .
Board Governance (Reference Data)
| 2024 Meeting Counts | Board | Audit | Compensation | NGE&S | Finance | Total |
|---|---|---|---|---|---|---|
| Meetings Held | 6 | 9 | 6 | 4 | 6 | 31 |