DEF 14A of Sable Offshore Corp.
Filed Apr 17, 2025 · FY20240001831481-25-000023
INFORMATION REGARDING THE BOARD OF DIRECTORS
INFORMATION REGARDING THE BOARD OF DIRECTORS
AND CORPORATE GOVERNANCE
AND CORPORATE GOVERNANCE The following table sets forth, for the Class I nominee for election at the Annual Meeting and our other directors who will continue in office after the Annual Meeting, their ages, independence and position held as of April 17, 2025:
AND CORPORATE GOVERNANCE
| Name | Age | Independent | Position | | Class I director nominee1 | | | | | Michael Dillard2 | 66 | ☑ | Director | | Class II director1 | | | | | Gregory Pipkin3 | 65 | ☑ | Director | | Class III directors1 | | | | | James C. Flores | 65 | | Chairman and Chief Executive Officer | | Christoper Sarofim4 | 61 | ☑ | Director |
AND CORPORATE GOVERNANCE
(1) The Class I director nominee is standing for election at the Annual Meeting and, if elected, will continue in office until the 2028 annual meeting of stockholders. The Class II directors will continue in office until the 2026 annual meeting of the stockholders, and the Class III directors will continue in office until the 2027 annual meeting of stockholders. (2) Member and Chair of our Nominating and Corporate Governance Committee. Member of our Audit Committee and Compensation Committee. (3) Member and Chair of our Compensation Committee. Member of our Audit Committee and Nominating and Corporate Governance Committee. (4) Member and Chair of our Audit Committee. Member of our Compensation Committee and our Nominating and Corporate Governance Committee. Set forth below is biographical information for each person whose term of office as a director will continue after the Annual Meeting. Biographical information for the Class I director nominee is set forth under the heading “Proposal One: Election of Directors” below.
Continuing Directors
Continuing Directors Gregory Pipkin, 65, has been a director of Sable since February 2024. Prior to that, he served as a director of Flame Acquisition Corp. (“Flame”) from March 2021 to February 2024. Since November 2016, he has been a Senior Managing Director with the investment and advisory firm of NRI Energy Partners. Prior to NRI Energy Partners, Mr. Pipkin served as the co-head and Managing Director of the Houston office of the Barclays Natural Resources Group for Barclays PLC, from September 2008 to November 2016. Mr. Pipkin was a board member of Family Legacy Missions International, a mission in Lusaka, Zambia that educates and feeds impoverished and orphaned children. Mr. Pipkin also serves on the board of Morningstar Partners LP, an oil and gas producer primarily in the central basin platform in the Permian basin, Texas. Mr. Pipkin received a B.S. degree in chemical engineering and an M.B.A. degree in Business Administration from the University of Texas at Austin. We believe Mr. Pipkin is qualified to serve on our board of directors due to his extensive investment experience in the energy industry. James C. Flores, 65, has been our Chairman and Chief Executive officer since February 2024. Prior to that, Mr. Flores served as Flame’s co-founder, Chief Executive officer and Chairman of its board of directors from its inception to February 2024. From its inception to March 3, 2023, he also served as Flame’s President. From May 2017 until February 2021, Mr. Flores served as President, Chief Executive Officer and Chairman of Sable Permian Resources, which engaged in the acquisition, consolidation and optimization of oil and gas upstream opportunities. Sable Permian Resources filed a voluntary petition for bankruptcy on June 25, 2020 and emerged from bankruptcy on February 1, 2021. Prior to Sable Permian Resources, Mr. Flores served as Vice Chairman of Freeport-McMoRan, Inc. and CEO of Freeport-McMoRan Oil & Gas, a wholly owned subsidiary of Freeport-McMoRan Inc., the world’s largest publicly traded copper producer, from June 2013 until April 2016. From 2001 until 2013, Mr. Flores was the Chairman, CEO and President of Plains Exploration & Production Company and Chairman and CEO of Plains Resources Inc. From 1994 until 2000, Mr. Flores was also the Chairman and CEO of Flores & Rucks, Inc. which, after several acquisitions, was later renamed Ocean Energy Inc. prior to its sale to Devon Energy Corporation. Since 1982, Mr. Flores has had an extensive career in the oil and gas industry in the roles of Chairman, Chief Executive Officer, and President of four public and one private oil & gas exploration and production companies. He is a member of the National Petroleum Council, serves as Trustee for the Baylor College of Medicine and is a Director for the Waterfowl Research Foundation. He was recognized as Executive of the Year in 2004 in Oil and Gas Investor magazine. Mr. Flores received a B.S. degree in corporate finance and petroleum land management from Louisiana State University. We believe Mr. Flores is qualified to serve on our board of directors due to his more than 40 years in the oil and gas industry, including as Chief Executive Officer of several public companies. Mr. Flores is the father of J. Caldwell Flores, who is the President of Sable. Christoper Sarofim, 61, has been a director of Sable since February 2024. Prior to that, he served as a director of Flame from March 2021 to February 2024. Mr. Sarofim is the Chairman and a member of the Board of Directors of Fayez Sarofim & Co., an SEC-registered investment advisory firm based in Houston, Texas. Mr. Sarofim joined the firm in 1988 and has been a member of its board since August 2014. Additionally, he serves on the firm’s Executive, Finance and Investment Committees. Mr. Sarofim shares portfolio management responsibilities for numerous separate accounts advised by the firm and is a co-manager of several mutual funds Fayez Sarofim & Co. sub-advises for BNY Mellon. Prior to joining Fayez Sarofim & Co., he was employed with Goldman Sachs & Co. LLC in corporate finance. In addition to his work at Fayez Sarofim & Co., Mr. Sarofim serves on the boards of Kemper Corp. (NYSE: KMPR), Highland Resources Inc. and Wood Partners. Mr. Sarofim is the Chairman and a member of the Board of Trustees of The Sarofim Foundation, a member of the Board of Trustees of The Brown Foundation, Inc., Baylor College of Medicine, and serves on the MD Anderson Cancer Center Board of Visitors. Mr. Sarofim received an A.B. degree in History from Princeton University in 1986. We believe Mr. Sarofim is qualified to serve on our board of directors due to his extensive investment advisory background, board experience, and financial market and securities analysis expertise.
Process for Identifying and Evaluating Director Nominees
Process for Identifying and Evaluating Director Nominees The Nominating and Corporate Governance Committee does not have a policy with regard to the consideration of director candidates recommended by stockholders. The Nominating and Corporate Governance Committee will evaluate director candidates recommended by stockholders in substantially the same manner in which the Nominating and Corporate Governance Committee evaluates any other director candidate. Any such recommendation should be submitted to the Corporate Secretary in writing and should include any supporting material the stockholder considers appropriate in support of that recommendation, but must include information that would be required under the rules of the SEC to be included in a proxy statement soliciting proxies for the election of such candidate and a written consent of the candidate to serve as one of our directors if elected. Stockholders wishing to propose a candidate for consideration may do so by submitting the above information to the attention of the Corporate Secretary. Stockholders must also satisfy the notification, timeliness, consent and information requirements set forth in the Bylaws.
Nominee for Director
Nominee for Director Michael Dillard, 66, has served on our board of directors since February 2024. Prior to that, he served as a director of Flame from March 2021 to February 2024. He was a partner with the law firm of Latham & Watkins LLP from January 2010 until January 2021. He was a founding partner of the Houston, Texas office of Latham & Watkins LLP, serving as the Houston Office Managing Partner from January 2010 through March 2015. Mr. Dillard was Global Practice Group Chair of Mergers and Acquisitions for Latham & Watkins LLP from March 2018 until January 2021. Mr. Dillard has been involved in M&A transactions valued in excess of $250 billion. Mr. Dillard received a B.A. degree in Mathematics from Southern Methodist University in 1979 (summa cum laude) and a Juris Doctor degree from Southern Methodist University Dedman School of Law in 1982 (cum laude). We believe Mr. Dillard is qualified to serve on our board of directors due to his extensive experience in mergers and acquisitions, financing transactions and corporate governance and related matters.
2024 Summary Compensation Table
2024 Summary Compensation Table The following table sets forth information regarding compensation of our named executive officers for the years ended December 31, 2024 and 2023.
2024 Summary Compensation Table
| Name | Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | All other compensation ($)(4) | Total ($) | | James C. Flores | Chairman and Chief Executive Officer | 2024 | $1,121,540 | $— | $— | $585,473 | $1,707,013 | | | | 2023 | $— | $— | $— | $— | $— | | J. Caldwell Flores | President | 2024 | $664,615 | $750,000 | $7,865,000 | $23,000 | $9,302,615 | | | | 2023 | $— | $— | $— | $— | $— | | Gregory D. Patrinely | Executive Vice President and Chief Financial Officer | 2024 | $664,615 | $750,000 | $7,865,000 | $23,000 | $9,302,615 | | | | 2023 | $— | $— | $— | $— | $— | | Doss R. Bourgeois | Executive Vice President and Chief Operating Officer | 2024 | $664,615 | $750,000 | $7,865,000 | $30,500 | $9,310,115 | | | | 2023 | $— | $— | $— | $— | $— | | Anthony C. Duenner | Executive Vice President, General Counsel and Secretary | 2024 | $664,615 | $750,000 | $7,865,000 | $30,500 | $9,310,115 | | | | 2023 | $— | $— | $— | $— | $— |
2024 Summary Compensation Table
(1) Amount reflects pro-rated annual salaries, which began February 14, 2024, following the closing of the Business Combination. (2) Amount reflects a cash payment of $750,000 paid after the date on which the Business Combination was consummated to each named executive officer, other than James C. Flores, as compensation for previously uncompensated services provided to Sable before the closing of the Business Combination. (3) Amount reflects the aggregate grant date fair value of awards computed in accordance with ASC 718. (4) The amounts in this column consist of Sable’s matching contributions to its 401(k) plan and the value of certain other benefits received by the named executive officer, including personal use of the Company aircraft. The Company owns and operates an airplane, and uses aircraft subscription agreements, to facilitate business travel of employees in as safe a manner as possible and with the best use of time. Our Chief Executive Officer is permitted certain flight benefits for personal reasons in accordance with Company policy. The Chief Executive Officer receives and pays income taxes on imputed income at the Standard Industry Fare Level, which is the value ascribed for such travel for federal income tax purposes, for all personal use of Company airplanes that is not reimbursed. The dollar value included in the table above represents the incremental cost to the Company for such use. The incremental cost to the Company for such use was calculated as follows: certain expenses due to maintenance; expenses for fuel; crew travel expenses; parking, ramp and landing fees; airport taxes and similar fees directly related to the flight; and in-flight food and beverage. We do not include fixed costs that do not change based on usage, such as management fees, standard annual maintenance, the purchase cost of the aircraft and hangar fees. Other compensation for Mr. James C. Flores includes aircraft usage of $554,973, which represents the incremental cost to Sable for the Chief Executive Officer's flight benefits, and $30,500 for matching 401(k) contributions. No other named executive officer has incurred personal aircraft usage.
Outstanding Equity Awards at December 31, 2024
Outstanding Equity Awards at December 31, 2024 The following table sets forth information concerning outstanding Common Stock equity awards held by each named executive officer of the Company as of December 31, 2024.
Outstanding Equity Awards at December 31, 2024
| | Stock Awards | | | Name | Number of Shares or Units of Stock That Have Not Vested(1) | Market Value of Shares or Units of Stock That Have Not Vested ($) | | James C. Flores | — | $— | | J. Caldwell Flores | 650,000 | $7,865,000 | | Gregory D. Patrinely | 650,000 | $7,865,000 | | Doss R. Bourgeois | 650,000 | $7,865,000 | | Anthony C. Duenner | 650,000 | $7,865,000 |
Outstanding Equity Awards at December 31, 2024
(1) Represents an award of restricted stock that will vest on the earlier of (i) the restart of production from the SYU Assets or (ii) three years from February 14, 2024, subject to the name executive officer’s continued service with the Company through the applicable vesting date.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION No member of our board of directors received compensation for their services as a director for the fiscal year ended December 31, 2023. On April 19, 2024, pursuant to the Director Compensation Program, each non-employee member of our board of directors were granted an Initial Award of 52,778 restricted shares of Common Stock, which represented the Initial Award of 25,000 restricted shares for each director and each director’s Annual Award for 2024, the additional 27,778 award was granted to each director as recognition for our board of director contribution towards the Closing of the Business Combination. The restricted shares will vest on the first anniversary of the grant date and remain subject to the terms and conditions of the 2023 Plan. We also reimburse our directors for reasonable travel expenses incurred in connection with attending meetings of our board of directors and any committee of our board of directors on which they serve, as well as other corporate events at which our directors’ attendance is requested or required. Directors do not receive any additional compensation. The board of directors, in its discretion, may revise or replace the compensation policies described above.
Director Compensation Table
Director Compensation Table The following table sets forth information regarding compensation earned by or paid to our non-employee directors for the fiscal year ended December 31, 2024. The compensation of James C. Flores as a named executive officer, is set forth above under “Executive Compensation—2024 Summary Compensation Table.” James C. Flores did not receive any additional compensation for his role as a director of the Company in 2024.
Director Compensation Table
| Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | Michael Dillard | $— | $578,447 | $578,447 | | Gregory Pipkin | — | 578,447 | 578,447 | | Christoper Sarofim | — | 578,447 | 578,447 | | Totals | $— | $1,735,341 | $1,735,341 |
Director Compensation Table
(1) None of our non-employee directors received cash compensation for services performed in 2024. (2) Reflects the aggregate grant date fair value of awards computed in accordance with ASC 718.