W&T Offshore Inc DEF 14A, filed Apr 29, 2024

W&T Offshore Inc (WTI)

DEF 14A 2024-04-29 For: 2024-06-14

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Added on June 12, 2026

About this DEF 14A

W&T Offshore Inc filed this DEF 14A on April 29, 2024.

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Internet	Telephone	Mail	In Person
Please vote online using the website and personal control number listed on your notice of availability.	Please vote by telephone using the toll-free number listed on the proxy card you received in the mail. Please have your proxy card in hand when you call.	Please vote by signing, dating and returning your proxy card in the pre-addressed envelope you received in the mail. Signed proxy card must be received by June 13, 2024.	Please vote during the virtual Annual Meeting by completing a ballot as directed during the virtual Annual Meeting.

	Proxy Summary					1
	About Us					1
	Business Highlights					1
	Results of Our Shareholder Outreach Program: Compensation Changes in 2023					2
	2023 Executive Compensation Highlights					3
	Results of Our Shareholder Outreach Program: Shareholder Rights and Governance Changes					4
	Other Governance Highlights					4
	Insider Ownership					5
	ESG Highlights					6
	Board Nominees Overview					7
	Cautionary Note Regarding Forward-Looking Statements					8
	The Annual Meeting					9
	Purposes of the 2024 Annual Meeting					9
	Voting Rights and Solicitation					9
	Voting Procedures					11
	Revoking Your Proxy					11
	Submitting Questions					11
	Virtual Meeting Technical Assistance					11
	Copies of the Annual Report					11
	PROPOSAL 1 Election of Directors					12
	Recommendation of the Board					12
	Information about the Nominees					13
	Required Vote					18
	Director Skills Matrix					19
	PROPOSAL 2 Advisory Vote on Executive Compensation					20
	Recommendation of the Board					20
	Introduction					20
	Text of the Resolution to be Adopted					21
	Required Vote					21
	PROPOSAL 3 Ratification of Appointment of Independent Accountants					22
	Recommendation of the Board					22
	Required Vote					22
	Corporate Governance					23
	Corporate Governance Guidelines; Code of Business Conduct and Ethics					23
	Independence					23
	Board Leadership Structure					23
	Standing Committees of the Board					24
	Risk Oversight					27
	Oversight of Cybersecurity Risk					27
	Compensation Committee Interlocks and Insider Participation					28
	Consulting Fees and Services and Conflicts of Interest					28
	Meetings of the Board and the Committees of the Board					28
	Legal Proceedings					29
	Director Nomination Process					29
	Identifying and Evaluating Nominees for Directors					30
	Director Compensation					30

	2023 Director Compensation Table					31
	Communications with the Board					32

	Corporate Responsibility					33
	Our 2022 ESG Report					33
	Oversight of ESG Issues					33
	Shareholder Engagement and Company Responses					34
	Human Capital Management					37
	Security Ownership of Certain Beneficial Owners and Management					38
	Executive Officers					39
	Equity Compensation Plan Information					41
	Securities Authorized for Issuance Under Equity Compensation Plans					41
	Compensation Discussion and Analysis					42
	Introduction					42
	Compensation Philosophy and Objectives					43
	Shareholder Votes on Executive Compensation and Company Responses					45
	Compensation Changes in 2023					46
	Role of the Compensation Committee, its Consultants and Management					46
	Market Analysis					47
	Risk Assessment Related to our Compensation Structure					48
	Elements and Purpose of Executive Compensation					49
	Compensation Policies					60
	Compensation Committee Report					63
	Executive Compensation and Related Information					64
	2023 Summary Compensation Table					64
	2023 Grants of Plan-Based Awards					65
	Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards					66
	Outstanding Equity Awards at December 31, 2023					67
	Stock Vested Table for 2023					68
	Potential Payments Upon Termination or a Change in Control					68
	Pay Versus Performance					72
	Pay Ratio					77
	Audit Committee and Independent Registered Public Accounting Firm					78
	Audit Committee Report					78
	Principal Accounting Fees and Services					80
	Certain Relationships and Related Transactions					81
	Shareholder Proposals					83
	Incorporation by Reference					83
	Other Matters					83
	Annex A: Non-GAAP Financial Measures					A-1

				Reduced cash compensation for Named Executive Officers (“NEOs”) and shift to higher percentage of equity-based compensation						Eliminated perquisite compensation related to Mr. Krohn’s personal aircraft use effective in the second quarter of fiscal year 2023
				Equity-grants to be awarded with 60% performance-based restricted stock units (“PSUs”) and 40% time-based restricted stock units (“RSUs”)						Eliminated single trigger vesting of equity awards in connection with a change of control
				Amended Mr. Krohn’s employment agreement to remove single trigger change in control payment, among other things						Reduced cash retainer for non-employee directors from $110,000 to $85,000
				Eliminated individual multiplier for target cash bonuses for NEOs						Eliminated non-employee director compensation for the execution of consents, membership on committees and meeting fees
				Limited maximum annual bonus limited to 200% of target for NEOs						Increasing equity compensation to non-employee directors from $70,000 to $150,000
				Reduced CEO annual base salary from $1,150,000 to $800,000 and increased equity-based compensation target from 275% to 400% of base salary						Paid no special bonuses in 2023

			Tracy W. Krohn
President and Chief Executive Officer of W&T Offshore, Inc. Director Since: 2004 Age: 69 Committee(s): None Skills:

			Virginia Boulet
Independent Board Member at Ouster, Inc. Director Since: 2005 Age: 70 Committee(s): Skills:

			John D. Buchanan
Independent Attorney Director Since: 2024 Age: 60 Committee(s): None Skills:

			Nancy Chang
Independent Board Member at Ansun Biopharma, Inc. Director Since: 2023 Age: 74 Committee(s): Skills:

			Daniel O. Conwill IV
Independent Owner and Operator of Felix’s Restaurant Group Director Since: 2021 Age: 63 Committee(s): Skills:

			B. Frank Stanley
Independent Co-Chief Executive Officer of Retail Concepts, Inc. Director Since: 2009 Age: 69 Committee(s): Skills:

VIRGINIA BOULET			Age: 70 Director Since: March 2005
Professional Background
• Ms. Boulet is currently Chair of the Nominating and Corporate Governance Committee and a member of the Compensation Committee and the ESG Committee. • From 2004 through 2018, Ms. Boulet was an adjunct professor of law at Loyola University Law School. • From April 2014 to 2021, she was a Managing Director at Legacy Capital, LLC. • From 2002 to March 2014, Ms. Boulet was Special Counsel to Adams and Reese, LLP, a law firm. • Prior to 2002, Ms. Boulet was a partner at the New Orleans law firms of Phelps Dunbar, LLP and Jones Walker LLP. • In the past, she served as President and Chief Operating Officer of IMDiversity, Inc., an on-line recruiting company. • Ms. Boulet has over 30 years of experience in mergers and acquisitions, equity securities offerings, general business matters and counseling clients regarding compliance with federal securities laws and regulations.

	Other Directorships
	• Ms. Boulet currently serves on the board of directors of Ouster, Inc. (NYSE: OUST) (“Ouster”), where she is the Chair of the Nominating and Governance Committee. • She also previously served on the board of directors of Velodyne Lidar, Inc. (NYSE: VLDR), a lidar technology company, from October 2021 until its merger with Ouster in February 2023, where she served as chair of the board, chair of the nominating and corporate governance committee, as well as a member of the board’s compensation committee. • She has also served on the board of directors of Lumen Technologies, Inc. (NYSE: LUMN), a telecommunications company, from May 1995 through May 2021, where she served as chair of the nominating and corporate governance committee for 25 years and also served from time to time as lead independent director and as a member of the compensation and human resources committee and the audit committee. • Service on the various boards of directors and committees, along with her long career in corporate, securities and banking law, as well as her academic experience, has provided her with the background and experience of board processes, function, exercise of diligence and oversight of management.

	Education
	• Ms. Boulet received a B.A. in Medieval History from Yale University, and a J.D., cum laude, from Tulane University Law School.

JOHN D. BUCHANAN			Age: 60 Director Since: April 2024
Professional Background
• Mr. Buchanan is an independent member of the Board. • From February 2023 to March 2024, Mr. Buchanan served at ExxonMobil Corporation (“Exxon”) (NYSE: XOM) as Assistant General Counsel, where his responsibilities included handling corporate, regulatory reporting, compliance, and securities matters, as well as participating as Secretary to the Exxon audit committee and the Exxon finance committee. • From August 2015 to May 2022, Mr. Buchanan served at Comerica Inc. (NYSE: CMA) as the Chief Legal Officer/General Counsel/Corporate Secretary, where he managed the legal division and was responsible for corporate governance, legal and regulatory functions. • From February 2012 to August 2015, Mr. Buchanan was with the Federal Reserve Bank of Dallas, where he served as Senior Vice President, General Counsel and Corporate Secretary. • From 2005 to 2007, he was Senior Executive Vice President, General Counsel and Corporate Secretary at AmSouth Bancorporation. • Mr. Buchanan also served as Executive Vice President, General Counsel and Corporate Secretary at SouthTrust Bank from 1996 until 2005


	Committees:


	Skills and Experience:

	Other Directorships
	• Mr. Buchanan has served on numerous committees and boards of directors during his career, including the board of directors for Mercedes Benz US International Inc., with service as the Chair of the Audit Committee.

	Education
	• Mr. Buchanan holds a Master’s of Laws in Taxation from New York University School of Law and a Juris Doctorate degree from the Vanderbilt University School of Law. He also earned a Bachelor’s degree in Economics from Washington & Lee University.

NANCY CHANG			Age: 74 Director Since: April 2023
Professional Background
• Dr. Chang is currently the Chair of the ESG Committee and a member of the Audit Committee and the Nominating and Corporate Governance Committee. • From 2007 to 2012, Dr. Chang was the Founder, Chairperson and Senior Managing Director of Caduceus Asia Partners at OrbiMed Advisors L.L.C., one of the largest healthcare focused investment management firms in the world. • Prior to that, Dr. Chang was the Co-Founder, President, Chief Executive Officer and Chairman of Tanox, Inc., a company focused on the development of therapeutics to address major unmet medical needs in the areas of asthma, allergy, inflammation, HIV infection and other diseases affecting the human immune system, from 1986 to 2006, where she led the company through an initial public offering in 2000 and growth to a $1 billion public valuation until its acquisition by Genentech Inc. in 2007. • From 1980 to 1986, Dr. Chang held several leadership positions at Centocor Biotech Inc. (now a division of Johnson & Johnson), where she served as director of research and made substantial contributions to the development of monoclonal antibody as therapeutics and to the HIV field including the development of the first HIV diagnostic assay. • She was named the Most Respected Woman in Biotechnology in 2005, Forbes Twenty-Five Notable Chinese Americans list in 2008 and was the first woman to receive the Biotechnology Heritage Award in 2012. • She has published more than 35 papers on topics ranging from monoclonal antibodies to human immunodeficiency virus (HIV) and holds seven patents. Throughout her career, she has received numerous awards from academic, industrial, national and international organizations.

	Other Directorships
	• Dr. Chang is currently serving as a member of the board of directors of Ansun Biopharma, Inc., a clinical late-stage biopharmaceutical company focused on the development of unique host-directed anti-viral therapies for respiratory viruses, where she was the Chief Executive Officer from March 2017 until stepping down in July 2022. • She has also served as the Chairman and Founder of Apex Capital, an investment management company focused on investments in healthcare, education and socially responsible ventures, since January 2009 and has served as president of the Tang Family Foundation since March 2009. • Prior to joining the Board, Dr. Chang served on the board of directors of Helix Acquisition Corp. from October 2020 until its business combination in April 2022. • In addition, Dr. Chang has served on the boards of a number of companies, including Helix Acquisition Corp., Charles River Laboratory International, Inc., Eddingpharm (Cayman) Inc., Crown Bioscience Inc., Applied Optoelectronics, Inc., SciClone Pharmaceuticals, Inc., and a number of other private companies, and she has served on the board of directors of the Federal Reserve Bank in Houston. • Dr. Chang was also a member of the board of directors at BIO and BioHouston.

	Education
	• Dr. Chang graduated from National Tsing Hua University in Taiwan and Brown University and received her Ph. D. from the Division of Medical Sciences at Harvard Medical School of Harvard University.

DANIEL O. CONWILL IV			Age: 63 Director Since: May 2021
Professional Background
• Mr. Conwill is currently the Chair of the Compensation Committee and a member of the Audit Committee and the ESG Committee. • Mr. Conwill is currently the owner and operator of Felix’s Restaurant Group, which owns and operates seafood restaurants in New Orleans and along the Gulf Coast and which he purchased in 2012. • From July 2019 until June 2022, Mr. Conwill was the Chief Financial Officer of Durfort Holdings, SRL, an international conglomerate engaged in the manufacture and sale of cigars and other tobacco products. • From 2014 until April 2019, Mr. Conwill served as Co-Chief Executive Officer and Head of Investment Banking at Seaport Global Securities (“Seaport”). • Prior to joining Seaport, Mr. Conwill was the Founder, Chairman of the board of directors and Chief Executive Officer and manager of the Investment Banking Group at Global Hunter Securities (“Global Hunter”), which he started in 2005 and where he served in such roles until its merger with Seaport in 2013. • Prior to forming Global Hunter, Mr. Conwill was Executive Vice President and Co-Director of Corporate Finance at Jefferies & Company, Inc. (“Jefferies & Co”). • While at Jefferies & Co, Mr. Conwill founded its oil and gas investment banking group in 1993 and managed that group until his departure in 2005. • Prior to joining Jefferies & Co in 1993, Mr. Conwill was a Managing Director in Corporate Finance at Howard, Weil, Labouisse, Friedrichs, Inc. • Mr. Conwill’s professional career started in the tax department with Arthur Andersen & Co.

	Other Directorships
	• Former Chairman of the board of directors at Global Hunter from 2005 until 2013.

	Education
	• Mr. Conwill received his Bachelor’s and Master’s Degrees in Accounting from the University of Mississippi and has a law degree from the University of Mississippi’s School of Law.

TRACY W. KROHN			Age: 69 Director Since: 2004
Professional Background
• Tracy W. Krohn has served as Chief Executive Officer since he founded the Company in 1983 and as Chairman of the Board since 2004. • Mr. Krohn has also served in various other roles during his time with the Company, including as Treasurer from 1997 until 2006, and as President from its founding until September 2008 and again from March 2017 to present day. • Mr. Krohn began his career as a petroleum engineer and offshore drilling supervisor with Mobil Oil Corporation. • Prior to founding the Company, from 1981 to 1983, Mr. Krohn was Senior Engineer with Taylor Energy Company. • During 1996 to 1997, Mr. Krohn was Chairman and Chief Executive Officer of Aviara Energy Corporation. • In 2013, Mr. Krohn was appointed to serve on the board of directors of the American Petroleum Institute.

	Education
	• Mr. Krohn received a B.S. in Petroleum Engineering from Louisiana State University.

B. FRANK STANLEY			Age: 69 Director Since: May 2009
Professional Background
• Mr. Stanley is currently the Chair of the Audit Committee and a member of the Compensation Committee, the Nominating and Corporate Governance Committee and the ESG Committee. • Mr. Stanley is currently Co-Chief Executive Officer of Retail Concepts, Inc., a privately-held retail chain of 33 stores in 13 states with over seven hundred employees, where he has served in such role since December 2012. • Prior to joining Retail Concepts, Inc. in 1988, he was Chief Financial Officer of Southpoint Porsche Audi WGW Ltd. from 1987 to 1988. • From 1985 to 1987, he was employed by KPMG Peat Marwick, holding the position of Manager, Audit in 1987. • From 1983 to 1984, he was Chief Financial Officer of Design Research, Inc., a manufacturer of housing for offshore drilling platforms. • From 1980 to 1982, he was Chief Financial Officer of Tiger Oilfield Rental Co., Inc. and, from 1977 to 1979, he was an accountant with Trunkline Gas Co.

	Education
	• Mr. Stanley holds a B.B.A. in Accounting from Texas A&M University and is a certified public accountant.

1	Shareholder Provides Timely Notice	The Bylaws require that the shareholder must provide notice of a potential nominee to the Corporate Secretary at the Company’s principal office no later than 90 days prior to and no earlier than 120 days prior to the first anniversary of the preceding year’s annual meeting. The Bylaws require that any such shareholder must be a shareholder of record at the time it gives notice of the nomination.
2	Notice Includes Required Information	Shareholder notice must include the pertinent information about the nominee and the shareholder as required under the Company’s Bylaws, including the candidate’s name, qualifications and written consent to being named in the proxy statement and to serving on the Board if elected.
3	Nominee Provides Company Materials	Following submission of the shareholder notice, the nominee must deliver to the Company a written questionnaire regarding the background and qualifications of the nominee and a written representation and agreement that such nominee is not and will not become party to certain voting commitments or certain compensation arrangements, that such nominee will abide by stock exchange rules and Company policies and that such nominee with serve the full term as a member of the Board.
4	Board Review	The Board will review the shareholder nominee in accordance with the practices outlined below under the heading “—Identifying and Evaluating Nominees for Directors.”

1	Identify Candidates	When there is a vacancy on the Board or when changes to the Board are desired as a result of the Nominating and Corporate Governance Committee’s annual evaluation of the Board, the Nominating and Corporate Governance Committee engages in a process to identify potential candidates that meet the Company’s stated criteria. The Nominating and Corporate Governance Committee may consider candidates identified by a search firm, candidates recommended by other members of the Board and candidates that are recommended by shareholders.
2	Evaluate Candidates	Once a slate of candidates is identified, the Nominating and Corporate Governance Committee performs an evaluation of the various candidates. The evaluation includes a review of the various candidates’ skills, experience, qualifications, characteristics and other criteria established by the Board in the context of what the Board needs from the candidate as a potential director. The Nominating and Corporate Governance Committee also reviews the results of a background inquiry on the candidate, reviews applicable questionnaires and confirms that the candidate has provided the necessary information to perform as a member of the Board, if selected.
3	Meet Candidates	After evaluating the candidates, the Nominating and Corporate Governance Committee meets the candidates that have the requisite criteria for Board membership to confirm that the candidate will be a good fit with the Board.
4	Pick Candidate and Make Recommendation	After meeting the candidates, the Nominating and Corporate Governance Committee has a robust discussion regarding each candidate and determines which candidate to recommend to the Board as a nominee for election by the Company’s shareholders.

Name	Fees Earned ($) (1)		Stock Awards ($) (2)(3)		Total ($)
Virginia Boulet		140,833		150,001		290,834
Nancy Chang		70,000		150,001		220,001
Daniel O. Conwill IV		140,833		150,001		290,834
B. Frank Stanley		145,833		150,001		295,834

Compensation	Amount ($)
Annual Board Retainer		110,000
Board Meeting Attendance		1,500
Unanimous Consent Execution		1,000
Seminar Training Attendance		1,500
Committee Membership Service (except Chair of the Audit Committee)		5,000
Committee Chairperson Service (except Chair of the Audit Committee)		5,000
Audit Committee Chairperson Service		15,000
Special Committee Membership Service (except Chair of the Audit Committee)		10,000

To assist in the implementation of the ESG Committee’s ESG objectives, we have also established a managerial ESG Task Force composed of cross-functional management-level employees, with a goal of mitigating risks while benefiting our shareholders and the regions where we operate. These employees represent multiple business units and corporate functions, including:
	Operations	Human Resources
	HSE&R	Finance
	Legal
This task force is responsible for overseeing and managing our ESG reporting initiatives and suggesting areas of focus to our executive management. Executive management in turn reports on those activities to the ESG Committee and the Board of Directors.

Category	What We Heard	Our Response
Compensation	Shareholders wanted a closer alignment between executive pay and Company performance and expressed concerns about Mr. Krohn’s base salary relative to peers, the subjectivity of annual bonus determinations and certain elements of Mr. Krohn’s employment agreement, including single trigger change of control provisions and personal use of aircraft.	Adopted a substantial revision to the Company’s compensation practices, including a reduction in cash compensation and shift to focus on a higher percentage of equity-based compensation, among other things. The Company also amended and restated Mr. Krohn’s employment agreement. Our compensation changes in 2023 are outlined further in “Compensation Discussion and Analysis—Shareholder Votes on Executive Compensation and Company Responses” and “Compensation Discussion and Analysis—Compensation Changes in 2023.”
ESG	Shareholders wanted more focus on ESG matters and the attending risks.	Established ESG committee of the Board of Directors, which assists senior management in setting the Company’s general strategy relating to ESG matters and in developing, implementing and monitoring initiatives and policies based on that strategy. See “—Oversight of ESG Issues” for additional information.
Diversity	Shareholders wanted more experience and diversity of perspective from the Board.	Increased the size, diversity and experience of the Board by adding Dr. Chang, the Chair of the ESG Committee, and Mr. Buchanan.
Governance	Shareholders needed additional participation rights consistent with other public companies.	Eliminated supermajority voting requirements for certain fundamental actions, including mergers, sales of substantially all of the assets and limited amendments to the Articles of Incorporation. Permitted holders of a majority of the Company’s outstanding shares to amend the Bylaws. Lowered ownership threshold to call a special meeting to 25%. Provided shareholders the ability to act via written consent.

	EEO-1 Category	Female	Male
Gender Diversity	Exec/Sr. Officials & Managers	17%	83%
	First/Mid Officials & Managers	27%	73%
	Professionals	37%	63%
	All Other	8%	92%

	U.S. Ethnicity	Exec/Sr. Officials & Managers	First/Mid Officials & Managers	Professionals	All Other
Racial / Ethnic Diversity	Not Hispanic or Latino
	White	50%	79%	64%	88%
	Black or African American	17%	6%	16%	5%
	Asian	17%	8%	13%	<1%
	Two or more races	—	2%	0%	<1%
	Hispanic or Latino	17%	6%	6%	6%