Cathleen Osborn
About Cathleen M. Osborn
Independent director of Vitesse Energy (VTS) since 2023; age 72 as of the 2025 proxy record date. Retired corporate attorney with ~30 years of legal and M&A transaction experience in the energy industry; former EVP, General Counsel and Corporate Secretary at SRC Energy (2015–2020), Deputy General Counsel at Whiting Petroleum (2014–2015), and General Counsel at Kodiak Oil & Gas (2011–2014). Holds a B.A. and J.D. from the University of Denver. The Board has affirmatively determined she is independent under NYSE rules and meets independence requirements for Audit and Compensation Committees (Exchange Act Sections 10A and Rule 10C‑1).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SRC Energy Inc. | EVP, General Counsel & Corporate Secretary | Aug 2015–2020 | Led legal function through merger with PDC Energy; energy M&A experience. |
| Whiting Petroleum Corp. | Deputy General Counsel | 2014–Aug 2015 | Energy legal leadership post-Kodiak merger. |
| Kodiak Oil & Gas Corp. | General Counsel | 2011–2014 | Guided legal affairs until merger with Whiting. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Not disclosed | — | — | No current public-company directorships disclosed for Osborn in Vitesse proxies. |
Board Governance
- Committees: Audit Committee member (Chair: Randy I. Stein); Compensation Committee member (Chair: Linda L. Adamany); NGESR Committee member (Chair: Daniel J. O’Leary). Each committee is fully independent.
- Independence: Board determined Osborn is independent under NYSE rules and independent for Audit (Section 10A) and Compensation (Rule 10C‑1) committees.
- Meetings & attendance: In 2024, Board held 20 meetings; Audit 5; Compensation 6; NGESR 3. Each Board member attended at least 75% of applicable meetings.
- Board structure: CEO serves as Chair; a Lead Independent Director (O’Leary) leads executive sessions and oversees agenda/information flow.
| 2023 vs 2024 Board Activity | 2023 | 2024 |
|---|---|---|
| Board meetings (count) | 4 | 20 |
| Audit Committee meetings (count) | 4 | 5 |
| Compensation Committee meetings (count) | 3 | 6 |
| NGESR Committee meetings (count) | 2 | 3 |
| Attendance threshold achieved (≥75%) | Yes | Yes |
Fixed Compensation
- Policy: Non-employee directors receive $125,000 annual cash retainer; Lead Independent Director receives an additional $25,000.
- Osborn’s 2023 and 2024 compensation:
| Year | Cash Retainer ($) | Equity Grant Fair Value ($) | Total ($) |
|---|---|---|---|
| 2023 | 125,000 | 140,578 | 265,578 |
| 2024 | 125,000 | 123,014 | 248,014 |
Performance Compensation
- Structure: Annual equity grant of RSUs (~$125,000) that time-vest approximately one year after grant; no performance metrics disclosed for director RSUs.
- Plan guardrails: Minimum one-year vesting (95%+ of shares); director grants can vest on earlier of first anniversary or next annual meeting if at least 50 weeks from grant; awards subject to Company clawback policies. Non-employee director annual cash+equity cap of $750,000.
| RSU Grant Details | 2023 | 2024 |
|---|---|---|
| Grant date | 2023 (8,333 RSUs each; Messrs. Friedman/Steinberg granted same number later) | May 2, 2024 |
| RSUs granted (count) | 8,333 | 5,504 |
| Grant-date fair value (approx.) | $140,578 | $123,014 |
| Vesting terms | ~1-year, day before annual meeting; time-based only | ~1-year, day before annual meeting; time-based only |
| Clawback applicability | Equity awards subject to Company clawback policies | Equity awards subject to Company clawback policies |
Other Directorships & Interlocks
- Interlocks: The board includes Jefferies leadership (Brian P. Friedman, Joseph S. Steinberg). Vitesse engaged Jefferies LLC for the Lucero acquisition (fees up to $3.5 million). Oversight of related-party transactions occurs under Board policy and Audit Committee review. No Osborn-specific related-party transactions disclosed.
Expertise & Qualifications
- Legal/M&A expertise across energy operators; former GC/EVP roles support governance, compliance, and transaction scrutiny.
- Independent status on audit and compensation committees enhances oversight of financial reporting and pay practices.
Equity Ownership
| Holder | Common Shares Beneficially Owned | % of Class | Unvested RSUs (as of 12/31/2024) |
|---|---|---|---|
| Cathleen M. Osborn | 13,837 | <1% | 5,504 |
Notes:
- Beneficial ownership excludes unvested RSUs.
- Ownership guidelines referenced in Corporate Governance Guidelines; specific multiples or compliance status not disclosed in proxy.
Shareholder Support Signal
| 2024 Annual Meeting Director Election | Votes For | Votes Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Cathleen M. Osborn | 18,058,554 | 193,782 | 43,595 | 5,597,467 |
Governance Assessment
- Strengths: Independent director with deep energy legal/M&A background; active across Audit, Compensation, and NGESR committees; attendance threshold met; equity component aligns director pay with shareholder outcomes; plan adds minimum vesting and clawback alignment.
- Alignment: Holds common shares plus unvested RSUs; director compensation balanced between cash and equity; director award cap limits pay escalation.
- Potential conflicts: Board’s engagement of Jefferies LLC for M&A advisory may increase related-party sensitivity given other directors’ Jefferies affiliations; however, Audit Committee policy governs related-party approvals and no Osborn-specific conflicts disclosed.
- RED FLAGS: None specifically tied to Osborn disclosed (no pledging, no low attendance, no director-specific related-party transactions, no discretionary performance grants).