B. Frank Stanley
W&T OFFSHOREAbout B. Frank Stanley
B. Frank Stanley (age 70) has served as an independent director of W&T Offshore since May 2009. He is Chair of the Audit Committee, designated the Audit Committee Financial Expert, and sits on the Compensation, Nominating & Corporate Governance, and ESG Committees; he holds a B.B.A. in Accounting from Texas A&M University and is a certified public accountant . Stanley is currently Co‑Chief Executive Officer of Retail Concepts, Inc., a privately held retail chain; prior roles include CFO positions in energy-related businesses and audit management at KPMG .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Retail Concepts, Inc. | Co‑Chief Executive Officer | Dec 2012–present | Private company leadership; retail operations oversight |
| Southpoint Porsche Audi WGW Ltd. | Chief Financial Officer | 1987–1988 | Financial leadership |
| KPMG Peat Marwick | Manager, Audit | 1985–1987 | External audit; financial reporting |
| Design Research, Inc. (offshore drilling housing manufacturer) | Chief Financial Officer | 1983–1984 | Energy manufacturing finance |
| Tiger Oilfield Rental Co., Inc. | Chief Financial Officer | 1980–1982 | Oilfield services finance |
| Trunkline Gas Co. | Accountant | 1977–1979 | Energy accounting |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Retail Concepts, Inc. | Co‑Chief Executive Officer | Dec 2012–present | Privately held chain with 32 stores in 13 states; ~700+ employees |
| Other public company directorships | None | — | No current other public boards (reduces interlocks risk) |
Board Governance
- Committee assignments: Audit (Chair), Compensation, Nominating & Corporate Governance, ESG .
- Independence: Board determined Stanley is independent under NYSE standards and Rule 10A‑3; also designated Audit Committee Financial Expert .
- Attendance and engagement: In 2024, the Board met 5 times; Audit Committee 5; Compensation 3; Nominating & Corporate Governance 2; ESG 1—“All of the directors attended all meetings” (100% attendance) .
- Auditor oversight: Audit Committee rotated EY to Deloitte on June 25, 2024; Deloitte appointed for FY2025 and 2024 audit; fees and independence reviewed .
- Presiding Director: John D. Buchanan serves as the Presiding Director in executive sessions (non‑management) .
- Governance practices: Shareholders gained written consent rights, supermajority voting eliminated, bylaw amendment by majority allowed, special meeting threshold lowered to 25%, ESG Committee established .
- Ownership policies: Non‑employee directors must retain shares until holding at least $500,000 in value; all directors were compliant as of Dec 31, 2024; anti‑hedging and anti‑pledging policies apply to directors and employees .
Fixed Compensation
| Component (Non‑Employee Director) | Policy/Rate | 2024 Amount (Stanley) |
|---|---|---|
| Annual cash retainer | $85,000 (reduced from $110,000 in 2023) | $85,000 |
| Audit Committee Chair fee | $25,000 | $25,000 |
| Other committee chair fee | $20,000 (not applicable to Stanley in 2024 as Audit Chair) | — |
| Presiding Director fee | $20,000 (not applicable to Stanley) | — |
| Meeting/committee/misc fees | Eliminated in 2023 | $0 |
| Total fees earned (cash) | Sum of above | $110,000 |
Notes: In 2023, the director retainer was decreased and ancillary fees eliminated to better align with peers .
Performance Compensation
| Equity Element | Grant Date | Grant Form | Grant Date Fair Value | Vesting | Units Outstanding |
|---|---|---|---|---|---|
| Annual director equity | June 14, 2024 | RSUs (time‑based) | $150,001 | RSUs vest on earlier of first anniversary of grant or next annual meeting, if ≥50 weeks after grant | Each director had 73,892 unvested RSUs as of Dec 31, 2024 |
Notes: Company “has no outstanding stock options” and does not generally grant options to directors; RSUs issued under 2023 Incentive Compensation Plan .
Other Directorships & Interlocks
| Company | Role | Period | Interlock/Conflict Notes |
|---|---|---|---|
| None | — | — | No other public company boards disclosed |
Expertise & Qualifications
- Education: B.B.A. in Accounting, Texas A&M University; Certified Public Accountant .
- Designations: Audit Committee Financial Expert (Item 407 Regulation S‑K) .
- Skills matrix (Company view): Financial oversight & accounting, executive leadership, industry experience, M&A/strategic planning, ESG exposure via committee service .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Unvested RSUs | Ownership Policy Compliance | Hedging/Pledging |
|---|---|---|---|---|---|
| B. Frank Stanley | 319,733 | <1% | 73,892 (as of 12/31/2024) | Director stock ownership retention to ≥$500k; all directors compliant as of 12/31/2024 | Anti‑hedging and anti‑pledging policies in place |
Universe: 147,643,470 shares outstanding as of March 31, 2025 .
Insider Trades
| Date | Type | Security | Shares | Price | Source |
|---|---|---|---|---|---|
| 2025-06-05 | Form 4 filed (Section 16) | WTI Common/Derivatives | — | — | |
| 2021-05-10 | Buy | WTI Common | 15,000 | $3.60 | |
| 2012-11-15 | Buy | WTI Common | 2,700 | $15.40 | |
| 2012-05-16 | Buy | WTI Common | 3,000 | $15.71 |
Note: 2024 director RSU grants vest on the earlier of June 14, 2025 or the next annual meeting per the Form 4 narrative; see filing details for specific unit counts .
Governance Assessment
- Effectiveness: Stanley brings deep accounting and audit oversight experience as Audit Chair and designated Financial Expert; independence affirmed; 100% meeting attendance indicates strong engagement .
- Compensation alignment: Board shifted director pay from cash to equity (retainer cut to $85k; RSUs increased to $150k fair value) and removed meeting/committee fees, improving alignment with shareholders; executive program changes drove 91.56% say‑on‑pay approval in 2024 .
- Controls and audit: Oversaw auditor transition from EY to Deloitte in 2024, with committee review of fees and independence—positive refresh signal .
- Ownership alignment and risk mitigation: Strict director retention policy ($500k minimum), anti‑hedging and anti‑pledging policies, and executive clawback—supports investor confidence; all directors in compliance as of 12/31/2024 .
- Potential conflicts and red flags: The CEO controls ~32.8% of voting power and has several related‑party transactions (credit facility affiliate, GOL services, Monza investment), which can pose governance risk; however, related‑party transactions are subject to Audit Committee review with arm’s‑length standards—Stanley’s chair role is central to mitigating these exposures .
- Interlocks: No other public company directorships for Stanley reduce inter‑organizational conflicts and information leakage risk .
RED FLAGS
- CEO concentrated control (32.8%) and multiple related‑party dealings with affiliates (credit facility, services supplier, minority investment vehicle) raise potential influence risks; continued, demonstrable Audit Committee rigor is essential .
Overall: Stanley’s independence, audit expertise, and full engagement, combined with strengthened governance policies and pay alignment changes, are positive for board effectiveness. The primary governance risk stems from concentrated CEO ownership and related‑party transactions, which places heightened importance on Stanley’s Audit Committee oversight and the Board’s adherence to arm’s‑length standards .