Gary Reaves
About Gary D. Reaves
Gary D. Reaves (age 45) is an independent director of Vitesse Energy (VTS), appointed in connection with the March 7, 2025 Lucero acquisition. He is a Managing Partner at First Reserve, joined in 2006, and previously served as a director of Lucero (May 2020–Mar 2025) and Crestwood Equity Partners LP (Jan 2019–Mar 2021; Sep 2022–Nov 2023). Earlier, he held roles at UBS Investment Bank’s Global Energy Group and Howard Frazier Barker Elliott, and earned a B.B.A. from the University of Texas. The Board determined he is independent under NYSE standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| UBS Investment Bank (Global Energy Group) | Investment banking roles | Not disclosed | Energy coverage experience |
| Howard Frazier Barker Elliott, Inc. | Investment banking roles | Not disclosed | Energy transactions exposure |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| First Reserve | Managing Partner | 2006–present | Private equity leadership across energy, utilities, industrials |
| Lucero Energy Corp. | Director | May 2020–Mar 2025 | Board member through sale to Vitesse |
| Crestwood Equity Partners LP | Director | Jan 2019–Mar 2021; Sep 2022–Nov 2023 | Served through merger with Energy Transfer (Nov 2023) |
Board Governance
- Independence: Board determined Reaves is independent under NYSE rules; determination refreshed with appointment at close of Lucero transaction.
- Appointment and tenure: Board expanded from 7 to 9 directors at Lucero close (Mar 7, 2025); Reaves appointed and nominated for election at the 2025 AGM.
- Committee assignments: As of the 2025 proxy record date, disclosed committee rosters did not include Reaves: Audit (Stein—Chair; Adamany; O’Leary; Osborn), NGESR (O’Leary—Chair; Adamany; Stein; Osborn), Compensation (Adamany—Chair; O’Leary; Osborn).
- Attendance/engagement: In FY2024, the Board met 20 times; Audit 5; Compensation 6; NGESR 3, and each Board member met the 75% attendance threshold. Reaves joined in 2025, so 2024 attendance does not apply.
- Leadership structure: CEO also serves as Chairman; Daniel J. O’Leary is Lead Independent Director, presiding over executive sessions and agenda reviews.
2025 Director Election Support (AGM held May 1, 2025)
| Nominee | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Gary D. Reaves | 19,197,696 | 79,253 | 60,107 | 6,391,936 |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $0 | Company disclosed Reaves “will not receive any additional compensation for his service as a director.” |
| Committee chair/member fees | $0 | No committee roles disclosed; no additional comp per disclosure. |
| Equity retainer (RSUs) | $0 | Company stated no additional compensation for his director service. |
Context: Standard non-employee director policy provides $125,000 cash retainer and ~$125,000 in RSUs vesting ~1 year; Lead Independent Director receives an extra $25,000 cash retainer. Reaves is disclosed as an exception (no compensation).
Performance Compensation
| Instrument | Grant date | Target/Units | Vesting | Performance Metrics |
|---|---|---|---|---|
| None disclosed | — | — | — | N/A (Company explicitly disclosed no director compensation for Reaves) |
Other Directorships & Interlocks
- Current/Recent public boards: Lucero Energy Corp. (May 2020–Mar 2025); Crestwood Equity Partners LP (Jan 2019–Mar 2021; Sep 2022–Nov 2023).
- Sponsor affiliation: Managing Partner at First Reserve; First Reserve-related entity FR XIII PetroShale Holdings L.P. reported 7.55% beneficial ownership of Vitesse as of Mar 12, 2025.
- Transaction linkage: Lucero press release noted First Reserve Management LP owned 37% of Lucero; Reaves (First Reserve) and Chernoff (Lucero Chair) were to be nominated to the Vitesse Board at closing.
Expertise & Qualifications
- Energy private equity and capital markets expertise (First Reserve since 2006; prior UBS/HFBE energy banking).
- Prior public board experience in midstream (Crestwood) and E&P (Lucero).
- Education: B.B.A., University of Texas.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Gary D. Reaves | 0 | — | Reported as “—” (no beneficial ownership) as of record date Mar 10, 2025. |
| Shares pledged/hedging | — | — | Hedging by directors is prohibited under the Insider Trading Policy. |
Related-Party & Conflicts Review
- Item 404(a) review at appointment: Company disclosed no transactions or relationships with Reaves requiring reporting; Board affirmed independence after reviewing NYSE and SEC rules.
- Significant shareholder linkage: FR XIII PetroShale Holdings L.P. (First Reserve-related) reported 7.55% ownership; potential perceived influence given Reaves’ role at First Reserve, though Board determined independence.
- Lucero deal governance: The board increased to nine, adding two Lucero nominees (Reaves and Chernoff); both were to be included on the 2025 slate.
Governance Assessment
- Positives
- Independent designation; no Item 404 related-party transactions identified at appointment.
- Very strong shareholder support in 2025 election (19.2M for vs 0.08M against).
- Declined standard director compensation (no cash/equity retainer), reducing pay-driven conflicts and signaling alignment to some investors.
- Robust governance infrastructure: independent committees; hedging prohibition; established clawback; independent comp consultant with no conflicts.
- Watch items / potential conflicts
- First Reserve linkage: FR XIII PetroShale Holdings L.P. at 7.55% ownership may create perceived influence/interlock; continued monitoring warranted, especially on capital allocation and M&A.
- Not disclosed on any board committee as of record date, limiting direct oversight touchpoints initially.
- No disclosed personal Vitesse share ownership as of record date (skin-in-the-game); though compensation abstention offsets dilution/overhang.
Note: Corporate Governance Guidelines reference board compensation and stock ownership in governance topics, but specific director ownership multiples were not detailed in the proxy.
Appendix: Key Board/Meeting Facts (context)
| Metric | Value |
|---|---|
| Board meetings in 2024 | 20 |
| Audit/Comp/NGESR meetings in 2024 | 5 / 6 / 3 |
| Lead Independent Director | Daniel J. O’Leary |
| Committees (chairs) | Audit (Randy I. Stein); Compensation (Linda L. Adamany); NGESR (Daniel J. O’Leary) |
Sources
- 2025 DEF 14A – Board composition, independence, committees, director bios, ownership, director compensation policy, hedging/clawback, vote results.
- 8-K (Mar 11, 2025) – Board expansion, appointment of Reaves, independence determination, no Item 404(a) transactions, no director compensation for Reaves.
- 8-K (Dec 16–19, 2024) – Lucero transaction governance terms (nomination of Reaves/Chernoff; board expansion).
- 8-K (May 6, 2025) – 2025 AGM vote results (director election tallies).