Bruce Chernoff
About M. Bruce Chernoff
Independent director appointed to Vitesse Energy’s Board on March 7, 2025 following the Lucero acquisition; age 59. Background includes President and director of Caribou Capital Corp. since 1999 and director of Maxim Power Corp. since March 2005; B.Sc. in Chemical Engineering from Queen’s University. The Board has affirmatively determined he is independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Caribou Capital Corp. | President & Director | 1999–present | Private investment leadership; energy dealmaking |
| Maxim Power Corp. | Director | Mar 2005–present | Independent power producer governance |
| Lucero Energy Corp. | Director | Aug 2012–Mar 2025 | Oversight prior to Vitesse acquisition |
External Roles
| Organization | Role | Notes |
|---|---|---|
| Maxim Power Corp. | Director/Chairman | Longstanding board role in Canadian public company |
| Caribou Capital Corp. | President & Director | Private investment company since 1999 |
Board Governance
- Appointment and tenure: Appointed March 7, 2025 when Board expanded to nine after closing the Lucero deal; nominee for election at 2025 annual meeting .
- Independence: Determined independent under NYSE listing standards .
- Committee assignments: Standing committees listed (Audit; Compensation; NGESR) did not include Chernoff as of proxy publication; Audit Committee members were Stein (Chair), Adamany, O’Leary, Osborn; Compensation Committee members Adamany (Chair), O’Leary, Osborn; NGESR members O’Leary (Chair), Adamany, Stein, Osborn .
- Board leadership: Combined Chair/CEO structure (Gerrity) with Lead Independent Director (O’Leary); executive sessions led by the Lead Independent Director .
- Attendance baseline: In 2024, each director attended at least 75% of meetings; Board held 20 meetings, Audit 5, Compensation 6, NGESR 3 (note Chernoff joined in 2025) .
- Risk oversight and ethics: Board/committees oversee enterprise risks; updated Code of Business Conduct and Ethics (Oct 30, 2024). Hedging of company stock is prohibited for directors and executive officers under Insider Trading Policy .
Fixed Compensation
| Component | Amount | Structure |
|---|---|---|
| Annual cash retainer (non-employee director) | $125,000 | Paid annually |
| Annual equity grant (RSUs) | ≈$125,000 | RSUs vest ~1 year; grant sized by 10-day average price |
| Lead Independent Director additional cash retainer | $25,000 | Role-based premium |
| Non-employee director annual award/cash limit | $750,000 | Aggregate cash + grant-date fair value cap in LTIP |
| Chernoff compensation election | Standard package | Board disclosed he will receive standard non-employee director compensation |
Performance Compensation
- Director awards are time-based RSUs; the amended LTIP embeds best-practice guardrails:
- Minimum one-year vesting for ≥95% of shares; limited exceptions for death/disability/change-in-control with termination .
- No direct or indirect option/SAR repricing without stockholder approval; no evergreen; stringent share-counting; dividend equivalents only paid upon vesting; clawback policy applies; no excise tax gross-ups .
- Change-in-control: No automatic single-trigger vesting; awards vest only if not assumed/substituted or upon termination following change-in-control; performance awards vest at target or actual, whichever is greater .
Company-wide STIP metrics (for NEOs, Board oversight of pay-for-performance):
| Metric | Weight of Quantitative (within 2/3) | Design & 2024 Outcome |
|---|---|---|
| Annual Dividend | 35% | Achieved; Company metrics at 128% of target |
| Net Debt/Adjusted EBITDA | 35% | Achieved; Company metrics at 128% of target |
| Operating Performance (sub-metrics) | 30% | Achieved; sub-metrics include Production (7.5%), Capex (7.5%), Oil % (7.5%), Adjusted EBITDA (2.5%), Hedging (2.5%), TSR (2.5%); overall Company metrics 128% |
Other Directorships & Interlocks
| Organization | Type | Possible Interlock/Note |
|---|---|---|
| Maxim Power Corp. | Public | Energy/power governance experience |
| Lucero Energy Corp. | Public (pre-acquisition) | Prior director; Lucero acquired by Vitesse Mar 7, 2025 |
| Caribou Capital Corp. | Private | Investment leadership |
- Beneficial owners context: First Reserve affiliates (FR XIII PetroShale Holdings L.P.) beneficially own ~7.55%; director Gary D. Reaves is a Managing Partner at First Reserve. No Item 404(a) related transaction disclosed for Chernoff .
Expertise & Qualifications
- Technical credentials: B.Sc. Chemical Engineering; professional energy industry expertise .
- Board experience: Long-tenured public company director at Maxim Power; prior director of Lucero .
- Strategic M&A exposure: Appointed in connection with Lucero acquisition, aligning board expertise with Williston Basin assets .
Equity Ownership
| Holder/Capacity | Shares | Notes |
|---|---|---|
| Direct (Chernoff) | 2,523 | Direct common |
| Hawthorne Energy Ltd. | 1,487,944 | Chernoff significant shareholder; disclaims except pecuniary interest |
| Kai Commercial Trust | 211,686 | Majority unitholder; disclaims except pecuniary interest |
| Alpine Capital Corp. | 409 | Significant shareholder; disclaims except pecuniary interest |
| RSUs (unvested) | 760 | Unvested restricted stock units |
| Total beneficial ownership | 1,703,322 | 4.42% of outstanding as of record date |
| Hedging/Pledging | Hedging prohibited | Directors and officers prohibited from hedging company securities |
Insider Trades (Form 3/4 since appointment)
Governance Assessment
- Board effectiveness: Chernoff adds deep energy operating and investment expertise; independence affirmed. Not currently listed on standing committees, which remain fully independent and chaired by seasoned directors; Board retains a Lead Independent Director structure and regular executive sessions, supporting robust oversight .
- Alignment: Significant beneficial ownership through affiliated entities (Hawthorne Energy, Kai Commercial Trust, Alpine Capital) plus direct holdings and RSUs; hedging prohibition enhances alignment with shareholders .
- Compensation quality: Director pay mix is balanced (cash + time-based RSUs), within a $750k LTIP cap; LTIP embeds minimum vesting, no single-trigger CIC vesting, clawback, and anti-repricing — all strong governance features. Board disclosed Chernoff will receive standard non-employee director compensation .
- Conflicts/related-party exposure: Company explicitly states no Item 404(a) transactions or relationships for Chernoff; independence re-confirmed at appointment. Related-party engagements disclosed elsewhere (Jefferies advisory fees; family employment) do not involve Chernoff .
- RED FLAGS: None identified for Chernoff on independence, attendance (newly appointed), or pay anomalies. Monitor post-acquisition integration and any future related-party interactions given sizable indirect holdings via entities, although none are reported currently .
References:
Insider trade filings: