Richard Burnett
About Richard A. Burnett
Richard A. Burnett, 51, is an independent director of Select Water Solutions (WTTR), serving since November 2016. He is the Lead Independent Director (appointed in March 2023, effective following the 2023 annual meeting) and Chair of the Audit Committee; the Board designates him an “Audit Committee Financial Expert.” He holds a B.B.A. in Accounting from Texas Tech University and is currently President & CEO of Silver Creek Exploration III, LLC (private).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Silver Creek Exploration III, LLC | President & CEO | Current | Private operator; investment focus on non-op working interests/royalties |
| Silver Creek Oil & Gas, LLC | President & CEO | Began Nov 2019 | Predecessor leadership to Silver Creek Exploration III |
| Covey Park Energy | Chief Financial Officer | Jun 2017 – Oct 2019 | Private E&P (Denham Capital-backed) |
| Double Eagle Energy Holdings II | CFO | Aug 2016 – 2018 (sold to Parsley Energy in 1H18) | U.S. onshore E&P (Apollo-backed) |
| EXCO Resources, Inc. | VP, CFO & CAO | Nov 2013 – Aug 2016 | Public E&P; financial leadership |
| KPMG LLP | Partner; led Energy Audit Practice (Dallas/Ft. Worth BU) | Partner (from 2007); led practice starting Jun 2012; with KPMG 2002–2013 | Public company audit/energy sector specialization |
| Arthur Andersen LLP; Marine Drilling Companies, Inc. | Various | Prior to 2002 | Early career roles |
External Roles
| Company | Role | Tenure | Committees/Notes |
|---|---|---|---|
| US Well Services, Inc. (NYSE: USWS) | Director; Audit Committee Chair | 2018 – Nov 2022 (sold) | Chaired Audit Committee |
| Ranger Oil Corporation (NYSE: ROCC) | Director | Oct 2021 – Jun 2023 (sold to Baytex) | Board service through merger |
Board Governance
- Independence: The Board determined Mr. Burnett is independent under NYSE standards; only the CEO is non-independent.
- Leadership: Lead Independent Director since March 2023. Responsibilities include setting agendas for executive sessions, presiding over independent director meetings, approving Board information/agenda/schedules, liaising with the Chair/management, and engaging with stockholders as appropriate.
- Committee roles: Audit Committee Chair; designated “Audit Committee Financial Expert.” The Audit Committee oversees financial reporting, auditor independence, internal audit, legal/regulatory compliance, related-person transactions, and cybersecurity oversight.
- Attendance and engagement: In 2024 the Board met 7 times; Audit 4; Compensation 4; NG&S 3. Each director attended at least 75% of applicable meetings; all directors attended the 2024 Annual Meeting and are expected to attend in 2025.
Fixed Compensation
Program structure (2024):
- Annual cash retainer: $70,000
- Supplemental fees: Audit Chair $20,000; Compensation Chair $15,000; NG&S Chair $10,000; Lead Director $20,000; Chairman of the Board $100,000
- Annual equity grant: Restricted shares valued at $150,000; 1-year vesting
- Directors were granted 16,447 restricted shares on May 7, 2024, vesting May 7, 2025.
2024 actuals for Mr. Burnett:
| Component | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 115,777 | Reflects base retainer + Lead Director and Audit Chair supplements (2) |
| Stock Awards (Grant Date Fair Value) | 151,477 | Based on 16,447 restricted shares @ $9.21 grant-date price; one-year vest |
| Total | 267,254 | Sum of cash and stock |
Footnote: (2) Mr. Burnett serves as Lead Director.
Performance Compensation
Directors receive time-vested equity, not performance-based awards.
| Award Type | Grant Date | Shares/Units | Fair Value ($) | Vesting / Performance Metrics |
|---|---|---|---|---|
| Restricted Shares | May 7, 2024 | 16,447 | 151,477 | Vests May 7, 2025; time-based (no performance metrics) |
No director performance metrics are used for equity grants; awards are strictly time-vested.
Other Directorships & Interlocks
| Relationship | Detail | Potential Implication |
|---|---|---|
| Cross-appointment with CEO | Mr. Burnett is President & CEO of Silver Creek Exploration III, LLC; WTTR’s CEO/Chair John D. Schmitz serves as Chairman of Silver Creek Exploration III, LLC | Governance interlock to monitor; no related-party transactions with Silver Creek disclosed in the proxy |
| Prior public boards | US Well Services (Audit Chair) and Ranger Oil (sold in 2023) | Relevant sector expertise; no continuing public board seats disclosed |
Expertise & Qualifications
- Designated Audit Committee Financial Expert; extensive audit/financial reporting experience (KPMG partner; led Energy Audit Practice).
- Public-company CFO experience (EXCO Resources, Double Eagle II, Covey Park).
- Energy industry and M&A/capital markets fluency; leadership roles across E&P and audit.
- B.B.A. in Accounting, Texas Tech University.
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Class A common shares beneficially owned | 115,044 | Includes 5,334 options deemed beneficially owned (11) |
| Ownership as % of outstanding | <1% | Table indicates “*” for <1% |
| Shares pledged as collateral | None disclosed | Company policy restricts pledging (requires Audit Committee pre-approval) |
| Ownership guidelines | 5x annual base retainer for directors | All executive officers and directors have satisfied or are on track to satisfy guidelines within 5 years |
Footnote: (11) Of the 115,044 shares, 5,334 are underlying options deemed beneficially owned.
Governance Assessment
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Strengths
- Lead Independent Director with clearly defined responsibilities; enhances independent oversight and stockholder engagement.
- Audit Committee Chair and Financial Expert with deep public company audit and CFO experience; Audit Committee oversees related-person transactions and cybersecurity risk.
- Strong director ownership alignment: 5x retainer guideline; directors granted annual restricted shares; company states all directors are compliant or on track.
- Robust conduct policies: clawback policy compliant with NYSE Rule 303A.14; anti-hedging and restricted pledging policies in place.
- Board effectiveness signals: all directors ≥75% meeting attendance; full attendance at 2024 Annual Meeting.
-
Watch items / Potential conflicts
- Interlock: Mr. Burnett is CEO of Silver Creek Exploration III, LLC where WTTR’s CEO/Chair serves as Chairman. While no related-party transactions involving Mr. Burnett or Silver Creek are disclosed, this relationship warrants continued monitoring given the Audit Chair/Lead Director role.
- Related-party ecosystem: WTTR discloses various transactions with entities controlled by the CEO (e.g., Axis Energy Services, Bell Supply, aviation services), underscoring the importance of rigorous Audit Committee oversight. No disclosures implicate Mr. Burnett personally.
-
Shareholder sentiment indicator
- Say-on-Pay support was approximately 98% at the 2024 annual meeting; Board shifted to annual say-on-pay frequency. While focused on executive pay, high support often reflects confidence in overall compensation governance.
Overall, Mr. Burnett’s audit/accounting depth, public-company CFO background, and leadership as Lead Independent Director support board effectiveness and financial oversight. The disclosed cross-appointment with the CEO at a private company is a notable governance interlock that merits continued monitoring, particularly given Mr. Burnett’s roles as Audit Chair and Lead Director.