John D. Buchanan
W&T OFFSHOREAbout John D. Buchanan
John D. Buchanan, age 61, has served as an independent director of W&T Offshore since April 2024 and is the Board’s Presiding Director. He is a member of the Audit Committee; the Board has determined he is independent under NYSE standards and SEC Rule 10A-3 and financially literate. His education includes an LL.M. in Taxation (NYU School of Law), a J.D. (Vanderbilt University School of Law), and a B.A. in Economics (Washington & Lee University). Prior roles include Assistant General Counsel at ExxonMobil (Feb 2023–Mar 2024), Chief Legal Officer/General Counsel/Corporate Secretary at Comerica (Aug 2015–May 2022), and senior legal leadership positions at the Federal Reserve Bank of Dallas, AmSouth Bancorporation, and SouthTrust Bank.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ExxonMobil Corporation (NYSE: XOM) | Assistant General Counsel | Feb 2023–Mar 2024 | Secretary to Exxon audit and finance committees; handled corporate, regulatory reporting, compliance, securities matters |
| Comerica Inc. (NYSE: CMA) | Chief Legal Officer / General Counsel / Corporate Secretary | Aug 2015–May 2022 | Managed legal division; corporate governance, legal and regulatory functions |
| Federal Reserve Bank of Dallas | Senior Vice President, General Counsel, Corporate Secretary | Feb 2012–Aug 2015 | Senior legal leadership; governance responsibilities |
| AmSouth Bancorporation | Senior EVP, General Counsel, Corporate Secretary | 2005–2007 | Senior legal leadership |
| SouthTrust Bank | EVP, General Counsel, Corporate Secretary | 1996–2005 | Executive legal leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mercedes Benz US International Inc. | Director; Chair of Audit Committee | Not disclosed | Audit Committee chair service |
No current public company directorships disclosed beyond W&T Offshore.
Board Governance
- Committee assignments: Buchanan serves on the Audit Committee; Mr. B. Frank Stanley chairs Audit. Compensation Committee members are Conwill (Chair), Boulet, and Stanley; ESG Committee members are Chang (Chair), Boulet, Conwill, and Stanley. Buchanan is not listed as a member of Compensation or ESG Committees in the proxy.
- Independence: The Board determined all directors other than CEO Tracy W. Krohn are independent under NYSE standards and SEC rules; Buchanan is independent.
- Presiding Director: Buchanan was appointed Presiding Director following the 2024 annual meeting and is expected to continue in 2025; non-employee directors meet in executive session at each regular Board meeting.
- Attendance and engagement: In 2024, the Board held five meetings; Audit held five; Compensation three; Nominating & Corporate Governance two; ESG one. All directors attended all Board and applicable committee meetings and were present at the 2024 Annual Meeting.
- Governance changes: The Board established an ESG Committee, eliminated supermajority voting, enabled shareholder written consent, lowered the special meeting threshold to 25%, and increased authorized share capital; Buchanan was added as Presiding Director as part of board refresh.
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee directors) | $85,000 | Reduced from $110,000 in 2023; no committee membership or meeting fees paid |
| Presiding Director annual cash | $20,000 | Additional cash compensation for Presiding Director role |
| Audit Committee Chair annual cash | $25,000 | Additional cash for chair role (not applicable to Buchanan) |
| Other committee chair annual cash | $20,000 | Additional cash for chair role (not applicable to Buchanan) |
| Buchanan – Fees Earned (2024) | $72,986 | Actual cash paid in 2024 |
| Buchanan – Stock Awards (2024) | $150,001 | Grant date fair value of RSUs (ASC 718) |
| Buchanan – Total (2024) | $222,987 | Sum of cash and equity grant value |
Performance Compensation
| Metric | Specification | Details |
|---|---|---|
| Equity instrument | RSUs (time-based) | Annual non-employee director grant under 2023 Incentive Compensation Plan |
| Grant date (2024) | June 14, 2024 | RSUs granted to all non-employee directors on this date |
| Grant date fair value (Buchanan) | $150,001 | ASC 718 fair value; assumes no service-based forfeitures |
| Unvested RSUs as of 12/31/2024 | 73,892 | For each director listed, including Buchanan |
| Vesting | Earlier of first anniversary of grant or next annual meeting (≥50 weeks post-grant) | Continuous service through vesting date required |
| Performance metrics | None (director awards are time-based) | Company shifted equity mix for executives to PSUs/RSUs, but director equity is RSU-only |
| Change-of-control terms | No single-trigger vesting for directors | Elimination of single-trigger benefits beginning in 2023 |
Other Directorships & Interlocks
- Compensation Committee interlocks: The Compensation Committee is entirely independent; no Company executive serves on a board/compensation committee of any entity with reciprocal executive service on W&T’s Board/Compensation Committee.
- External roles and potential interlocks: Buchanan’s prior legal roles at ExxonMobil and Comerica were executive/legal, not board roles; disclosed external board role at Mercedes Benz US International Inc. (private subsidiary), limiting public-company interlock risk.
Expertise & Qualifications
- Skills matrix: Financial oversight & accounting; industry experience; executive leadership; other outside board experience; M&A & strategic planning; human resources; environmental/sustainability.
- Financial literacy: Audit Committee members, including Buchanan, are financially literate; Mr. Stanley designated as Audit Committee financial expert.
- Education: LL.M. (Taxation) – NYU; J.D. – Vanderbilt; B.A. (Economics) – Washington & Lee.
Equity Ownership
| Holder | Shares Beneficially Owned (3/31/2025) | % of Outstanding | Notes |
|---|---|---|---|
| John D. Buchanan | — | — | As reported in the beneficial ownership table |
- Director stock ownership guidelines: Non-employee directors may not sell or transfer Company shares until they beneficially own shares with an aggregate value of at least $500,000; all Board members were in compliance with the Director Policy as of 12/31/2024.
- Anti-hedging: Directors are prohibited from engaging in hedging transactions (e.g., swaps, collars, exchange funds) that offset declines in Company stock value.
- Anti-pledging: Directors are prohibited from pledging Company securities, including use in margin accounts.
- Insider trading policy: Pre-clearance and blackout procedures apply; policy filed as Exhibit 19.1 to the 2024 Form 10-K.
Governance Assessment
- Board effectiveness: Buchanan’s appointment as Presiding Director adds independent leadership counterbalancing a combined Chair/CEO structure and high insider ownership; his Audit Committee service and financial literacy enhance oversight of reporting and controls.
- Alignment and incentives: Director compensation was restructured to reduce cash (retainer to $85,000) and increase equity ($150,000 RSUs), improving alignment with shareholders; director awards are time-based RSUs with clear vesting and no single-trigger change-of-control vesting.
- Independence, attendance, engagement: Buchanan is independent; the Board and committees had full attendance in 2024; executive sessions occur at each regular meeting, with Buchanan as Presiding Director.
- Potential conflicts and related parties: No material legal proceedings or Compensation Committee consultant conflicts disclosed; no related-party transactions involving Buchanan are noted in the proxy sections returned.
- RED FLAGS
- Beneficial ownership: Buchanan reported “—” shares beneficially owned as of March 31, 2025, which may indicate limited personal capital at risk pending accumulation under the Director Policy; mitigated by strict retention guidelines and anti-hedging/pledging policies.
- Concentrated control: CEO/Chair Tracy W. Krohn controls ~32.8% of shares, amplifying the importance of robust independent leadership and committee oversight.
Overall, Buchanan’s governance profile strengthens independent oversight (Presiding Director; Audit Committee) with strong attendance and compliance, though the absence of disclosed personal share ownership as of 3/31/2025 warrants monitoring for ownership guideline attainment.