Gayle Burleson
About Gayle L. Burleson
Independent director at Select Water Solutions (WTTR) since June 2021, Burleson is a 30+ year oil and gas executive with deep U.S. shale operating experience, formerly SVP of Business Development & Land at Concho Resources through its sale to ConocoPhillips in January 2021. She holds a B.S. in Chemical Engineering from Texas Tech University; age 59 as disclosed in the 2025 proxy. The board has affirmatively determined she is independent under NYSE standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Concho Resources Inc. | SVP, Business Development & Land (prior roles of increasing responsibility) | ~2006–Jan 2021 | Senior leadership in U.S. shale; remained through acquisition by ConocoPhillips in Jan-2021 |
| BTA Oil Producers | Engineering/operations roles | Not disclosed | Technical and operations experience |
| Mobil Oil Corporation | Engineering/operations roles | Not disclosed | Technical and operations experience |
| Parker & Parsley Petroleum Company | Engineering/operations roles | Not disclosed | Technical and operations experience |
| Exxon Corporation | Engineering/operations roles | Not disclosed | Technical and operations experience |
External Roles
| Company | Exchange/Ticker | Role | Notes |
|---|---|---|---|
| Sitio Royalties Corp. | NYSE: STR | Director | Current public company board |
| Atlas Energy Solutions Inc. | NYSE: AESI | Director | Current public company board |
Board Governance
- Committee assignments: Chair, Compensation Committee (members: Burleson (Chair), Fernandez‑Moreno, Roberts, Wall)
- Independence status: Independent director; the board determined all directors other than the CEO are independent under NYSE standards
- Attendance: In 2024, the board met 7 times; Compensation Committee met 4 times; each director attended at least 75% of applicable meetings; all directors attended the 2024 annual meeting
- Lead Independent Director: Richard A. Burnett; independent directors meet in executive session on a regular basis
- Years of service on this board: Since June 2021 (standing for re‑election to one‑year terms)
- Skills matrix: Company’s skills table attributes Energy Industry, Operations/Strategic Planning, Executive Leadership (and other skills) to Burleson
Fixed Compensation
Program structure and Burleson’s 2024 non-employee director pay:
| Item | Detail |
|---|---|
| Board cash retainer (program) | $70,000 annual cash retainer for non-employee directors |
| Committee chair fees (program) | Compensation Committee Chair: +$15,000; Audit Chair: +$20,000; NG&S Chair: +$10,000; Lead Director: +$20,000 |
| Equity (program) | Annual grant of restricted shares valued at $150,000; in 2024, 16,447 restricted shares granted on May 7, 2024, vesting May 7, 2025, based on $9.21 grant-date stock price |
| Burleson – 2024 cash actually paid | $90,777 |
| Burleson – 2024 equity grant value | $151,477 (16,447 restricted shares granted) |
| Burleson – 2024 total | $242,254 |
Performance Compensation
The following metrics and outcomes governed 2024 executive annual incentives (oversight by the Compensation Committee chaired by Burleson). Weighted payout on company-wide metrics was 75.1%; total payout including strategic component was 95.1% of target.
| Metric | Threshold | Target | Maximum | 2024 Actual | Payout of Target | Weight | Weighted Contribution |
|---|---|---|---|---|---|---|---|
| Adjusted EBITDA | $191.5 mm | $278.7 mm | $334.4 mm | $258.4 mm | 87.8% | 40% | 35.1% |
| Free Cash Flow (FCF) | $50.6 mm | $101.1 mm | $151.7 mm | $98.9 mm (adjusted for capital timing) | 97.8% | 30% | 29.3% |
| Safety (TRIR/LTIR) | — / — | 0.68 / 0.24 | — / 0.20 | 0.54 / 0.25 | 100% | 5% | 5.0% |
| Recycled Water Volumes | 116.5 mmbbls | 233.0 mmbbls | 279.6 mmbbls | 264.3 mmbbls | 113.4% | 5% | 5.7% |
| Strategic Individual Goals | n/a | n/a | n/a | Committee-approved | 20% | 20% | 20.0% |
Long-term incentive PSU frameworks adopted/overseen in 2024:
- Relative ROA PSUs (2024–2026): Earnout scale: Top 10=50%, Top 7=100%, Top 3=200%; negative absolute TSR caps payout at 0% regardless of ranking
- TSR PSUs (2024–2026): Earnout scale: <0%=0%, 0%=50%, 10%=100%, ≥30%=200%
- Program changes: Added TSR to PSUs; increased max PSU payout to 200%; modified PSU termination provisions to allow pro‑rata vesting without Cause to improve retention; reduced annual bonus strategic weighting (more formulaic)
Say‑on‑Pay signal: 2024 say‑on‑pay approval ~98%, and moved to annual frequency at shareholder request (committee now runs annual votes)
Other Directorships & Interlocks
| Topic | Detail |
|---|---|
| Current public company boards | Sitio Royalties Corp. (NYSE: STR); Atlas Energy Solutions Inc. (NYSE: AESI) |
| Compensation Committee composition (WTTR) | Burleson (Chair), Fernandez‑Moreno, Roberts, Wall; all independent per NYSE “heightened” standards |
| Interlocks | Proxy discloses no compensation committee interlocks involving WTTR’s Compensation Committee members; a board‑level cross‑involvement exists between CEO Schmitz and Director Burnett at a private company, but not involving Burleson |
Expertise & Qualifications
- 30+ years in E&P operations and business development; extensive U.S. shale experience
- Executive leadership roles; engineering background (B.S. Chemical Engineering, Texas Tech)
- Skills matrix shows Energy Industry, Operations/Strategic Planning, Executive Leadership among her competencies
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership | 68,346 shares of Class A common stock (<1%) |
| Unvested director equity (as of 12/31/2024) | 16,447 restricted shares granted in 2024, vesting May 7, 2025 (applies to each non-employee director) |
| Stock ownership guidelines | Non-employee directors: 5x annual cash retainer; all executives and non-employee directors have satisfied or are on track within five years |
| Hedging/pledging policy | Hedging prohibited for directors; pledging requires Audit Committee pre‑approval |
Governance Assessment
- Positives: Independent director and Compensation Committee Chair; strong attendance; robust compensation governance (independent consultant—Meridian—engaged in 2024; clawback policy compliant with NYSE Rule 303A.14; anti‑hedging) . High shareholder Say‑on‑Pay support (~98%) underscores investor alignment with the pay program she helps oversee .
- Alignment: Director ownership policy (5x retainer) and annual equity grants support skin‑in‑the‑game; Burleson’s 2024 director pay mix tilted to equity (cash $90,777; equity $151,477) .
- Oversight signals: The committee increased performance rigor (TSR added to PSUs; PSU cap when absolute TSR is negative; lowered discretionary weighting; raised PSU max to 200%), tying outcomes to quantifiable metrics (Adjusted EBITDA, FCF, safety, recycled volumes) .
- Conflicts review: No related‑party transactions involving Burleson are disclosed; company‑wide related‑party dealings (primarily CEO‑affiliated entities) are subject to the Related Party Transactions policy and Audit Committee review .
- RED FLAGS: None disclosed for Burleson regarding attendance shortfalls, related‑party exposure, hedging/pledging, or interlocks. Continue to monitor workload from multiple public boards and ongoing pay‑program changes for sustained alignment.