Randy Stein
About Randy I. Stein
Independent director (age 71), serving on Vitesse Energy’s board since 2023. A retired PricewaterhouseCoopers LLP Denver tax principal (retired 2000), he is now a self‑employed tax, accounting and business consultant; B.S. in Accounting from Florida State University. He is designated an audit committee financial expert and currently chairs Vitesse’s Audit Committee, reflecting deep finance and energy governance experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PricewaterhouseCoopers LLP | Principal in charge, Denver tax practice | ~1980–2000 | Led regional tax practice; foundational accounting expertise |
| Denbury Resources Inc. (public) | Director, Audit Committee Chair | 2005–2020 | Chaired audit; financial oversight in E&P sector |
| HighPoint Resources Corp. (Bill Barrett) (public) | Director | 2004–2021 | Board oversight in upstream energy |
| Westport Resources Inc. (public) | Director | 2000–2004 | Board oversight in upstream energy |
| Koala Corporation (public) | Director | 2001–2005 | Governance at consumer products company |
| Denver-based independent oil & gas company | Executive Director | N/D | Energy operating leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Club Oil & Gas Inc. (private) | Director | Current | Investment vehicle for O&G and real estate |
Board Governance
- Independence: The Board determined Stein is independent under NYSE rules and qualified for Audit Committee independence (Exchange Act §10A) .
- Committees: Audit Committee Chair; member, Nominating, Governance & ESG (NGESR) Committee .
- Attendance: In 2024 the Board held 20 meetings; all directors attended ≥75% of board and applicable committee meetings. Stein met attendance requirements; Board encourages annual meeting attendance .
- Audit oversight: Committee assists on financial reporting integrity, internal control, auditor independence, commodity price hedging policy oversight; Stein and Adamany designated audit committee financial experts .
- Board leadership: Combined Chair/CEO with Lead Independent Director (O’Leary) leading executive sessions and agenda/schedule approvals .
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Annual Cash Retainer (Director) | $125,000 | $125,000 |
| Lead Independent Director Premium | $25,000 (not applicable to Stein) | $25,000 (not applicable to Stein) |
| Equity RSUs (grant-date fair value) | $140,578 (8,333 RSUs; prorated >1yr interval) | $123,014 (5,504 RSUs) |
| Meeting/Committee Chair fees | Not disclosed (policy specifies cash retainer + RSUs; LID premium only) | Not disclosed (same policy) |
Policy: Non‑employee directors receive ~$125k cash + ~$125k RSUs vesting ~1 year; LID earns extra $25k . Non‑employee director total compensation (cash+equity) capped at $750k/year under LTIP .
Performance Compensation
| Element | Structure | Metrics |
|---|---|---|
| Director Equity | Time‑vested RSUs; minimum 1‑year vesting; dividends/equivalents paid only upon vesting; no single‑trigger CIC vesting; clawback applies | No performance metrics tied to director grants disclosed |
Other Directorships & Interlocks
- Prior public boards: Denbury (Audit Chair), HighPoint/Bill Barrett, Westport Resources, Koala Corporation .
- Current private board: Club Oil & Gas Inc. .
- Board interlocks: Other Vitesse directors (Adamany, Friedman, Steinberg) also serve on Jefferies’ board; Jefferies affiliates have transactions with Vitesse (e.g., Jefferies LLC advisory fees; JETX services) reviewed under related‑party policy .
Expertise & Qualifications
- Audit committee financial expert; financially literate under NYSE rules .
- Tax/accounting leadership (PwC principal), extensive energy sector board experience; effective for audit and risk oversight .
Equity Ownership
| Holder | Beneficial Shares | % of Class | Unvested Director RSUs (12/31/2024) |
|---|---|---|---|
| Randy I. Stein | 13,837 | <1% | 5,504 RSUs (granted May 2, 2024) |
- Insider trading policy: Directors/executives prohibited from hedging Company securities; includes short selling, options, derivatives .
- Ownership guidelines: Corporate Governance Guidelines address board compensation and stock ownership; specific multiples not disclosed in proxy .
Governance Assessment
- Strengths
- Independence and audit leadership: Stein is independent, chairs an all‑independent Audit Committee, designated financial expert; strong oversight of financial reporting, hedging, and internal controls .
- Engagement: Meets attendance thresholds; Board and committees active (20 board meetings in 2024) .
- Aligned pay: Director pay is balanced cash/equity with minimum vesting, clawback coverage, and dividend deferral until vesting; director compensation capped under LTIP .
- Potential Red Flags / Monitoring
- Related‑party exposure: Jefferies affiliate engagements (e.g., $2.5mm advisory fee; ongoing JETX services) require robust audit oversight; although Stein is independent, continued vigilance on conflict management is warranted .
- Concentrated influence: Combined Chair/CEO structure places weight on effectiveness of Lead Independent Director and committee chairs, including Audit (Stein) .
Say‑on‑pay: Not applicable to directors; advisory votes disclosed pertain to executive compensation (none referenced in these proxies). Attendance and director election results show broad support for board slate including Stein in 2024 .
Notes: Skip items not disclosed (e.g., director‑specific performance targets, option awards, tax gross‑ups). All director compensation and governance terms reflect proxy disclosures as cited.