SECURITIES AND EXCHANGE COMMISSION
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
To Be Hosted Virtually on May 24, 2024
| | | | By Order of the Board of Directors | |
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Luke C. Brandenberg
President and Chief Executive Officer |
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April 15, 2024
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Important Notice Regarding the Availability of Proxy Materials for the Granite Ridge Resources, Inc.
Stockholder Meeting to be Hosted Virtually on May 24, 2024 The Proxy Materials, including our 2023 Annual Report, are available at https://ir.graniteridge.com. |
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To Be Hosted Virtually on May 24, 2024
Proposal
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Votes Required
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Effect of
“Withhold” or “Abstain” Votes |
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Effect of Broker
Non-Votes |
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1.
Election of directors
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| | Plurality of the votes cast by the stockholders present at the Annual Meeting and entitled to vote thereon. This means that the two director nominees who receive the highest number of “FOR” votes will be elected as Class II directors. You may vote “For” or “Withhold” with respect to each director nominee. | | | None | | | None | |
2.
Ratification of our independent auditors
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| | Majority of the votes cast by the stockholders present in person or represented by proxy at the Annual Meeting and entitled to vote thereon. You may vote “For,” “Against” or “Abstain” with respect to this proposal. | | | None | | |
Not Applicable
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Name
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Age
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Position
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Director
Class |
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Term
Expiration |
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Independent
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Luke C. Brandenberg
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| | 38 | | | President and Chief Executive Officer | | | | | | | | | | |
Tyler S. Farquharson | | | 41 | | | Chief Financial Officer | | | | | | | | | | |
Matthew Miller | | | 40 | | |
Director and Co-Chairman of the Board
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| | Class II | | |
2024
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| | No | |
Griffin Perry | | | 40 | | |
Director and Co-Chairman of the Board
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| | Class III | | |
2025
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| | No | |
Amanda N. Coussens
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| | 43 | | | Director | | | Class III | | |
2025
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| | Yes | |
Thaddeus Darden | | | 37 | | | Director | | | Class I | | |
2026
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| | No | |
Michele J. Everard | | | 72 | | | Director | | | Class I | | |
2026
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| | Yes | |
Kirk Lazarine | | | 70 | | | Director | | | Class I | | |
2026
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| | No | |
John McCartney | | | 71 | | | Director | | | Class II | | |
2024
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| | Yes | |
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Matthew Miller, Director (Class II) and Co-Chairman of the Board
Mr. Miller is a Co-Founder and has served as a Managing Director at Grey Rock Investment Partners (“Grey Rock Partners”) since 2013 and a member of Grey Rock Partners’ Investment Committee and Valuation Committee since 2013. At Grey Rock Partners, Mr. Miller focuses on deal origination, valuation, due diligence, execution, project management and divestitures. Mr. Miller works to maximize return for a given amount of risk for the Grey Rock Partners’ portfolio. Previously, Mr. Miller served as a Vice President at Bluescape Resources from 2008 to 2013. And prior to Bluescape Resources, Mr. Miller worked at McKinsey & Co. from 2006 to 2008. Mr. Miller also serves as the co-chair of the University of Virginia Jefferson Scholars DFW Regional Selection Committee. Mr. Miller holds a BS in Commerce from the University of Virginia, and he is a Certified Financial Analyst (“CFA”) charterholder.
Mr. Miller has served as a director of Granite Ridge since 2022. Granite Ridge believes Mr. Miller is qualified to serve on the Board because of his extensive experience in the energy sector, his business acumen, and his leadership skills.
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John McCartney, Director (Class II)
Mr. McCartney joined the executive management team of US Robotics in March 1984 as Vice President and Chief Financial Officer. At US Robotics, he served in various executive capacities, including as Executive Vice President, International, until serving as President and Chief Operating Officer from January 1996 until its merger with 3Com Corporation in June 1997. From June 1997 to March 1998, Mr. McCartney held the position of President of 3Com Corporation’s Client Access Unit. Since 2010, Mr. McCartney has served as Chairman of the Board of Huron Consulting Group (NASDAQ: HURN), where he has been a director since 2004. Mr. McCartney has also served as a director of EQT, Corp. (NYSE: EQT), a publicly traded natural gas exploration and production company, since 2019 and currently serves as a member of its public policy and corporate responsibility, and corporate governance committees. From 2007 to 2023, Mr. McCartney served on the board of Datatec Limited, a publicly traded networking technology and services company. Mr. McCartney has also served on the boards of Transco, Inc. a Chicago-based company that provides solutions to customers in the electric utility industry, Westcon Group, Inc., a specialty distributor of networking and communications equipment, Rice Energy Inc., a formerly publicly traded independent natural gas and oil company acquired by EQT in 2017, and Covance Inc., a formerly publicly traded drug development services company acquired by Laboratory Corporation of America Holdings (NYSE: LH) in 2015. Mr. McCartney received a B.A. in Philosophy from Davidson College and an M.B.A. from The Wharton School of the University of Pennsylvania.
Mr. McCartney has served as a director of Granite Ridge since 2022. Granite Ridge believes Mr. McCartney is qualified to serve on the Board because of his deep public company, governance, and accounting experience, having served as chairman and vice chairman of the boards of numerous public and private companies, including another energy company.
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Griffin Perry, Director (Class III) and Co-Chairman of the Board
Mr. Perry is a Co-Founder and has served as a Managing Director at Grey Rock Investment Partners (“Grey Rock Partners”) since 2013 and a member of Grey Rock Partners’ Investment Committee and Valuation Committee since 2013, where he focuses on deal origination, business development, portfolio management, and divestitures.
From 2012 to 2013, Mr. Perry was the President of Caddis Energy, an oil and gas investment company that partnered with industry leaders to raise capital and develop a pipeline of business focusing on both operated and non-operated oil and gas properties. From 2007 to 2012, Mr. Perry worked as a financial advisor with UBS and Deutsche Bank. During his tenure in these positions, Mr. Perry worked to grow assets under management from $300 million to $500 million. He is also a member of the Cotton Bowl Board. Mr. Perry holds a BA in economics and history from Vanderbilt University.
Mr. Perry has served as a director of Granite Ridge since 2022. Granite Ridge believes Mr. Perry is qualified to serve on the Board because of extensive experience in the energy sector, in risk management and investor relations, as well as his business acumen and leadership skills.
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Amanda N. Coussens, Director (Class III)
Ms. Coussens is the Chief Financial Officer and Chief Compliance Officer for P10, Inc. (NYSE: PX), a publicly traded asset manager, with over $20 billion in assets under management where she has served since January 2021, taking P10, Inc. both through an initial public offering and a subsequent debt refinance. Prior to P10, Inc., from 2017 through 2020, Ms. Coussens served as Chief Financial Officer and Chief Compliance Officer of PetroCap, LLC (“PetroCap”), an upstream energy private equity fund, where she oversaw finance both for PetroCap and portfolio companies of PetroCap. Prior to PetroCap, from 2015 through 2017, Ms. Coussens served as a consulting Chief Financial Officer with Aduro Advisors where she worked for several start-up venture and private equity funds in the upstream energy sector. Prior to Aduro Advisors, from 2014 through 2016, Ms. Coussens served as Chief Financial Officer for White Deer Energy, a private equity firm targeting investments in oil and gas exploration and production, oilfield service and equipment manufacturing, and the midstream sector of the energy industry. Prior to White Deer Energy, from 2013 through 2014, Ms. Coussens served as Director of Financial Services for Timmon Advisors, LLC, an asset management firm, and from 2010 through 2013, Ms. Coussens served as Director of SEC and Financial Reporting for Edelman Financial Group (formerly Sanders Morris Harris) (NASDAQ: EF), a publicly traded asset management firm with over $20 billion of assets under management, overseeing aspects of SEC reporting and acquisition integration. Ms. Coussens began her career as an audit and tax associate for Null-Lairson, P.C. from 2002 to 2004, an audit manager for Grant Thornton from 2004 to 2008, and a controller for Tudor, Pickering, Holt and Co. and TPH Partners from 2008 to 2010. Ms. Coussens is a Certified Public Accountant and holds a B.A. in Accounting from the University of Houston, where she graduated with honors.
Ms. Coussens has served as a director of Granite Ridge since 2022. Granite Ridge believes Ms. Coussens is qualified to serve on the Board because of her extensive experience in the energy industry in finance, accounting, and operational roles, including her prior expertise as the CFO of a publicly traded company and experience with oil and gas private equity firms.
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Thaddeus Darden, Director (Class I)
Mr. Darden has served as a Managing Director at Grey Rock Partners and a member of Grey Rock Partners’ Investment Committee and Valuation Committee since 2023. Previously, Mr. Darden served in various roles of increasing responsibility at Grey Rock Partners since 2014, most recently as Partner — Finance. Mr. Darden manages Grey Rock Partners’ investment team and leads deal diligence, portfolio valuation, and business development. From 2010 to 2014, Mr. Darden worked at Bain & Company primarily in the oil and gas practice. During Mr. Darden’s tenure at Bain, he provided deal diligences, built growth strategies, and streamlined operations for numerous upstream and midstream oil and gas companies. Mr. Darden holds a BS in Systems Engineering from the University of Virginia where he was a Jefferson Scholar.
Mr. Darden has served as a director of Granite Ridge since 2022. Granite Ridge believes Mr. Darden is qualified to serve on the Granite Ridge Board because of his extensive experience in the energy sector, particularly with respect to deal origination, valuation, and analysis, and his business acumen.
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Michele J. Everard, Director (Class I)
Ms. Everard was employed in the University of Michigan’s Investment Office for over 38 years, most recently as Managing Director, until her retirement in December of 2019. Ms. Everard was responsible for investment strategy, recommendation of new investment opportunities and monitoring of the University Endowment’s Real Estate and Natural Resources portfolios. She was a member of the University’s Investment Committee from 2009 to 2019 and participated in the management of all of the University’s investment programs, including the Endowment Fund which ranks in the top ten among institutions of higher education. Currently, Ms. Everard is a member of the Advisory Board of the RFM Affordable Housing Fund, L.P., sponsored by Related Fund Management, LLC, since 2022. Ms. Everard has a Bachelor of Business Administration in finance from Eastern Michigan University and is a CFA charterholder.
Ms. Everard has served as a director of Granite Ridge since 2022. Granite Ridge believes Ms. Everard is qualified to serve on the Board because of her depth of knowledge as the director of real asset investments for the University of Michigan.
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Kirk Lazarine, Director (Class I)
Mr. Lazarine is a Co-Founder at Grey Rock Partners. From 2013 through 2023, Mr. Lazarine was a Managing Director at Grey Rock and a member of Grey Rock Partners’ Investment Committee, where he focused on deal origination, business development, portfolio management, and divestitures.
From 2004 to 2013, Mr. Lazarine served as CEO of KOR Resources (“KOR”), where he led the acquisition of a significant lease position in the Eagle Ford oil window. Prior to working at KOR, Mr. Lazarine served at Chevron for 23 years, including as an area manager for Chevron’s unconventional gas team. Mr. Lazarine holds a Bachelors of Business Administration degree from Southwest Texas State University and a Bachelor of Science degree in Petroleum Land Management from the University of Houston. He is a member of the American Association of Petroleum Landmen (AAPL) and the West Houston Association of Petroleum Landmen (WHAPL).
Mr. Lazarine has served as a director of Granite Ridge since 2022. Granite Ridge believes Mr. Lazarine is qualified to serve on the Board because of extensive experience in the energy sector, his business acumen, and his leadership skills.
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Luke C. Brandenberg, President and Chief Executive Officer
Mr. Brandenberg has over 16 years of experience in the energy industry. Prior to joining Granite Ridge as President and Chief Executive Officer in June 2022, he served as Managing Director of Vortus Investments, a private equity firm focused on the lower/middle market upstream energy industry in North America, from April 2021 through June 2022. From 2020 to April 2021, Mr. Brandenberg partnered with Grey Rock Partners to launch a special situations initiative and to lead the deal origination, structuring, and relationship management efforts for the new platform. From 2010 to 2020, Mr. Brandenberg served in various roles with EnCap Investments, most recently as Director — Upstream Investment Staff, where he was a key board member and the primary relationship manager on multiple portfolio companies representing a significant portion of EnCap’s equity commitments. From 2007 to 2010, Mr. Brandenberg served as an investment banking analyst in the energy group of Raymond James & Associates where he focused on public market capital raises, restructuring of oil and gas investments, and mergers and acquisitions advisory work in the upstream, midstream, and oilfield services sectors. Mr. Brandenberg has a Bachelor of Business Administration degree with honors in Business Honors and Finance from The University of Texas at Austin.
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Tyler S. Farquharson, Chief Financial Officer
Mr. Farquharson has over 18 years of oil and gas finance experience. Prior to joining Granite Ridge as its Chief Financial Officer in 2022, Mr. Farquharson served as Vice President, Chief Financial Officer and Treasurer of EXCO Resources, Inc. (“EXCO”), an independent oil and natural gas company, from October 2017 to May 2022. Mr. Farquharson began his career in August 2005 serving in various corporate finance, planning, treasury and investor relations roles at EXCO. Mr. Farquharson received a B.S. in Finance from the University of Kansas in 2005.
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Name
|
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Audit
Committee |
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Compensation
Committee |
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Conflicts
Committee |
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ESG
Committee |
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Matthew Miller(1)
|
| | | | | | | | | | X | | | | | | | | | | | | | | |
Griffin Perry(1)
|
| | | | | | | | | | | | | | | | | | | | | | X(2) | | |
Amanda N. Coussens
|
| | | | X(2) | | | | | | X(3) | | | | | | X | | | | | | X | | |
Thaddeus Darden
|
| | | | | | | | | | X(2) | | | | | | | | | | | | X | | |
Michele J. Everard
|
| | | | X | | | | | | | | | | | | X(2) | | | | | | | | |
Kirk Lazarine | | | | | | | | | | | | | | | | | | | | | | | | | |
John McCartney(4)
|
| | | | X | | | | | | X | | | | | | X | | | | | | | | |
Total Meetings in 2023
|
| | | | 5 | | | | | | 4 | | | | | | 1 | | | | | | 2 | | |
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2023
|
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2022
|
| ||||||
Audit Fees(1)
|
| | | $ | 1.3 | | | | | $ | 1.1 | | |
Audit-Related Fees(2)
|
| | | $ | 0.1 | | | | | $ | 0.0 | | |
Tax Fees(3)
|
| | | $ | 0.3 | | | | | $ | 0.1 | | |
All Other Fees
|
| | | $ | 0.0 | | | | | $ | 0.0 | | |
Total Fees
|
| | | $ | 1.7 | | | | | $ | 1.2 | | |
Michele J. Everard
John McCartney
Name
|
| |
Principal Position
|
|
Luke C. Brandenberg | | | President and Chief Executive Officer | |
Tyler S. Farquharson | | | Chief Financial Officer | |
Name and Principal Position
|
| |
Year
|
| |
Salary
($) |
| |
Bonus
($) |
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Stock
Awards ($) |
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Option
Awards ($) |
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Non-Equity
Incentive Plan Comp. ($) |
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All Other
Comp.(8) ($) |
| |
Total
($) |
| ||||||||||||||||||||||||
Luke C. Brandenberg
President and Chief Executive Officer |
| | | | 2023 | | | | | $ | 400,000 | | | | | $ | 300,000 | | | | | $ | 355,824(1) | | | | | $ | 161,710(2) | | | | | | | | | | | $ | 6,000 | | | | | $ | 1,223,534 | | |
| | | 2022 | | | | | $ | 71,371(3) | | | | | $ | 150,000(4) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | $ | 221,371 | | | ||
Tyler S. Farquharson
Chief Financial Officer |
| | | | 2023 | | | | | $ | 385,000 | | | | | $ | 173,250 | | | | | $ | 305,819(5) | | | | | $ | 161,710(2) | | | | | | | | | | | $ | 6,000 | | | | | $ | 1,031,779 | | |
| | | 2022 | | | | | $ | 68,871(6) | | | | | $ | 57,750(7) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | $ | 126,621 | | |
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Option awards
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Stock awards
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Name
|
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Number of
securities underlying unexercised options (#) exercisable |
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Number of
securities underlying unexercised options (#) unexercisable |
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Option
exercise price ($) |
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Option
expiration date |
| |
Number
of shares or units of stock that have not vested (#) |
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Market value of
shares of units of stock that have not vested ($) |
| |
Equity incentive
plan awards: Number of unearned shares, units or other rights that have not vested (#) |
| |
Equity incentive
plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($) |
| ||||||||||||||||||||||||
Luke C. Brandenberg
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Restricted Stock(1)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | 13,287 | | | | | $ | 79,988 | | | | | | | | | | | | | | |
Performance-Based Restricted Stock Units(2)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 26,574 | | | | | $ | 159,975 | | |
Stock Options(3)
|
| | | | 53,333 | | | | | | 106,667 | | | | | | 9.22 | | | | | | 3/31/33 | | | | | | | | | | | | | | | | | | | | | | | | | | |
Stock Options(4)
|
| | | | 12,018 | | | | | | 24,036 | | | | | | 5.02 | | | | | | 3/31/33 | | | | | | | | | | | | | | | | | | | | | | | | | | |
Tyler S. Farquharson
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| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Restricted Stock(1)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | 13,287 | | | | | $ | 79,988 | | | | | | | | | | | | | | |
Performance-Based Restricted Stock Units(2)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 26,574 | | | | | $ | 159,975 | | |
Stock Options(3)
|
| | | | 53,333 | | | | | | 106,667 | | | | | | 9.22 | | | | | | 3/31/33 | | | | | | | | | | | | | | | | | | | | | | | | | | |
Stock Options(4)
|
| | | | 12,018 | | | | | | 24,036 | | | | | | 5.02 | | | | | | 3/31/33 | | | | | | | | | | | | | | | | | | | | | | | | | | |
Name
|
| |
Fees Earned or
Paid in Cash |
| |
Stock Awards(1)
|
| |
Total
|
| |||||||||
Amanda N. Coussens(2)
|
| | | $ | 90,000 | | | | | $ | 175,000 | | | | | $ | 265,000 | | |
Thaddeus Darden
|
| | | $ | 75,000 | | | | | $ | 75,000 | | | | | $ | 150,000 | | |
Michele J. Everard
|
| | | $ | 75,000 | | | | | $ | 175,000 | | | | | $ | 250,000 | | |
Kirk Lazarine
|
| | | $ | 75,000 | | | | | $ | 75,000 | | | | | $ | 150,000 | | |
John McCartney
|
| | | $ | 75,000 | | | | | $ | 175,000 | | | | | $ | 250,000 | | |
Matthew Miller
|
| | | $ | 75,000 | | | | | $ | 75,000 | | | | | $ | 150,000 | | |
Griffin Perry
|
| | | $ | 75,000 | | | | | $ | 75,000 | | | | | $ | 150,000 | | |
Name of Beneficial Owners
|
| |
Granite Ridge
Common Stock |
| |||||||||
|
Number of
Shares |
| |
Percent
|
| ||||||||
Fund II(1)(3) | | | | | 10,558,213 | | | | | | 8.1% | | |
Fund III(2)(3) | | | | | 65,922,498 | | | | | | 50.4% | | |
Luke C. Brandenberg(4)
|
| | | | 203,891 | | | | | | * | | |
Tyler S. Farquharson(5)
|
| | | | 192,466 | | | | | | * | | |
Matthew Miller(3)
|
| | | | 621,782 | | | | | | * | | |
Griffin Perry(3)
|
| | | | 550,558 | | | | | | * | | |
Amanda N. Coussens
|
| | | | 20,564 | | | | | | * | | |
Thaddeus Darden(6)
|
| | | | 227,346 | | | | | | * | | |
Michele Everard
|
| | | | 22,564 | | | | | | * | | |
Kirk Lazarine
|
| | | | 551,708 | | | | | | * | | |
John McCartney
|
| | | | 30,564 | | | | | | * | | |
All officers, directors and director nominees of Granite Ridge as a group (nine individuals)(7)
|
| | | | 2,421,473 | | | | | | 1.9% | | |
AND PROXY STATEMENT