Daniel O. Conwill IV
W&T OFFSHOREAbout Daniel O. Conwill IV
Independent director of W&T Offshore since 2021; age 64. Chair of the Compensation Committee and member of the Audit and ESG Committees, with over 30 years in investment banking and corporate finance across energy and capital markets. He holds Bachelor’s and Master’s degrees in Accounting and a law degree from the University of Mississippi; the Board has determined he is independent under NYSE and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Seaport Global Securities | Co-Chief Executive Officer and Head of Investment Banking | 2014–Apr 2019 | Led IB; energy coverage |
| Global Hunter Securities | Founder, Chairman, CEO; Manager, Investment Banking Group | 2005–2013 | Built oil & gas IB platform; former Chairman of the board (2005–2013) |
| Jefferies & Co. | Executive Vice President; Co-Director of Corporate Finance; founder of oil & gas IB group | 1993–2005 | Established energy IB group (1993) |
| Howard, Weil, Labouisse, Friedrichs, Inc. | Managing Director, Corporate Finance | Pre-1993 | Energy-focused corporate finance |
| Arthur Andersen & Co. | Tax Department | Early career | Accounting/tax foundation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Felix’s Restaurant Group | Owner/Operator | Purchased in 2012; ongoing | Operates seafood restaurants across Gulf Coast |
| Durfort Holdings SRL | Chief Financial Officer | Jul 2019–Jun 2022 | International tobacco products conglomerate |
Board Governance
- Committee assignments: Chair—Compensation; Member—Audit and ESG .
- Independence: Board determined all directors other than CEO Tracy W. Krohn are independent; Conwill is independent .
- Attendance: In 2024, the Board met 5 times; Compensation 3; Audit 5; ESG 1, and all directors attended all Board and committee meetings on which they served (100% attendance) .
- Presiding Director and executive sessions: Independent director John D. Buchanan serves as Presiding Director; non-employee directors meet in executive session at each regular Board meeting .
| Governance Item | 2024 Status |
|---|---|
| Board Meetings Attended | 5 of 5 (100%) |
| Compensation Committee Meetings Attended | 3 of 3 (100%) |
| Audit Committee Meetings Attended | 5 of 5 (100%) |
| ESG Committee Meetings Attended | 1 of 1 (100%) |
| Independence | Independent (NYSE/SEC) |
Fixed Compensation
- Structure changes implemented in 2023: reduced cash retainer to $85,000; committee chair fees—$25,000 (Audit), $20,000 (other committees), $20,000 (Presiding Director); equity grant increased to $150,000 in RSUs; elimination of meeting/consent fees .
| Component (FY 2024) | Amount |
|---|---|
| Annual Cash Fees (Retainer + Chair fee) | $105,000 (retainer $85,000 + Compensation Chair $20,000) |
| Equity Grant (RSUs, grant-date fair value) | $150,001 |
| Total | $255,001 |
| Unvested RSUs Outstanding (12/31/2024) | 73,892 |
| RSU Vesting Terms | Earlier of first anniversary of grant or next annual meeting (≥50 weeks), subject to continuous service |
Performance Compensation
- As Compensation Chair, Conwill oversees performance-linked NEO pay design:
- Annual metrics emphasize Adjusted EBITDA, Adjusted EBITDA Margin, LOE, G&A, and operational/ESG metrics .
- Long-term equity mix: 60% PSUs / 40% RSUs since 2023; PSUs measured on 3-year TSR and CROCE performance; multi-year vesting .
- Governance guardrails: clawback policy; anti-hedging/anti-pledging; stock ownership/retention guidelines; max annual bonus capped at 200%; elimination of single-trigger vesting on change of control .
| Incentive Element | Metric/Design | Notes |
|---|---|---|
| Annual Cash Incentive (NEOs) | Adjusted EBITDA; EBITDA Margin; LOE; G&A; Ops/ESG | Formulaic with defined targets |
| Long-Term Incentive (NEOs) | 60% PSUs (3-year TSR, CROCE); 40% RSUs | Implemented 2023; multi-year vesting |
| Risk Controls | Clawback; anti-hedging/pledging; bonus cap 200% | Strengthens pay-for-performance |
| Change-of-Control | No single-trigger in CEO agreement; awards no single-trigger vesting | Reformed in 2023 |
Other Directorships & Interlocks
| Company | Role | Tenure | Interlock/Comments |
|---|---|---|---|
| Global Hunter Securities | Chairman of the Board (former) | 2005–2013 | Prior role; no current public board disclosed |
- Compensation Committee Interlocks: None disclosed; committee comprised entirely of independent directors .
Expertise & Qualifications
- Education: Bachelor’s and Master’s degrees in Accounting; J.D. (University of Mississippi) .
- Skills: M&A & strategic planning; industry experience; executive leadership; financial oversight & accounting; cybersecurity; human resources; other outside board experience .
- Background: Founder/leader of energy investment banking platforms; deep capital markets advisory for oil and gas companies .
Equity Ownership
| Ownership Detail | As of 3/31/2025 |
|---|---|
| Beneficially Owned Shares | 73,736 |
| Percent of Shares Outstanding | <1% (asterisk per proxy) |
| Unvested RSUs | 73,892 (12/31/2024) |
| Director Ownership Policy | Minimum $500,000 aggregate value; all directors in compliance as of 12/31/2024 |
Section 16 compliance: Company reports timely filings for directors in 2024; the single late Form 4 was by an executive officer, not a director .
Governance Assessment
-
Positives
- Independent director with 100% meeting attendance and leadership as Compensation Chair .
- Oversight of substantive pay reforms: stronger alignment via PSUs, bonus caps, clawbacks, anti-hedging/pledging, and removal of single-trigger provisions; shareholder support improved with 91.56% “say-on-pay” approval in 2024 .
- Robust director ownership/retention policy; compliance affirmed .
- Committee composition entirely independent; strong ESG oversight via ESG Committee .
-
Potential Conflicts
- No related-party transactions involving Conwill disclosed in “Certain Relationships and Related Transactions”; related-party exposures centered on CEO-affiliated credit facility/notes and legacy Monza investment, and pre-appointment fees to an executive officer’s law firm .
- CEO controls ~32.8% voting power; mitigated by independent Presiding Director and independent committees; heightens importance of Compensation Chair’s independence and rigor .
-
RED FLAGS
- Concentrated insider control by CEO (32.8%) warrants continued vigilance on pay and governance practices; Compensation Chair role is pivotal to maintain alignment and investor confidence .
- Monitor continued adherence to anti-hedging/pledging and clawbacks; ensure PSUs remain tied to rigorous TSR/CROCE targets .