Virginia Boulet
W&T OFFSHOREAbout Virginia Boulet
Independent director since March 2005 (Age 71); Chair of the Nominating & Corporate Governance Committee; member of the Compensation and ESG Committees. Education: B.A. in Medieval History (Yale) and J.D., cum laude (Tulane Law). Over 30 years in corporate/securities law focused on M&A, equity offerings, and federal securities compliance; prior roles include law firm partner, special counsel, and President/COO of an online recruiting company .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Loyola University Law School | Adjunct Professor of Law | 2004–2018 | Academic governance and legal education |
| Legacy Capital, LLC | Managing Director | Apr 2014–2021 | Investment management; corporate finance |
| Adams and Reese, LLP | Special Counsel | 2002–Mar 2014 | Corporate/securities law; compliance |
| Phelps Dunbar LLP; Jones Walker LLP | Partner | Pre-2002 | M&A and securities; client counseling |
| IMDiversity, Inc. | President & COO | Prior period (not specified) | Recruiting and board/leadership processes |
External Roles
| Company | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ouster, Inc. (NASDAQ: OUST) | Director; Chair, Nominating & Governance | Current | Governance leadership; oversight |
| Velodyne Lidar, Inc. (NYSE: VLDR) | Director; Chair of Board; Chair, Nominating & Corporate Governance; Member, Compensation | Oct 2021–Feb 2023 | Governance and compensation oversight through merger with Ouster |
| Lumen Technologies, Inc. (NYSE: LUMN) | Director | May 1995–May 2021 | Chair, Nominating & Corporate Governance (25 years); Lead Independent Director at times; member of Compensation & HR and Audit committees |
Board Governance
- Current WTI committee assignments: Chair, Nominating & Corporate Governance; Member, Compensation; Member, ESG .
- Independence: Board determined all directors other than CEO Tracy Krohn are independent under NYSE/SEC/Texas standards; committee independence affirmed (Audit/Comp/N&CG/ESG comprised solely of independent directors) .
- Attendance and engagement: In 2024, Board held 5 meetings; Compensation 3; N&CG 2; Audit 5; ESG 1; all directors attended all Board and committee meetings on which they served; all directors attended the 2024 Annual Meeting . Independent directors attended every shareholder engagement meeting in 2024 .
- Governance practices: Executive sessions each regular meeting; Presiding Director (John Buchanan) leads independent director sessions; director continuing education (including cybersecurity training quarterly) .
Fixed Compensation
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Annual Cash Retainer | 85,000 | Non-employee director retainer reduced from $110,000 to $85,000 beginning 2023 |
| Committee Chair Fee | 20,000 | For chairing non-Audit committees (Boulet chairs N&CG) |
| Meeting/Committee/Misc Fees | 0 | Eliminated in 2023 |
| Total Fees Earned (Boulet) | 105,000 | 2024 reported |
Performance Compensation
| Equity Component | Grant Date | Shares/Units | Fair Value (USD) | Vesting | Notes |
|---|---|---|---|---|---|
| Annual RSU grant (Boulet) | Jun 14, 2024 | 73,892 | 150,001 | Earlier of 1st anniversary or next annual meeting ≥50 weeks; continuous service required | RSUs under 2023 Incentive Compensation Plan; no stock options outstanding |
| RSU award (Boulet) | Jun 3, 2025 | 103,448 | — | As granted in 2025 | Reported on Form 4; award (“A”) of RSUs |
| RSU vest/convert (Boulet) | Jun 3, 2025 | 73,892 | — | Vested/converted to common (“M-Exempt”) | Post-transaction beneficial ownership 444,149 shares |
Structure signals: directors receive time-based RSUs (no options); vesting aligns service with equity ownership; equity award size increased from $70,000 to $150,000 in 2023 to enhance alignment .
Other Directorships & Interlocks
| External Board | Overlap/Interlock with WTI | Potential Conflict |
|---|---|---|
| Ouster, Inc.; Velodyne Lidar (prior) | No WTI supplier/customer disclosed | None disclosed in proxy |
| Lumen Technologies (prior) | Telecommunications; no WTI linkage disclosed | None disclosed in proxy |
Expertise & Qualifications
- Skills matrix: M&A & strategic planning; human resources; industry experience; executive leadership; financial oversight/accounting; diversity; other outside board experience .
- Legal/compliance depth enables transaction review and governance policy leadership as N&CG Chair .
Equity Ownership
| Metric | Value |
|---|---|
| Shares beneficially owned (Mar 31, 2025) | 370,257; less than 1% of outstanding |
| Post-vesting ownership (Jun 3, 2025) | 444,149 shares after RSU conversion (“M-Exempt”) |
| Director stock ownership guideline | Minimum $500,000 value; all directors compliant as of Dec 31, 2024 |
| Anti-hedging / anti-pledging | Prohibited for directors and employees |
Governance Assessment
- Board effectiveness: Boulet’s long tenure and legal/M&A background bolster nomination, evaluation, and governance policy oversight; committee independence and executive sessions strengthen checks-and-balances .
- Compensation alignment: Director cash reduced; equity increased; RSU-only structure for directors; no options; double-trigger CoC vesting adopted in 2023; 2024 say‑on‑pay approval 91.56% indicates improved investor confidence after program revisions .
- Independence/engagement: Full attendance across Board/committees; independent directors led shareholder outreach; Boulet is independent under NYSE rules .
- Conflicts/related-party exposure: Proxy discloses related-party transactions primarily involving CEO Tracy Krohn (credit facility, notes purchases, JV and services via GOL); Compensation Committee (of which Boulet is a member) reviews contracts with current/former directors and officers to mitigate conflicts . No Boulet-specific related-party transactions disclosed.
- Policies reducing risk: Director ownership guideline ($500k), anti-hedging/pledging, clawback policy (2023) for incentive-based compensation, transparent committee charters .
Insider Trades (Form 4) – Virginia Boulet
| Filing Date | Transaction Date | Type | Security | Quantity | Post-Transaction Ownership | Source |
|---|---|---|---|---|---|---|
| 2025-06-05 | 2025-06-03 | A (Award) | RSUs | 103,448 | 103,448 | |
| 2025-06-05 | 2025-06-03 | M (Exempt – conversion) | Common Stock (from RSUs) | 73,892 | 444,149 |
Alignment signal: equity awards and conversions increase direct ownership; no pledging/hedging permitted .
Director Compensation (2024)
| Name | Fees Earned (USD) | Stock Awards (USD) | Total (USD) |
|---|---|---|---|
| Virginia Boulet | 105,000 | 150,001 | 255,001 |
Board Governance (Committee Assignments)
| Committee | Role |
|---|---|
| Nominating & Corporate Governance | Chair |
| Compensation | Member |
| ESG | Member |
RED FLAGS
- CEO concentration: Founder/CEO controls ~32.8% of voting power; necessitates strong independent oversight (Boulet chairs N&CG) .
- Related-party transactions: Significant arrangements with entities affiliated with CEO (credit facilities, notes, services); monitored via committee review; not linked to Boulet but remain enterprise-level governance risk .
Overall: Boulet’s independence, committee leadership, attendance, and rising equity ownership support investor alignment; program changes and high say‑on‑pay approval indicate responsive governance. Continued vigilance on CEO-related transactions and concentrated ownership remains important for confidence .