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Gulfport Set Out Energy As Well As Wexford Working Capital Alphabetic Quality (Part Vi): The Independent Directors

As the previous posts accept shown Gulfport Energy together with Wexford Capital are related parties on many levels. All the major projects of Gulfport are essentially articulation operations amongst Wexford or volition move later proposed transactions.

Wexford holds this privileged seat despite having sold downwards well-nigh of its shares.

On major transactions though (such every bit the sale of the mass of the proven fossil oil reserves to a Wexford entity) y'all uncovering statements that are reassuring. This was - for their latest major related political party transaction - the shape of words:
A particular commission of the Board of Directors consisting alone of independent directors negotiated together with approved this transaction on behalf of Gulfport.
With all these related political party transactions an independent manager of Gulfport would actually accept their operate cutting out. The Chairman of Gulfport is - every bit shown - inwards many respects a Wexford man. Most the operations are on a day-to-day footing run yesteryear Wexford controlled entities. Gulfport has issued hundreds of millions of dollars inwards shares together with invested the vast mass of this coin inwards Wexford controlled entities. Being an "independent director" of Gulfport would accept to rank every bit 1 of the well-nigh involved directorships inwards corporate America.

So who are the independent directors. Lets crib this from Gulfport's website except that I am going to do it inwards contrary society because the directors commencement to a greater extent than colourful that way:

Craig Groeschel: Director
Mr. Groeschel has served every bit a manager of our society since August 2011. Since 1996, Mr. Groeschel has served every bit a founding pastor of LifeChurch.tv, 1 of the largest churches inwards the United States, reaching over 30,000 people each weekend. Since founding LifeChurch, Mr. Groeschel has served on its Board of Directors. Under Mr. Groeschel’s leadership, LifeChurch has grown to xv locations inwards the United States. Mr. Groeschel received a Bachelors inwards Business Marketing from the Oklahoma City University together with a Masters of Divinity from the Phillips Graduate Seminary. Mr. Groeschel is a frequent speaker at diverse domestic together with international forums together with an writer of a number of books.

Craig Groeschel is a very high profile pastor - running a church building reaching over thirty grand people each weekend. He paedophile priest Frank Houston. Frank was sacked yesteryear his Brian who at nowadays runs the show. [OK - I am a self-described godless liberal from Sydney. I accept learned to abhor Hillsong together with all that it stands for. My intense dislike of Hillsong mightiness color my judgement...]

Whatever: Craig Groeschel's church building is nowhere nigh every bit controversial every bit Hillsong but it is easier to uncovering tithing demands than charitable industrial plant on the internet. Here is one:



There are suggestions on the spider web that Craig Groeschel is 1 of the well-nigh financially successful pastors inwards the world however the church building has stated that Pastor Groeschel does non fifty-fifty accept access to the church building cheque book.

As a godless liberal I volition move out the approximate of spiritual success to other people.

It is likewise slowly plenty to uncovering Craig promoting financial advisers who seem to acquire 12 percentage annually from usual funds without telling y'all which funds they are picking.

Independence is an number amongst Pastor Groeschel. In a 2007 prospectus (withdrawn) for Diamond Back Energy Services Pastor Groeschel agreed to move a director. Do I require to say that Gulfport was a Wexford entity?

This Pastor is an independent manager of Gulfport who negotiated a sale of the bulk of Gulfport's fossil oil reserves to a Wexford controlled entity called Diamondback. He was 1 time slated every bit a manager of a Wexford controlled entity called Diamondback.

Still he is independent now...

The adjacent manager is Donald L. Dillingham. Here is his CV cribbed from the website.

Mr. Dillingham has served every bit a manager of our society since Nov 2007.  Since August 2001, Mr. Dillingham has served every bit the Senior Portfolio Manager for Avondale Investments, LLC together with Merit Advisors, Inc., each of which is a registered investment advisor. Mr. Dillingham is currently the Senior Portfolio Manager for ii usual funds, a fellow member of the investment commission of Merit Advisors, Inc. together with the Vice-President/Treasurer of the Merit Advisors Investment Trust.  From August 2002 to Dec 2004, Mr. Dillingham served every bit an adjunct professor of finance at the University of Oklahoma.  Mr. Dillingham has likewise served every bit Senior Vice President, portfolio manager together with nation manager for J.P. Morgan Investment Management, State Director responsible for managing the fiscal planning services together with production sales for the State of Oklahoma for American Express, together with Vice-President of Investment Banking for Bank of America.  Mr. Dillingham began his career inwards the finance manufacture amongst Stifel, Nicolaus every bit a fixed income analyst, risked based marketplace maker together with sales manager from August 1984 to May 1994.  Mr. Dillingham received a Bachelors of Business together with Administration inwards Accounting from the University of Oklahoma together with his Masters of Business together with Administration inwards Finance from Oklahoma City University.  Mr. Dillingham is a Chartered Financial Analyst, a Certified Public Accountant together with a Certified Financial Planner.  Mr. Dillingham is considered an independent director.

I accept non checked the veracity of this CV silent in that location are a few things missing. Donald Dillingham is likewise a director of The Beard Company. This at nowadays trades on the pinkish sheets nether the ticker BRCO. The Beard Company had quite skilful looking assets together with "proven" fossil oil reserves but silent managed to run out of cash. It never went bust though - it but went quiet. It no longer files amongst the SEC.

He has likewise been involved inwards a taxation representative amongst some controversy. The website (with his CV) for what he appears to move his primary concern is here.


The adjacent manager is Scott E. Streller. Here is his CV.

Mr. Streller has served every bit a manager of the society since August 2006. Mr. Streller is the principal together with founder of Streller Insurance together with Financial Services amongst the Farmers Insurance Group of companies. Mr. Streller’s means is consistently recognized every bit 1 the overstep agencies inwards the acre together with is a fellow member of the elite President’s Council. Mr. Streller is a frequent invitee lecturer to Oklahoma City based universities together with high schools on the topics of finance, run a hazard direction together with budgeting. Mr. Streller is a fellow member of numerous non-profit boards together with latterly served every bit the operations manager for the 2006 Senior PGA Championship. Mr. Streller received a bachelor’s grade inwards concern direction from the University of Central Oklahoma together with a master’s grade inwards athletic direction from Oklahoma State University. Mr. Streller is considered an independent director.

Influenza A virus subtype H5N1 tied insurance agent does non nail me every bit the obvious choice for such a hard independent directorship. Whatever my occupation is non amongst him beingness an insurance agent. It is amongst the assertion that Mr Streller is an "independent director". Gulfport discloses otherwise inwards the 2007 proxy. To quote:

Effective September 29, 2006, nosotros entered into an administrative services understanding amongst Diamondback Energy Services LLC, which nosotros advert to every bit Diamondback. Under the agreement, our services for Diamondback include accounting, human resources, legal together with technical support. The services provided to Diamondback together with the fees for such services tin move amended yesteryear usual understanding of the parties. The administrative services understanding has a three-year term, together with upon expiration of that term the understanding volition maintain on a month-to-month footing until cancelled yesteryear either political party amongst at to the lowest degree thirty days prior written notice. The administrative services understanding is terminable (1) yesteryear Diamondback at whatever fourth dimension amongst at to the lowest degree thirty days prior written notice to us together with (2) yesteryear either political party if the other political party is inwards cloth breach together with such breach has non been cured inside thirty days of receipt of written notice of such breach. We were reimbursed unopen to $823,000 for services provided nether this understanding during the twelvemonth ended Dec 31, 2006. Our Chairman of the Board, Mike Liddell, is likewise the Chairman of the Board of Diamondback. One of our directors, Scott Streller, is likewise a manager nominee of Diamondback. In addition, Wexford Capital LLC indirectly controls Diamondback.
I idea the Good Pastor was compromised having 1 time agreed to move a manager of Diamondback. But this is variety of special. Scott Streller is an independent manager for the purposes of selling the Permian assets (that is the mass of the proved fossil oil reserves) to a Wexford controlled entity called Diamondback.

But inwards 2006-2007 he was manager of a Wexford backed entity called Diamondback. The Pastor only agreed to move a manager of the Diamondback entity.

The final independent manager is David L. Houston. Here is his CV:
Mr. Houston has served every bit a manager of the society since July 1998. Since 1991, Mr. Houston has been the principal of Houston & Associates, a theatre that offers life together with disability insurance, compensation together with benefits plans together with estate planning. Mr. Houston has served every bit a manager of Bronco Drilling Company since May 2005. Mr. Houston was President together with Chief Executive Officer of Equity Bank for Savings, F.A., an Oklahoma-based savings bank. Mr. Houston currently serves on the board of directors together with executive commission of Deaconess Hospital, Oklahoma City, Oklahoma, together with is the onetime chair of the Oklahoma State Ethics Commission together with the Oklahoma League of Savings Institutions. Mr. Houston received a Bachelor of Science grade inwards concern from Oklahoma State University together with a graduate grade inwards banking from Louisiana State University.  Mr. Houston is considered an independent director.

Mr Houston is a manager of Bronco Drilling. Mr Liddell, the Chairman of the board of Gulfport (and a Wexford man) is likewise the Chairman of the board of Bronco. Oh, together with Wexford controls Bronco. Again the number of independence matters.

So in that location they are. The 4 independent directors of a society laced amongst related political party transactions - maybe the 4 independent directors amongst the hardest chore (assessing all those transactions) of whatever fossil oil together with gas society I know.

Still - together with I should repeat this - the society has laid upwards a "special commission of the Board of Directors consisting alone of independent directors" to negotiate together with approve the major transactions on behalf of Gulfport. And that is skilful practice.



John

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