DEF 14A of Sable Offshore Corp.
Filed Apr 30, 2026 · FY20250001831481-26-000041
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 II 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 20, 2026:
AND CORPORATE GOVERNANCE
| Name | Age | Independent | Position | | Class II director nominee(1) | | | | | Gregory P. Pipkin(2) | 66 | ☑ | Director | | Class III directors(1) | | | | | James C. Flores | 66 | | Chairman and Chief Executive Officer | | Christopher B. Sarofim(3) | 62 | ☑ | Director | | Class I director(1) | | | | | Michael E. Dillard(4) | 67 | ☑ | Director |
AND CORPORATE GOVERNANCE
(1)The Class II director nominee is standing for election at the Annual Meeting and, if elected, will continue in office until the 2029 annual meeting of stockholders. The Class III directors will continue in office until the 2027 annual meeting of stockholders, and the Class I director will continue in office until the 2028 annual meeting of stockholders. (2)Member and Chair of our Compensation Committee; Member of our Audit Committee and Nominating and Corporate Governance Committee. (3)Member and Chair of our Audit Committee; Member of our Compensation Committee and our Nominating and Corporate Governance Committee. (4)Member and Chair of our Nominating and Corporate Governance Committee; Member of our Audit Committee and Compensation 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 II director nominee is set forth under the heading “Proposal One: Election of Directors” below.
Continuing Directors
Continuing Directors Michael Dillard, 67, has served on our board of directors since February 2024. Prior to that, he served as a director of Flame Acquisition Corp. (“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. James C. Flores, 66, 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. Christopher Sarofim, 62, 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 Gregory Pipkin, 66, 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. 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 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.
2025 Summary Compensation Table
2025 Summary Compensation Table The following table sets forth information concerning the compensation of our NEOs for the fiscal years ended December 31, 2025 and 2024, as well as their positions in 2025.
2025 Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus(2) ($) | Stock Awards(3) ($) | All other compensation(4) ($) | Total ($) | | James C. Flores | 2025 | 1,300,000 | 3,900,000 | 69,370,000 | 1,373,061 | 75,943,061 | | Chairman and Chief Executive Officer | 2024 | 1,121,540 | — | — | 585,473 | 1,707,013 | | J. Caldwell Flores | 2025 | 800,000 | 2,400,000 | 14,865,000 | 39,444 | 18,104,444 | | President and Chief Operating Officer | 2024 | 664,615 | 750,000 | 7,865,000 | 23,000 | 9,302,615 | | Gregory D. Patrinely | 2025 | 800,000 | 2,400,000 | 14,865,000 | 25,362 | 18,090,362 | | Executive Vice President and Chief Financial Officer | 2024 | 664,615 | 750,000 | 7,865,000 | 23,000 | 9,302,615 | | Anthony C. Duenner | 2025 | 800,000 | 2,400,000 | 14,865,000 | 38,240 | 18,103,240 | | Executive Vice President, General Counsel and Secretary | 2024 | 664,615 | 750,000 | 7,865,000 | 30,500 | 9,310,115 | | Doss R. Bourgeois(1) | 2025 | 778,850 | 2,400,000 | 14,865,000 | 39,297 | 18,083,147 | | Former, Executive Vice President and Chief Operating Officer | 2024 | 664,615 | 750,000 | 7,865,000 | 30,500 | 9,310,115 |
2025 Summary Compensation Table
(1)Mr. Bourgeois’ salary was $800,000 annually from January 1, 2025 through November 19, 2025, and was reduced to $250,000 annually effective November 20, 2025, in connection with his transition to Vice Chairman. (2)For 2024, amounts represent a cash payment of $750,000 paid following the consummation of the Business Combination to each named executive officer, other than James C. Flores, in respect of services previously provided to Sable for which no compensation had been paid prior to the closing of the Business Combination. (3)The 2025 amounts reflect the aggregate grant date fair value of restricted stock unit awards granted during 2025, determined in accordance with Accounting Standards Codification Topic 718, Compensation—Stock Compensation (“ASC 718”). Such amounts are calculated as the number of restricted stock units granted multiplied by $19.82, the closing price of our common shares on the date of grant, which represents grant date fair value. (4)The amounts reported for 2025 consists of the following:
2025 Summary Compensation Table
| Name | Aircraft Transportation(1) | 401(k) Plan Matching Contributions | Life Insurance Premiums | Total All Other Compensation | | James C. Flores | $1,340,551 | $31,500 | $1,010 | $1,373,061 | | J. Caldwell Flores | $14,083 | $23,808 | $1,554 | $39,444 | | Gregory D. Patrinely | $— | $23,808 | $1,554 | $25,362 | | Anthony C. Duenner | $— | $37,230 | $1,010 | $38,240 | | Doss R. Bourgeois | $— | $38,308 | $989 | $39,297 |
2025 Summary Compensation Table
(1)The Company owns and operates an aircraft and utilizes aircraft subscription agreements to facilitate business travel in a safe and time-efficient manner. Our NEOs are permitted limited personal use of Company aircraft in accordance with the Company’s policies and procedures. NEOs are imputed taxable income for such personal use based on the Standard Industry Fare Level (“SIFL”) rates prescribed by the Internal Revenue Service. The amounts reported in the table above reflect the incremental cost to the Company of such personal use. Incremental cost is calculated based on variable operating costs, including fuel, maintenance, crew travel expenses, parking, ramp and landing fees, airport taxes and similar fees directly related to the flight, and in-flight food and beverage costs. Fixed costs that do not vary based on usage, such as management fees, routine maintenance, depreciation, and hangar costs, are excluded.
Outstanding Equity Awards at December 31, 2025
Outstanding Equity Awards at December 31, 2025 The following table sets forth information concerning outstanding Common Stock equity awards held by each named executive officer of the Company as of December 31, 2025.
Outstanding Equity Awards at December 31, 2025
| | | | Stock Awards | | | Name | Grant Date | Vesting Commencement Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested(3) ($) | | James C. Flores | 4/25/2025 | 4/25/2026 | 3,500,000(2) | 31,570,000 | | J. Caldwell Flores | 2/14/2024 | Note(1) | 650,000 | 5,863,000 | | | 4/25/2025 | 4/25/2026 | 750,000(2) | 6,765,000 | | Gregory D. Patrinely | 2/14/2024 | Note(1) | 650,000 | 5,863,000 | | | 4/25/2025 | 4/25/2026 | 750,000(2) | 6,765,000 | | Anthony C. Duenner | 2/14/2024 | Note(1) | 650,000 | 5,863,000 | | | 4/25/2025 | 4/25/2026 | 750,000(2) | 6,765,000 | | Doss R. Bourgeois | 2/14/2024 | Note(1) | 650,000 | 5,863,000 | | | 4/25/2025 | 4/25/2026 | 750,000(2) | 6,765,000 |
Outstanding Equity Awards at December 31, 2025
(1)Represents an award of restricted stock that vests on the earlier of (i) commencement of first sales from the SYU Assets or (ii) the third anniversary of February 14, 2024, in each case subject to the named executive officer’s continued service with the Company through the applicable vesting date. (2)Represents an award of restricted stock units that, except with respect to James C. Flores, vests in equal annual installments over a five-year period commencing on the vesting commencement date. With respect to James C. Flores, the award vests over a nine-year period, with 10% vesting annually for each of the first eight years and the remaining 20% vesting on the ninth anniversary of the vesting commencement date. (3)Amounts are calculated by multiplying the number of shares reported in the table by the closing price per share of the Company’s Common Stock on December 31, 2025 (the last trading day of the Company's most recently completed fiscal year), which was $9.02.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION In April 2025, the Compensation Committee approved an annual grant of 25,000 shares of Common Stock to each of the Company’s three non-employee directors as compensation for service on the Board. These Board stock awards had a weighted-average grant date fair value of $19.82 per share. We also reimburse our directors for reasonable travel expenses incurred in connection with attending meetings of our board of directors and any committee of our board of directors on which they serve, as well as other corporate events at which our directors’ attendance is requested or required. Directors did not receive any additional compensation for 2025. For future years, the board of directors, in its discretion, may revise or replace the compensation policies described above.
Director Compensation Table
Director Compensation Table The following table sets forth information regarding compensation earned by or paid to our non-employee directors for the fiscal year ended December 31, 2025. The compensation of James C. Flores as a named executive officer, is set forth above under “Executive Compensation—2025 Summary Compensation Table.” James C. Flores did not receive any additional compensation for his role as a director of the Company in 2025.
Director Compensation Table
| Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2)(3) ($) | Total ($) | | Michael Dillard | $— | $495,500 | $495,500 | | Gregory Pipkin | — | 495,500 | 495,500 | | Christopher Sarofim | — | 495,500 | 495,500 | | Totals | $— | $1,486,500 | $1,486,500 |
Director Compensation Table
(1)None of our non-employee directors received cash compensation for services performed in 2025. (2)Reflects the aggregate grant date fair value of awards, determined in accordance with ASC 718. (3)As of December 31, 2025, our non-employee directors did not hold any unvested stock awards.