Robert Gerrity
About Robert W. Gerrity
Robert W. Gerrity, age 73, is Chairman and Chief Executive Officer of Vitesse Energy, Inc., serving as CEO since August 2022 and Chairman since the January 2023 spin-off; he has been a director since 2022 . He founded predecessor Vitesse Energy, LLC in 2014 and leads Vitesse Oil, LLC since 2013, after decades in energy, including establishing Gerrity Oil & Gas Corporation, participating in over 500 gross wells, and merging assets into Patina Oil & Gas (later Noble Energy, now Chevron), underscoring deep operating and investing credentials . Under his tenure, Vitesse’s strategy emphasizes capital return and non-operated interests in the Williston Basin; pay design integrates quantitative performance metrics and relative TSR-based PSUs, aligning incentives with shareholder outcomes . Recent performance shows revenue and EBITDA growth year-over-year.
Performance snapshot (FY):
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenues ($USD) | 212,280,000* | 220,498,000* |
| EBITDA ($USD) | 129,083,000* | 141,431,000* |
*Values retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Vitesse Energy, LLC (predecessor) | Chief Executive Officer | 2014–present | Founded and scaled a non-operator Bakken portfolio; capital disciplined strategy |
| Vitesse Oil, LLC | Chief Executive Officer | 2013–present | Operated complementary upstream interests; leadership continuity |
| Gerrity Oil & Gas Corporation | Founder/Chief Executive Officer | Early 1990s–1996 | One of most active operators; merged assets with Snyder Oil to create Patina Oil & Gas |
| Patina Oil & Gas Corporation | Executive/Founder of predecessor | 1996–(later merged) | Patina later merged into Noble Energy (now Chevron) |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Public company boards (outside Vitesse) | — | — | No other public company directorships disclosed in proxy narrative for Gerrity |
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 547,917 | 570,000 |
| Target Bonus (% of salary) | Not disclosed | 100% |
| Actual Bonus Paid ($, STIP) | 844,525 | 675,029 |
Performance Compensation
Short-Term Incentive Plan (STIP)
| Metric Category | Weighting within Company metrics | Sub-metric detail | Payout mechanics | 2024 Actual |
|---|---|---|---|---|
| Annual Dividend | 35% of the 2/3 Company component | — | Threshold 50% of target; cap 200% aggregate; straight-line between thresholds | Company metrics achieved 128% of target; individual at 100% |
| Net Debt / Adjusted EBITDA | 35% of the 2/3 Company component | — | As above | As above |
| Operating Performance | 30% of the 2/3 Company component | Annual Production (7.5%), Capex (7.5%), Oil % of Production (7.5%), Adjusted EBITDA (2.5%), Hedging (2.5%), Total Stockholder Return (2.5%) | As above | As above |
Note: Detailed numerical targets for each metric are not disclosed; payouts shown in Summary Compensation Table .
Long-Term Incentive (LTI) — RSUs and PSUs
| Award Type | Grant Date | Quantity | Grant Value / Market ref | Vesting | Performance Metric |
|---|---|---|---|---|---|
| RSU (Retirement Vesting Provisions) | 01/13/2023 | 1,000,000 | Market value $25,000,000 at $25.00 as of 12/31/2024 | 1/3 annually on 1/13/2024, 1/13/2025, 1/13/2026; special retirement/change-in-control treatment | Time-based |
| RSU (3-year standard) | 01/13/2023 | 100,000 | Market value $2,500,000 at $25.00 as of 12/31/2024 | 1/3 annually on 1/13/2024, 1/13/2025, 1/13/2026 | Time-based |
| RSU (3-year standard) | 02/23/2024 | 38,029 | Market value $950,725 at $25.00 as of 12/31/2024 | 1/3 annually on 2/23/2025, 2/23/2026, 2/23/2027 | Time-based |
| PSU (target) | 02/23/2024 | 57,043 | Market/Payout value reference $1,426,075 at $25.00 as of 12/31/2024 (target) | Cliff vest 12/31/2026, 0–200% earned | Relative TSR vs peer group |
2024 stock awards grant-date fair value for Gerrity was $2,072,950 (RSUs + PSUs, probable outcome at target), and $2,512,174 at maximum PSU performance; 2023 grant-date fair value was $23,760,000 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 817,173 shares; 2.12% of class |
| Ownership structure notes | Includes 495,311 shares held by the Gerrity Family Trust (Mr. Gerrity is a trustee) |
| Unvested RSUs — Retirement Vesting | 1,000,000; vesting through 1/13/2026; special retirement/CoC treatment |
| Unvested RSUs — Standard | 100,000; vesting through 1/13/2026 |
| Unvested RSUs — 2024 grant | 38,029; vesting through 2/23/2027 |
| Unvested PSUs (target) | 57,043; performance period through 12/31/2026 |
| Options held | Company indicates no options historically awarded to NEOs in 2024 |
| Hedging/Pledging | Hedging prohibited for directors/executive officers per Insider Trading Policy ; plan prohibits pledging/encumbering awards (except limited transfers per plan) |
| Ownership guidelines | Corporate Governance Guidelines include Board compensation and stock ownership topics; specific executive/direction multiples not disclosed in proxy |
Employment Terms
| Topic | Key Terms |
|---|---|
| RSU Retirement Vesting Provisions | If retirement-eligible resignation, termination without cause, good reason, death or disability before CoC or after two years post-CoC: RSUs settle on original schedule subject to release and six-month post-final settlement covenant compliance (non-compete, non-solicit). If within two years post-CoC: RSUs follow original schedule without release, subject to six-month covenant compliance; non-compliance can trigger clawback of realized gains . |
| RSU (Three-Year Vesting) — Qualifying Termination | Pre- or post- CoC terms: pre-/post- two-year window requires release and covenants; within two years post-CoC, RSUs vest/settle without release at termination; six-month post-settlement covenant compliance required . |
| PSU Separation / CoC | Qualifying Termination: target PSUs vest immediately; at CoC: PSUs vest at greater of target or actual performance up to measurement date . |
| Change-in-Control vesting approach | No automatic single-trigger; awards generally require assumption/continuation by successor or vest on termination following CoC (double-trigger) . |
| Minimum vesting standard | One-year minimum vesting for at least 95% of granted shares under amended LTIP . |
| Clawback policy | Incentive-based compensation recoupment for restatements per Dodd-Frank rules; effective Oct 31, 2023; recovery of excess incentive comp received after Oct 2, 2023 . |
| Tax gross-ups | No excise tax gross-ups on equity awards in the plan . |
| Deferred comp/409A | Plan designed to comply with or be exempt from Section 409A; specified employee payment delays may apply . |
Board Governance
- Dual role: Gerrity serves as Chairman and CEO; Board determined this structure provides decisive, consistent leadership and is balanced by a Lead Independent Director (Daniel J. O’Leary) who leads executive sessions and oversees agendas, materials, and shareholder engagement as needed . Independence is maintained with majority-independent Board and fully independent Audit, Compensation, and NGESR committees .
- Committee composition: Audit Committee chaired by Randy I. Stein; members Stein, Linda L. Adamany, Daniel J. O’Leary, and Cathleen M. Osborn; all independent, with Stein and Adamany as “financial experts” . Compensation Committee chaired by Linda L. Adamany; members Adamany, O’Leary, Osborn; retained Meridian Compensation Partners; conflict-free and independent assessment . NGESR Committee chaired by Daniel J. O’Leary; members O’Leary, Adamany, Stein, Osborn; all independent .
- Meetings and attendance: In 2024, Board held 20 meetings; Audit 5; Compensation 6; NGESR 3. Each director attended at least 75% of applicable meetings .
- Independence: The Board determined that O’Leary, Stein, Adamany, Osborn, Chernoff, and Reaves are independent; Gerrity is not independent as CEO/Chair .
Compensation Structure Analysis
- Cash vs equity mix: Gerrity’s 2024 total compensation was $3,317,979 (salary $570,000; stock awards $2,072,950; STIP $675,029), down from 2023 ($25,152,442) reflecting very large 2023 equity grants at spin-off and more normalized 2024 grants; equity remains the dominant component, maintaining alignment with shareholders .
- Shift to RSUs/PSUs: Company historically did not award options to NEOs in 2024; LTI comprised RSUs and PSUs with minimum vesting standards and double-trigger change-in-control protections, indicating lower risk profiles and stronger retention alignment .
- Performance metrics rigor: STIP integrates balance sheet (Net Debt/Adjusted EBITDA), capital returns (Annual Dividend), operations (production, capex, oil mix), and TSR, with 2024 company metrics achieved at 128% of target; PSUs use relative TSR with 0–200% payout, creating multi-year alignment with shareholder returns .
- Clawbacks and no excise tax gross-ups: Robust recoupment policy and absence of excise tax gross-ups support shareholder-friendly governance .
Related Party Transactions and Red Flags
- Jefferies-related services: Vitesse engaged Jefferies LLC (affiliate of major shareholder Jefferies) for Lucero acquisition advisory for $2.5 million plus up to $1 million discretionary fee and expenses; indemnification provided; transparent disclosure mitigates conflict concern but warrants monitoring .
- Family employment: The President’s son and Gerrity’s stepson are employees with disclosed compensation and RSUs, raising potential perceived nepotism risk but disclosed and governed by related party policy .
- Hedging prohibitions: Directors and executive officers are prohibited from hedging company securities; plan bars pledging of awards, supporting alignment and reducing risk of misaligned hedging strategies .
- Equity plan practices: No repricing without stockholder approval; stringent share recycling; minimum one-year vesting; no single-trigger CoC vesting; limits on non-employee director comp—all best-practice features .
Equity Ownership & Vesting Schedule — Potential Insider Selling Pressure
| Upcoming vest events (Gerrity) | Date(s) | Shares |
|---|---|---|
| RSU — 2023 grants (1,000,000 with Retirement Vesting; 100,000 standard) | 01/13/2025; 01/13/2026 | 1/3 each tranche (approx. 366,667 and 33,333 per date) |
| RSU — 2024 grant (38,029) | 02/23/2025; 02/23/2026; 02/23/2027 | ~12,676 per tranche |
| PSU — 2024 grant (57,043 target) | 12/31/2026 | Earned 0–200% of target at vest |
Note: Actual sell decisions are unknown; vesting adds potential supply; awards subject to blackout windows and insider policy .
Performance & Track Record
- Strategic achievements: Founded Vitesse predecessor; built a large, non-operated Bakken position; personally participated in 500+ wells; led prior asset mergers culminating in Patina O&G’s combination with Noble Energy, evidencing execution across cycles .
- 2024 STIP outcome: Company metrics achieved 128% of target; individual performance at 100%; payout reflected in 2024 non-equity incentive comp .
- Capital return focus: Company strategy emphasizes dividends and disciplined balance sheet (STIP metrics include Annual Dividend and Net Debt/Adj. EBITDA), indicating alignment with investor preferences for returns .
Compensation Committee Analysis
- Composition and independence: Compensation Committee entirely independent, chaired by Linda L. Adamany .
- Consultant: Meridian Compensation Partners retained; independence assessed; no conflicts; continued engagement in 2025 .
- LTIP amendment: Board proposed increasing share reserve by 580,500 (1.51% of outstanding) with minimum one-year vesting, no single-trigger CoC, dividend equivalents paid only upon vesting, and clawback integration; reflects conservative plan architecture and need to maintain competitive equity programs .
Board Service and Dual-Role Implications
- Board roles: Gerrity is Chairman; he is not listed as independent; committees are chaired by independent directors; a Lead Independent Director is appointed when CEO chairs the Board, with defined responsibilities including presiding over executive sessions and approving materials/agendas .
- Governance mitigants: Majority-independent Board; comprehensive Corporate Governance Guidelines; regular executive sessions; committee autonomy; robust risk oversight .
Investment Implications
- High alignment via sizable equity exposure and performance-tied PSUs; hedging prohibited and awards largely time-based with double-trigger CoC terms reduce misalignment risk .
- Monitor vesting windows (January and February in 2025/2026/2027) for potential supply; retirement vesting provisions can extend settlement timing, reducing immediate churn but still add future float .
- Governance is robust: independent committees, clawbacks, no excise tax gross-ups, and best-practice LTIP design; related party advisory fees and family employment are disclosed—continue surveillance for conflicts and investor perception .
- Pay-for-performance structure: STIP achieved above-target company metrics in 2024; PSUs tied to relative TSR through 2026 provide multi-year market discipline—positive for compensation alignment .
Citations:
Performance snapshot note: Values retrieved from S&P Global.