DEF 14A of Vitesse Energy, Inc., Mar 14, 2025

DEF 14A of Vitesse Energy, Inc.

Filed Mar 14, 2025 · FY20240001104659-25-023979

Open on EDGAR

  1. PROPOSAL NO. 1 — ELECTION OF DIRECTORS

    PROPOSAL NO. 1 — ELECTION OF DIRECTORS On March 7, 2025, we closed on our acquisition of Lucero Energy Corp. (“Lucero”) in an all-stock transaction pursuant to which Lucero shareholders received 0.01239 of a share of Vitesse common stock for each common share of Lucero with 8,169,368 shares of Vitesse common stock issued (the “Lucero Acquisition”). Lucero is an oil and natural gas operator with assets in the Bakken and Three Forks formations in the Williston Basin area of North Dakota. In connection with the closing, the number of directors comprising our Board was increased by two persons and M. Bruce Chernoff and Gary D. Reaves were appointed to our Board. Messrs. Chernoff and Reaves are included in the slate of nominees recommended by the Board for election as directors at the Annual Meeting. The Board has nominated the following individuals for election as directors of the Company, to serve for a one-year term beginning at the Annual Meeting and expiring at the annual meeting of stockholders in 2026 (the “2026 Annual Meeting”), and until either they are re-elected or their successors are elected and qualified, subject to their earlier resignation or removal: Linda L. Adamany M. Bruce Chernoff Brian P. Friedman Robert W. Gerrity Daniel J. O’Leary Cathleen M. Osborn Gary D. Reaves Randy I. Stein Joseph S. Steinberg All nominees are currently serving as directors of the Company. Biographical information for each nominee is contained in the “Corporate Governance — Information About Our Board of Directors” section below. The Board has no reason to believe that any of its nominees will be unable or unwilling to serve if elected. If a nominee becomes unable or unwilling to accept nomination or election, either the number of the Company’s directors will be reduced or the persons acting under the proxy will vote for the election of a substitute nominee that the Board recommends.

  2. Information About Our Board of Directors

    Information About Our Board of Directors The following table and accompanying narrative presents information, as of the Record Date, regarding the individuals who are serving as directors of Vitesse.

  3. Information About Our Board of Directors

    | NAME | AGE | POSITION | DIRECTOR SINCE | | Linda L. Adamany | 72 | Director | 2023 | | M. Bruce Chernoff | 59 | Director | 2025 | | Brian P. Friedman | 69 | Director | 2023 | | Robert W. Gerrity | 73 | Chairman | 2022 | | Daniel J. O’Leary | 69 | Lead Independent Director | 2023 | | Cathleen M. Osborn | 72 | Director | 2023 | | Gary D. Reaves | 45 | Director | 2025 | | Randy I. Stein | 71 | Director | 2023 | | Joseph S. Steinberg | 81 | Director | 2023 |

  4. Information About Our Board of Directors

    Linda Adamany. Ms. Adamany was elected as a member of our Board in connection with the Spin-Off. Ms. Adamany has been a director of Jefferies since 2014, a director of Jefferies Group LLC (“Jefferies Group”), previously Jefferies’ largest subsidiary, from November 2018 until November 1, 2022 (when Jefferies Group merged into Jefferies), and a director of Jefferies International Limited since March 2021. Ms. Adamany is the Senior Independent Director, chairs the Nominating & Corporate Governance Committee, and serves as a member of the Audit and ESG/DEI Committees of Jefferies. She also serves as Chair of the Remuneration Committee and a member of the Audit, Risk and Nominations and Corporate Governance Committees of Jefferies International Limited. Ms. Adamany also has served as a director of Coeur Mining Inc. (NYSE: CDE) since March 2013 and is a member of its Environmental, Health, Safety and Social Responsibility Committee and Chair of its Audit Committee, and as a director of BlackRock Institutional Trust Company, N.A. since March 2018, where she is a member of its Audit and Risk Committees. From October 2017 through April 2019, following its acquisition of Amec Foster Wheeler plc, Ms. Adamany served as a director and member of both the Audit Committee and the Safety, Assurance and Business Ethics Committee of Wood plc, a global leader in the delivery of project, engineering and technical services to energy and industrial markets. Prior to that time, from October 2012 until October 2017, Ms. Adamany served as a member of the board of directors of AMEC Foster Wheeler plc, and chaired its Health, Safety, Security, Environment and Ethics Committee and served as a member of its Audit Committee, Nominations and Governance Committee and Compensation Committee. Ms. Adamany also served as a member of the board of directors of National Grid plc from October 2006 until October 2012, where she was a member of the Audit, Environment and Safety, Nominations and Governance and Remuneration Committees. Ms. Adamany’s career reflects 32 years of diverse executive experience in global businesses, including 27 years at BP plc spanning from 1980 to 2007, where she held a variety of leadership roles in both business and functional support areas, including Chief Executive Officer of BP Shipping, a $5 billion business and the largest private ship owner-operator in the world, Refining and Marketing, Exploration and Production, Chemicals, Supply and Trading, Logistics, Information Technology, Supply Chain Management, Strategy and Human Resources. Ms. Adamany is a C.P.A. and holds a B.S. in Business Administration with a major in Accounting, magna cum laude, from John Carroll University, where she also was the recipient of the Arthur Anderson prize awarded to the top accounting graduate. Other awards include Most Influential Corporate Director (Women’s Inc. 2018) and Top 22 Presidents of U.S. Private Clubs (2017 Boardroom Magazine). We believe Ms. Adamany’s service on the boards of directors and committees of other public companies, including her leadership chairing an ethics committee and audit committee, as well as her service on compensation and corporate governance committees, provides her with the necessary experience, qualification and skills to serve as a director of Vitesse. M. Bruce Chernoff. Mr. Chernoff was appointed to our Board in connection with the Lucero Acquisition. Since 1999 he has served as President and director of Caribou Capital Corp., a private investment company. He has also served as a director of Maxim Power Corp., an independent power producer, since March 2005, and served as a director of Lucero Energy Corp. from August 2012 until its acquisition by the Company in March 2025. Mr. Chernoff received a B.Sc. in Chemical Engineering from Queen’s University. We believe that Mr. Chernoff’s energy industry expertise and his experience serving on public company boards of directors provide him with the necessary experience, qualifications and skills to serve as a director of Vitesse. Brian P. Friedman. Mr. Friedman was first elected as a member of our Board in connection with the Spin-Off. Mr. Friedman has served as a director and the President of Jefferies since March 2013, and as a director and executive officer of Jefferies Group from July 2005 until November 1, 2022 (when Jefferies Group merged into Jefferies), as well as Chairman of the Executive Committee of Jefferies Group from 2002 until November 1, 2022. Since 1997, Mr. Friedman also has served as President of Jefferies Capital Partners (formerly, FS Private Investments), a private equity fund management company controlled by Mr. Friedman. Mr. Friedman was previously employed by Furman Selz LLC and its successors, including serving as Head of Investment Banking and a member of its Management and Operating Committees. Prior to his 17 years with Furman Selz LLC and its successors, Mr. Friedman was an attorney with Wachtell, Lipton, Rosen & Katz. Mr. Friedman has previously served on a number of boards of private and public portfolio companies and was on the board of Fiesta Restaurant Group (NASDAQ: FRGI) from 2011 through April 2021. Mr. Friedman is also engaged in a range of philanthropic efforts personally and through his family foundation and serves as the Co-Chairman of the board of Strive International, a workforce training effort, and Vice President of the HC Leukemia Foundation. He also serves as the Co-Chair of the Global Diversity Council at Jefferies. Mr. Friedman received a J.D. from Columbia Law School and a B.S. in Economics and M.S. in Accounting from The Wharton School, University of Pennsylvania. We believe that Mr. Friedman’s business, financial, and management expertise, as well as his experience serving on the boards of public companies, give him the necessary experience, qualifications and skills to serve as a director of Vitesse. Robert W. Gerrity. Mr. Gerrity has served as a member of our Board since our formation and was elected Chairman in connection with the Spin-Off. Mr. Gerrity was appointed the Chief Executive Officer of Vitesse in August 2022. Mr. Gerrity founded and has served as the Chief Executive Officer of Vitesse Energy, LLC, our predecessor (“Vitesse Energy”) since its inception in 2014, and also has served as the Chief Executive Officer of Vitesse Oil, LLC (“Vitesse Oil”) since 2013. Mr. Gerrity has decades of experience in the energy industry, beginning in Colorado in 1982. Mr. Gerrity invested his own capital in the beginning of what would become Vitesse and has personally participated in over 500 gross wells to date. Mr. Gerrity established and was Chief Executive Officer of Gerrity Oil & Gas Corporation, which was one of the most active operators in the country in the early 1990s. Gerrity Oil & Gas Corporation merged with Snyder Oil’s Wattenberg assets in 1996 to form Patina Oil & Gas Corporation, which eventually merged into Noble Energy, Inc. (now Chevron Corporation (NYSE: CVX)). We believe that Mr. Gerrity’s experience in the energy industry and long history with Vitesse provide him with the necessary experience, qualifications and skills to serve as a director and Chairman of Vitesse. Daniel O’Leary. Mr. O’Leary was elected as a member of our Board in connection with Spin-Off. He has served on the board of Hillman Solutions Corp. (NASDAQ: HLMN) since 2021 and currently serves on its Audit and Nominating, Governance and Environmental and Social Responsibility Committees. Mr. O’Leary has served on the board of Custom Ecology, Inc. since 2021 as its Non-Executive Chairman. Additionally, he served as a director on the board of Sprint Industrial from 2017 to 2019.

  5. Information About Our Board of Directors

    Mr. O’Leary is an independent consultant who served as President and Chief Executive Officer of Edgen Murray Corporation, a distributor for energy infrastructure components, specialized oil and gas parts and equipment, from 2003 to 2021, and guided a management buyout that grew the company through a series of acquisitions and growth initiatives during that time. He was appointed Chairman of the board of Edgen Murray Corporation in 2006 and served in that role until March 2021. Edgen Murray Corporation completed its initial public offering in May 2012 and was acquired in 2013 by Sumitomo Corporation. Mr. O’Leary has served on various boards within Sumitomo Corporation and its subsidiaries. Mr. O’Leary received a B.S. in Education from Tulsa University. We believe Mr. O’Leary’s management, operational and business experience, combined with his long career principally in the oil and gas and energy infrastructure markets, provide him with the necessary experience, qualifications and skills to serve as a director of Vitesse. Cathleen M. Osborn. Ms. Osborn was elected as a member of our Board in connection with the Spin-Off. Ms. Osborn is retired with extensive experience as a corporate attorney for nearly 30 years with legal and M&A related transaction experience in the energy industry. Ms. Osborn served as Executive Vice President, General Counsel and Corporate Secretary of SRC Energy Inc., an oil and gas company, from August 2015 until the company’s merger with PDC Energy, Inc. in 2020. Prior to that, Ms. Osborn was Deputy General Counsel of Whiting Petroleum Corporation, an oil and gas company, from 2014 to August 2015, and General Counsel of Kodiak Oil & Gas Corporation, an oil and gas company, from 2011 until it merged with Whiting Petroleum Corporation in 2014. Ms. Osborn received her B.A. and J.D. from the University of Denver. We believe that Ms. Osborn’s experience leading the in-house legal departments at several public oil and gas companies provides her with the necessary experience, qualifications and skills to serve as a director of Vitesse. Gary D. Reaves. Mr. Reaves was appointed to our Board in connection with the Lucero Acquisition. Mr. Reaves is a Managing Partner at First Reserve, a leading global private equity firm investing across energy, utility, and industrial markets, which he joined in 2006. Prior to its merger with Vitesse in March 2025, Mr. Reaves served as a director of Lucero Energy Corp since May 2020. He also served as a director of Crestwood Equity Partners LP, from January 2019 through March 2021 and again from September 2022 until its merger with Energy Transfer LP in November 2023. Additionally, Mr. Reaves serves as a director of numerous other private companies associated with his role at First Reserve. Prior to joining First Reserve, Mr. Reaves held roles in the Global Energy Group at UBS Investment Bank and Howard Frazier Barker Elliott, Inc. Mr. Reaves received a B.B.A. from the University of Texas. We believe that Mr. Reaves’ financial and energy industry expertise and his experience serving on public and private company boards of directors provide him with the necessary experience, qualifications and skills to serve as a director of Vitesse. Randy Stein. Mr. Stein was elected as a member of our Board in connection with the Spin-Off. Mr. Stein is a self-employed tax, accounting and general business consultant, having retired from PricewaterhouseCoopers LLP in 2000. Mr. Stein was employed for 20 years with PricewaterhouseCoopers LLP, most recently as principal in charge of the Denver, Colorado tax practice. Mr. Stein currently serves on the board of Club Oil & Gas Inc., a private company that invests in oil and natural gas and real estate interests. Mr. Stein previously served as a director and Chairman of the Audit Committee of Denbury Resources Inc. from 2005 to 2020, HighPoint Resources Corporation (formerly, Bill Barrett Corporation) from 2004 to 2021 and Westport Resources Inc. from 2000 to 2004, all public oil and gas companies. In addition, Mr. Stein served from 2001 through 2005 as a director of Koala Corporation, a Denver-based public company engaged in the design, production, and marketing of family convenience products. Mr. Stein also was previously employed as an executive director of a Denver-based independent oil and gas company. Mr. Stein received a B.S. in Accounting from Florida State University. We believe that Mr. Stein’s experience serving on multiple public company boards of directors, including his multiple positions as an audit committee chair, as well as his experience in the energy industry, provide him with the necessary experience, qualifications and skills to serve as a director of Vitesse. Joseph S. Steinberg. Mr. Steinberg was elected as a member of our Board in connection with the Spin-Off. He has served as a director of Jefferies since December 1978 and as its Chairman since March 2013. Mr. Steinberg has served on the board of Crimson Wine Group, Ltd. since 2013. Previously, Mr. Steinberg served as a director overseeing Jefferies’ investments in HomeFed Corporation from 1998 to 2019, HRG Group from 2014 to 2018, and Spectrum Brands Holdings, Inc. from 2018 to 2019, and as a director of Fidelity & Guaranty Life from 2015 to 2017 and of Pershing Square Tontine Holdings, Ltd. from 2020 to 2022. Mr. Steinberg received an M.B.A. from Harvard Business School and an A.B. in Government from New York University. We believe that Mr. Steinberg’s business, financial and management expertise and his experience serving on public company boards of directors provide him with the necessary experience, qualifications and skills to serve as a director of Vitesse.

  6. Summary Compensation Table

    Summary Compensation Table The table below summarizes the total compensation earned by each of the Named Executive Officers for the fiscal years ended December 31, 2024 and December 31, 2023.

  7. Summary Compensation Table

    | NAME AND PRINCIPAL POSITION | FISCAL YEAR | SALARY ($) | STOCK AWARDS ($)(1) | NON-EQUITY INCENTIVE PLAN COMPENSATION ($)(2) | ALL OTHER COMPENSATION ($)(3) | TOTAL ($) | | Robert W. Gerrity, Chief Executive Officer | 2024 | 570,000 | 2,072,950 | 675,029 | — | 3,317,979 | | | 2023 | 547,917 | 23,760,000 | 844,525 | — | 25,152,442 | | Brian J. Cree, President | 2024 | 440,000 | 984,669 | 442,914 | 26,550 | 1,894,133 | | | 2023 | 423,958 | 10,454,400 | 554,699 | 25,250 | 11,458,307 | | James P. Henderson, Chief Financial Officer | 2024 | 400,000 | 725,528 | 355,279 | 17,000 | 1,497,807 | | | 2023(4) | 116,667 | 4,231,800 | 134,356 | 5,833 | 4,488,656 |

  8. Summary Compensation Table

    (1) Represents the grant date fair value of restricted stock unit awards and performance stock unit awards that were granted in the year indicated. The grant date fair value of the performance stock unit awards are shown in the table above based on the probable outcome of the performance conditions as of the date of grant, which was target. If the maximum amount, rather than the probable amount, were reported in the table with respect to the performance stock awards, the values would be as follows for each NEO: Mr. Gerrity, $2,512,174, Mr. Cree, $1,193,308; and Mr. Henderson, $879,259. The assumptions used in the valuation of the Financial Accounting Standards Board Accounting Standards Codification Topic 718 grant date fair value of these awards are set forth in Note 12 to our consolidated financial statements, which are included in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 11, 2025. (2) For 2024, represents the amounts paid in 2025 pursuant to fiscal 2024 awards under our Short-Term Incentive Plan. (3) “All Other Compensation” for Messrs. Cree and Henderson for fiscal year 2024 includes matching contributions under our 401(k) plan and, in Mr. Cree’s case, contributions made on behalf of the executive to a Health Savings Account. Amounts reported for Mr. Henderson in this row reflect the prorated compensation he earned during 2023 based on his partial year of service with the Company, which began on September 1, 2023.

  9. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table discloses the number and value of restricted stock units granted under the Vitesse Energy, Inc. Long-Term Incentive Plan to our NEOs as of December 31, 2024.

  10. Outstanding Equity Awards at Fiscal Year-End

    | | STOCK AWARDS | | | | | | NAME | GRANT DATE | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#) | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($)(1) | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED (#)(5) | EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OR UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED ($)(1) | | Robert W. Gerrity | 01/13/2023 | 1,000,000(2) | 25,000,000 | — | — | | | 01/13/2023 | 100,000(3) | 2,500,000 | — | — | | | 02/23/2024 | 38,029(4) | 950,725 | — | — | | | 02/23/2024 | — | — | 57,043 | 1,426,075 | | Brian J. Cree | 01/13/2023 | 242,000(2) | 6,050,000 | — | — | | | 01/13/2023 | 242,000(3) | 6,050,000 | — | — | | | 02/23/2024 | 18,064(4) | 451,600 | — | — | | | 02/23/2024 | — | — | 27,096 | 677,400 | | James P. Henderson | 09/01/2023 | 120,000(6) | 3,000,000 | — | — | | | 02/23/2024 | 13,310(4) | 332,750 | — | — | | | 02/23/2024 | — | — | 19,965 | 499,125 |

  11. Outstanding Equity Awards at Fiscal Year-End

    (1) The market value of these shares is based on the closing price of the Company’s common stock on December 31, 2024 ($25.00), the last trading day of the fiscal year. Represents restricted stock units that have the Retirement Vesting Provisions (as defined below) that vest over three years in equal annual installments, one-third of which vested on January 13, 2024, with the remainder to vest on January 13, 2025, and January 13, 2026. Represents restricted stock units that vest over three years in equal annual installments, one-third of which vested on January 13, 2024, with the remainder to vest on January 13, 2025, and January 13, 2026. (4) Represents restricted stock units that vest over three years in equal annual installments on February 23, 2025, February 23, 2026, and February 23, 2027. (5) Represents the target number of performance stock units, which vest on December 31, 2026, so long as the NEO remains continuously employed by us from the grant date through the vesting date and if the applicable performance conditions are met. (6) Represents restricted stock units that vest over three years in equal annual installments, one-third of which vested on September 1, 2024, with the remainder to vest on September 1, 2025 and September 1, 2026.

  12. Potential Payments Upon Termination

    Potential Payments Upon Termination

  13. Separation Benefits in the Outstanding Equity Awards

    Separation Benefits in the Outstanding Equity Awards Of Messrs. Gerrity’s and Cree’s outstanding restricted stock units, 1,000,000 and 242,000, respectively, were granted pursuant to the Form of RSU Award Agreement (Executive — Retirement), which provides that if either of Messrs. Gerrity or Cree voluntarily resigns (due to being retirement eligible), is terminated without cause, resigns for good reason, dies or is terminated due to disability, prior to a change in control or after the two-year anniversary of the change in control, subject to the execution and non-revocation of a general release and continued compliance with certain restrictive covenants in the award agreement, including non-competition and non-solicitation restrictions, through the six-month period following settlement of the final tranche of the RSUs, the restricted stock units will be settled in accordance with their original vesting schedule notwithstanding the termination of employment. If Messrs. Gerrity or Cree voluntarily resigns (due to being retirement eligible), is terminated without cause, resigns for good reason, dies, or is terminated due to disability during the two-year period beginning on a change in control and ending on the two-year anniversary of the change in control, the RSUs shall remain outstanding and, subject to the NEO’s continued compliance with the restrictive covenants in the award agreement through the six-month period after settlement of the final tranche of RSUs, shall become vested in accordance with their original vesting schedule, notwithstanding the termination of employment without the requirement to execute a release. In the event of the NEO’s non-compliance with the restrictive covenants during the six-month period following the settlement of the final tranche of RSUs, the Company has the right to require repayment of any gain realized or payment received in connection with such settlement. The vesting provisions contained in this paragraph shall be referred to herein as the “Retirement Vesting Provisions.” The remaining outstanding restricted stock unit awards held by Messrs. Gerrity and Cree, and all of the restricted stock unit awards granted to Mr. Henderson were granted pursuant to the Form of RSU Award Agreement (Executive — Three-Year Vesting), which provides that if the grantee is terminated without cause, resigns for good reason, dies or is terminated due to disability (each a “Qualifying Termination”) during the two-year period beginning on a change in control and ending on the two-year anniversary of the change in control, the restricted stock units will vest and be settled in connection with such termination without the requirement to execute a release. If Messrs. Gerrity, Cree or Henderson experiences Qualifying Termination prior to a change in control or after the two-year anniversary of the change of control, subject to the execution and non-revocation of a general release and continued compliance with certain restrictive covenants in the award agreement, including non-competition and non-solicitation restrictions, the restricted stock units will vest and be settled upon such release becoming irrevocable (which, for the avoidance of doubt, shall not exceed sixty (60) days following the Qualifying Termination). In the event of the NEO’s non-compliance with the restrictive covenants during the six-month period following the settlement of the RSUs, the Company has the right to require repayment of any gain realized or payment received in connection with such settlement.

  14. Director Compensation

    Director Compensation Our Board adopted a director compensation policy following the Spin-Off, pursuant to which each director who is not an employee of the Company will generally receive an annual cash retainer of $125,000 and an annual equity grant equal to approximately $125,000 in the form of restricted stock units that vest approximately one-year after grant on the day immediately prior to the date of our annual meeting, subject to the non-employee director’s continued service through such date. The Lead Independent Director receives an additional cash retainer of $25,000. The table below summarizes the compensation paid to each director who was not an employee of the Company for the year ended December 31, 2024.

  15. Director Compensation

    | NAME | FEES EARNED OR PAID IN CASH ($) | STOCK AWARDS ($)(1) | TOTAL COMPENSATION ($) | | Linda L. Adamany | 125,000 | 123,014 | 248,014 | | Brian P. Friedman | 125,000 | 123,014 | 248,014 | | Daniel J. O’Leary | 150,000 | 123,014 | 273,014 | | Cathleen M. Osborn | 125,000 | 123,014 | 248,014 | | Randy I. Stein | 125,000 | 123,014 | 248,014 | | Joseph S. Steinberg | 125,000 | 123,014 | 248,014 |

  16. Director Compensation

    (1) Represents the grant date fair value of restricted stock unit awards. Each non-employee director was granted a total of 5,504 restricted stock units on May 2, 2024, which represented an annual grant of restricted stock units approximately equal to $125,000 based on the ten (10) day average closing price of the Company’s common stock immediately preceding the date of grant. As of December 31, 2024, Ms. Adamany held 5,504 unvested restricted stock units, as well as 233 unvested restricted stock awards under the Transitional Plan (as defined below); Mr. Friedman held 5,504 unvested restricted stock units, as well as 152,686 unvested restricted stock units under the Transitional Plan and 228,933 shares underlying exercisable options under the Transitional Plan; and, each of the other non-employee directors reflected in the table above held 5,504 unvested restricted stock units.