Daniel O’Leary
About Daniel O’Leary
Daniel J. O’Leary, age 69, is Vitesse Energy’s Lead Independent Director and has served on the Board since 2023 . He is an independent consultant and former President and CEO of Edgen Murray Corporation (2003–2021), with deep operational experience in energy infrastructure distribution and M&A; he holds a B.S. in Education from Tulsa University . O’Leary’s current external governance roles include Hillman Solutions Corp. (NASDAQ: HLMN) director since 2021 (Audit; Nominating, Governance and Environmental & Social Responsibility committees) and Non‑Executive Chairman at Custom Ecology, Inc.; he previously served on Sprint Industrial’s board (2017–2019) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Edgen Murray Corporation | President & Chief Executive Officer; Chairman (from 2006) | 2003–2021 | Led management buyout, growth via acquisitions; IPO in May 2012; company acquired by Sumitomo in 2013; served on boards within Sumitomo post‑acquisition |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hillman Solutions Corp. (HLMN) | Director | Since 2021 | Audit; Nominating, Governance & Environmental and Social Responsibility Committees |
| Custom Ecology, Inc. | Non‑Executive Chairman | Since 2021 | Oversight of governance and strategy |
| Sprint Industrial | Director | 2017–2019 | Board oversight |
Board Governance
| Item | Details |
|---|---|
| Independence | Board determined O’Leary is independent under NYSE rules; also independent under Exchange Act §10A (audit committee) and Rule 10C‑1 (compensation committee) standards . |
| Board & Committees | Audit Committee member (Chair: Stein) ; Compensation Committee member (Chair: Adamany) ; NGESR Committee Chair . |
| Lead Independent Director | Serves as Lead Independent Director with duties including presiding over executive sessions, agenda/materials approval, liaison with Chair/CEO, investor consultation, and interview of board candidates . |
| Attendance & Engagement | In 2024, Board met 20 times; Audit 5; Compensation 6; NGESR 3. Each director attended at least 75% of aggregate meetings for which they were a member; board encourages annual meeting attendance . |
| Risk Oversight | Board coordinates enterprise risk oversight with committees; Audit oversees financial controls and commodity hedging; Compensation oversees compensation‑related risk; NGESR oversees ESG/culture/governance risks . |
| Conduct & Trading Policies | Code of Business Conduct and Ethics updated Oct 30, 2024; directors are prohibited from hedging Company securities (short selling, options, derivatives) under Insider Trading Policy . |
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Annual cash retainer | 125,000 | Standard non‑employee director cash retainer . |
| Lead Independent premium | 25,000 | Additional retainer for Lead Independent Director . |
| Equity grant (RSUs) | 123,014 | 5,504 RSUs granted May 2, 2024; annual grant ≈$125k based on 10‑day average price; vests ≈1 year (day prior to next annual meeting), subject to continued service . |
| Meeting/Committee fees | Not disclosed | Policy specifies retainers and annual RSUs; no meeting fees disclosed . |
| Total (2024) | 273,014 | Sum of cash and equity grant fair value . |
Director equity and cash are subject to plan limits; non‑employee directors cannot exceed $750,000 in aggregate annual grant date fair value plus cash, with allowances for first‑year service, special committees, or lead/chair roles .
Performance Compensation
| Item | Structure | Metrics |
|---|---|---|
| Director equity | Time‑vested RSUs only; no options or PSUs disclosed for directors | No performance metrics tied to director pay are disclosed; RSUs vest ≈1 year from grant based on service . |
No director performance‑based (PSU/option) awards or pay‑for‑performance metrics are disclosed for non‑employee directors; equity grants are time‑vested RSUs . Awards are subject to company clawback policies and minimum 1‑year vesting under the amended plan; dividend equivalents on unvested awards are paid only upon vesting; no excise tax gross‑ups, and no single‑trigger change‑of‑control vesting unless awards aren’t assumed by a successor .
Other Directorships & Interlocks
| Company | Public/Private | Potential Interlocks/Conflict |
|---|---|---|
| Hillman Solutions Corp. (HLMN) | Public | Consumer hardware distribution; no Vitesse‑related transactions disclosed; committee roles noted above . |
| Custom Ecology, Inc. | Private | Waste/environmental services; no Vitesse‑related transactions disclosed . |
| Sprint Industrial | Private (prior) | Industrial services; no Vitesse‑related transactions disclosed . |
No related‑party transactions involving O’Leary are disclosed in 2024; company‑level related‑party items include Jefferies affiliate engagements and family employment relationships unrelated to O’Leary .
Expertise & Qualifications
- Energy infrastructure operations and distribution leadership (Edgen Murray CEO/Chair; IPO and acquisition execution) .
- Governance experience across public boards and ESG committee leadership (Hillman ESG/Nominating, Vitesse NGESR Chair) .
- Audit committee experience; financially literate under NYSE standards; member of Vitesse Audit Committee .
- Education: B.S. in Education, Tulsa University .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficial ownership (common shares) | 17,837 | Less than 1% of outstanding shares on Record Date . |
| Unvested director RSUs (as of Dec 31, 2024) | 5,504 | Annual RSU grant; vests ≈1 year from grant . |
| Hedging/Pledging | Hedging prohibited for directors; pledging not specified in proxy | Insider Trading Policy bans hedging; pledge policy not disclosed in proxy . |
| Ownership guidelines | Corporate Governance Guidelines address board compensation and stock ownership; specific multiples not disclosed in proxy | Guidelines posted on website . |
Governance Assessment
- Board effectiveness and independence: O’Leary enhances independence and oversight as Lead Independent Director, NGESR Chair, and member of Audit and Compensation; independence affirmed under NYSE and SEC standards .
- Engagement: The Board’s 2024 cadence (20 Board meetings) and O’Leary’s committee service indicate high engagement; all directors met at least 75% attendance threshold .
- Alignment and incentives: Director pay is balanced between cash and time‑vested RSUs with one‑year vesting, clawback applicability, and no single‑trigger change‑of‑control vesting—supportive of alignment without pay‑for‑performance distortions for directors .
- Conflicts and related‑party exposure: No O’Leary‑specific related‑party transactions disclosed; company has Jefferies‑related engagements (financial advisory, services agreements) but O’Leary remains independent and unimplicated in these items .
- RED FLAGS: None specific to O’Leary disclosed; ownership is modest (<1%), which limits “skin‑in‑the‑game” signaling, but hedging is banned and RSU grants provide ongoing exposure .
Overall, O’Leary’s governance footprint—Lead Independent Director responsibilities, NGESR chairmanship, and service on Audit and Compensation—supports robust board oversight without disclosed conflicts; compensation structure and policies (clawback, minimum vesting, no single‑trigger) are shareholder‑aligned, and attendance and independence standards are met .