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Tom Furlong, Managing Director 
Harvard Group International 
tfurlong@harvardsearch.com 
678.214.6065 
Colorado Energy Industry Top 20 
Corporate Governance 
Diversity Report 2014
Contents 
Overview 2 
Key Findings and Conclusions 4 
Overall Board Demographics 5 
Female Representation 6 
Board Member Status Metrics 7 
Industry Background 7 
Education Background 9 
Age 10 
Length of Service 11 
Outside Public Board Activity 12 
Board Diversity Data & Methodology 13 
Detailed (by Company) Board Metrics 14 
Comparison of Colorado and Texas Energy Boards 15 
About HGI and the author 16
Colorado 2014 Energy Sector 
Corporate Governance Diversity Report 2 
Harvard Group International 
Colorado Market Cap Top 20 
American Midstream 
Antero Resources 
Bill Barrett 
Bonanza Creek Energy 
Carbon Natural Gas 
Cimarex Energy 
Earthstone Energy 
Emerald Oil 
Enservco 
Escalera Resources 
Forest Oil 
Kodiak Oil & Gas 
Magellan Petroleum 
Markwest Energy 
PDC Energy 
QEP Resources Inc 
SM Energy 
Sundance Energy 
Triangle Petroleum 
Whiting Petroleum 
Colorado 2014 Energy Sector Corporate Governance 
Diversity Report 
Harvard Group International has long been involved with executive and 
board level search projects in multiple industries throughout North America. This report is a diversity analysis of the boards of the top 20 Market Capitalization Value (MCV) Colorado-based publicly traded energy sector companies and is intended to provide corporate boards an overview of their composition relative to their peers. 
Colorado is home to both upstream and midstream companies, many of which are sector leaders in terms of sales, employees, market cap, and reputation. As current board members retire, a new generation of executives will be needed to fill the governance roles that will soon become vacant. These changes will force boards to look at more diverse backgrounds as the traditional “oil man” stereotype that has dominated the sector for decades rides off into the sunset. 
What comprises diversity? Gender and ethnicity are the most common definitions considered when discussing diversity and are important measures when developing a corporate board that resembles the general population. When providing leadership for the investors of publicly traded companies, other factors must also be considered when determining the level of board diversity: the more diverse the background of a board, the more reflective it becomes. A seven person board that includes two women might be considered “diverse” but if most/all board members are from the same one or two industries, have similar educational backgrounds, and are in the same age group, then actually how diverse is that corporate board? Would they be able to recognize changes to the industry, company, or customer base and adequately represent the best interests of the shareholders? Or would it fall prey to collective “group think” and lose the ability to objectively address complex issues facing the company they represent? 
This report looks at a range of criteria when evaluating Board diversity as well as trends that might affect Board composition, including the size of company, location within the state, and industry in which the company operates. The diversity criteria used for this report includes:
Colorado 2014 Energy Sector 
Corporate Governance Diversity Report 3 
Harvard Group International 
Colorado Market Cap Top 20 
American Midstream 
Antero Resources 
Bill Barrett 
Bonanza Creek Energy 
Carbon Natural Gas 
Cimarex Energy 
Earthstone Energy 
Emerald Oil 
Enservco 
Escalera Resources 
Forest Oil 
Kodiak Oil & Gas 
Magellan Petroleum 
Markwest Energy 
PDC Energy 
QEP Resources Inc 
SM Energy 
Sundance Energy 
Triangle Petroleum 
Whiting Petroleum 
Colorado Market Cap Top 20 
 Gender- Male/Female 
 Work background- Inside/Outside both the energy industry and the company’s energy sub-sector 
 Education- Engineering/Geology, Business, or “Other” 
 Age 
 Length of Board Service 
 Other Public Board Activity 
The 20 largest Colorado-based publicly traded energy companies were analyzed to gain a thorough understanding of the corporate governance landscape within the state. Since a primary concern for the Board of Directors is to look out for the concerns of the shareholder (and robust corporate governance is a priority of a Board of Directors), we feel that MCV is a true indicator for determining and ranking the companies included on this report. The focus of this study is on the Director composition of publically traded Colorado-based firms: privately held companies, companies with more than 50% of the stock held by private equity groups, and divisions of out-of-state/foreign based conglomerates were not included in our research*. 
This survey looks at the Top 20 companies both collectively as a group as well as by MCV: Value greater than $1 billion (9 companies) 
and less than $1 billion (11 companies). This report will identify opportunities for all companies in both MCV cohorts to become more diverse with their Corporate Governance teams and through this effort increase their sales, profitability, and MCV as well as offering enhanced returns for their shareholder’s investments. 
* Three companies on this list (Earthstone Energy, Forest Oil, and Kodiak Oil) have announced that they are on the process of being acquired; since the closing date for these transactions are slated for late 2014/early 2015, the companies are included in this 2014 report.
Colorado 2014 Energy Sector 
Corporate Governance Diversity Report 4 
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Key Findings & Conclusions 
There are a several key findings from this study that the Colorado Energy industry as a whole and individual boards should consider: 
 The average size of a board for these Top 20 companies is 7 members- nearly 1 ½ seats smaller than Texas-based energy companies and three seats smaller than the U.S. national average of firms in other industrial sectors 
 Women hold 7 (out of 141) board seats for an 5.0% participation rate- far lower than Texas-based energy companies and over 2/3 less than the national participation rate of 16.9% for all public boards 
 Nearly 2/3 of board members (92) have undergraduate Business, Engineering, or Geological Sciences degrees; nearly a quarter (32) have an M.B.A. degree 
 Over 90% (127) of the board members come from the Energy or Financial Services industries 
 Just under 1/8 of all board members (17) are over the age of 70; almost 40% (55) are under the age of 60 
 13.5% (19) of board members have held their seat for over 12 years 
 Just over 60% (86) of the board members sit on at least one other publicly traded corporate board 
This report, in the subsequent sections, breaks out the above findings in much greater detail by the group as a whole, MCV cohorts, and individual company. 
There are a number of options companies (and the industry) can utilize to create additional diversity among their corporate governance boards: 
 Boards (especially the 17 with less than ten directors) should add at least one additional member due to the high levels of investment capital in the industry 
 Qualified executives from industries outside the financial and energy sectors and educational backgrounds should be recruited to join these boards 
 Targeting “outside industry” executives will increase the talent pool of female executives to consider for nomination- offering a holistic (as opposed to a quota driven) method of increasing the number of women on these boards 
 Develop a higher sense of succession planning on boards to prepare for eventual retirements and (potentially) shareholder dictated term and age limit requirements 
 Utilize the expanded board seats to attract first time board members and reduce the overall percentage of directors sitting on multiple boards
Colorado 2014 Energy Sector 
Corporate Governance Diversity Report 5 
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Overall Company Demographics and Board Size 
The Top 20 MCV Colorado Energy public companies have a combined 141 directors who are responsible for the guidance and oversight of over $61 billion in Market Cap Value, $16.4 billion in annual sales, and a workforce of over 7,000 employees. The average size of a board is a fraction over 7 members; the average number of directors in the Colorado Top 20 is lower (by nearly three full seats) from other industrial sectors in the Russell 3000 Index. In a local comparison, the Top 30 Colorado non-Energy companies average 8.5 members per board. One method these Top 20 Energy sector boards can easily add diversity is simply by adding 2 to 3 additional seats and attracting executives from under-represented diversity categories to their team. 
Board Size for Company 
Size All Boards 
> $1B < $1B 
10+ Directors 3 
3 0 
8 to 9 4 
2 2 
6 to 7 7 
2 5 
4 to 5 6 
2 4 
Total 20 
9 11 
Female Board Representation 
Several studies (most recently by Credit Suisse in September 2014) show that companies with at least one woman on their board outperform companies with an all-male board in a number of metrics including stock price appreciation, return on equity, and higher dividend payouts. Performance differentials are present when comparing companies in the same industrial sector as well as all companies as a group. 
Currently seven seats on the Colorado Top 20 Energy boards are held by women- comprising 5% of all board seats for these companies. Catalyst (an organization that tracks female CEO’s and Board members) reported that, in 2013, women held 16.9% of all public board seats in the U.S.A. In another comparison, a 2014 study of the top 100 Georgia based public companies found that women hold 11.7% of these board seats in that state. Locally, women comprise 8.5% (30 out of 255) of the seats on the Top 20 Colorado non-Energy boards. 
The nine companies with a MCV over $1 billion have a female/male board ratio of 5.5%- significantly off the 16.1% representation rate nationally among the Fortune 1000 companies (of which many of the companies in this group belong). With the MCV under $1 billion company cohort, female board participation decreases both in numbers and ratio. 
Board Composition by Women 
Status All Boards 
> $1B < $1B 
Women Serving 7 
4 3 
Total Board Seats 141 
73 68 
% Women Board Members 5.0% 
5.5% 4.4%
Colorado 2014 Energy Sector 
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None of the Colorado Top 20 companies have two women on their boards; only seven companies have one woman on their board. 65% of the top companies in the Colorado energy sector have no female board representation. 
Board Female Representation 
# Women on Board All Boards 
> $1B < $1B 
Two 0 
0 0 
One 7 
4 3 
Zero 13 
5 8 
Total 20 
9 11 
% Boards w/ Women 35% 
44% 27% 
One reason for the lack of women participating on these boards is due to the high ratio of financial executives holding board seats (see next section for greater details). Most of these professionals come from the Private Equity sector which skews heavily towards male participation in spite of increasingly aggressive recruitment of women to join their firms. As more women progress through the financial silos to senior and CFO roles in both the Energy and other industries, the talent pool for female financial executives will increase. 
Discussion in further sections of this report will cover why these energy companies should look beyond financial executives when considering talent for their boards. By considering these additional backgrounds, the talent pool of qualified women executives increases dramatically. Initiating an overall diversity plan as well as adding additional seats to many of these boards should result in an increased number of women sitting on the corporate boards of the Colorado Top 20 Energy companies.
Colorado 2014 Energy Sector 
Corporate Governance Diversity Report 7 
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Board Member Status Metrics 
Diversity among business experience is a major contribution a Corporate Board can offer to their company’s management team. This diversity of knowledge among board members helps insure that a company can remain abreast of changes in the overall economy and adapt the company’s direction to take best advantage as opportunities present themselves. The ability to bring successful business learnings from a variety of backgrounds is necessary to insure that management’s business plan is both well founded and executed. 
1) Industry Background 
One avenue to help avoid collective “group think” is to insure the industrial background diversity on a corporate board. A board that has too many (or too few) Energy industry and sector insiders can become blind to outside influences that, on a macroeconomic scale, can have a severe impact on a company’s operations. The experiences an executive has gained in one industry can offer quality guidance and potential competitive advantage to the company they help govern. 
Of the 141 board members in the Top 20 companies, 83 (58.9%) come from the Energy industry with 60 (42.6%) coming from the same Energy sub-sector as the company that they offer governance. The Financial industry is heavily represented on these boards: 44 members (31.2%) have a financial industry background.* 
Director Industry Focus 
Status All Boards 
> $1B < $1B 
# Energy Industry 83 
49 34 
# Same Sector 60 
37 23 
# Financial Industry 44 
15 29 
# Other Industries 14 
9 5 
Total 141 
73 68 
% Industry Insiders 58.9% 67.1% 50.0% 
% Financial Industry 31.2% 20.6% 42.6% 
% Non Energy/Financial 9.9% 12.3% 7.4% 
Among the Colorado Top 20 companies, 60% (12) have at least half of their board members with energy industry experience; 40% (8) of these companies have industry insiders comprise more than 60% of the board. 
Board Composition of Energy Industry Insiders 
Status All Boards 
> $1B < $1B 
Industry Insiders < 50% 8 
3 5 
Industry Insiders 50%-60% 4 
1 3 
Industry Insiders > 60% 8 
5 3 
Total 20 
9 11 
* In this study, executives from the Private Equity, Institutional Investment, Public Accounting, and Banking fields are considered to come from the “Financial Industry”; CFO & CAO executives from Energy industry companies are considered to have an “Energy Industry” background.
Colorado 2014 Energy Sector 
Corporate Governance Diversity Report 8 
Harvard Group International 
Breaking down board members from the energy industry further, the ratio of executives from the same sub- sector as the company they advise (i.e. executives with an Upstream background sitting on the board of an Upstream company) should be examined. There is a fairly even distribution among both MCV categories of the ratio of this board executive subset when compared to board members from the Energy industry. There are only two companies (American Midstream and Bill Barrett) where sector insiders account for less than half of all board members with energy industry experience. 
Sector Insiders/Energy Members 
Status All Boards 
> $1B < $1B 
Sector Insiders < 50% 2 
0 2 
Sector Insiders 50%-75% 7 
3 4 
Sector Insiders > 75% 11 
6 5 
Total 20 
9 11 
Though financial executives hold nearly a third of all board seats with the Top 20 companies, the highest concentration sit on companies in the smallest MCV category. Private Equity and Institutional Investment Capital makes up a larger proportion of the total shareholder value in many of these companies which offers an explanation for this higher industrial background ratio. 
Board Composition of Financial Sector Professionals 
Status All Boards 
> $1B < $1B 
Financial < 15% 6 
5 1 
Financial 15-33% 5 
1 4 
Financial > 33% 9 
3 6 
Total 20 
9 11 
It is important to have a number of board members with experience in the Energy sector and, due to the high amount of both shareholder value and capital expenditures, from the Financial sector; however, potential issues resulting from “group think” may arise when the large majority of board members come from only these two industries. Insights on how executives from similar MCV companies in other industries address common issues throughout the American marketplace (talent acquisition & retention, health care, changes in federal trade policy, and taxation to name a few) can help bring new insights that might not be considered by a narrowly-focused board. This added awareness can allow the board to help management teams anticipate and prepare for changes that might otherwise be overlooked during strategic planning sessions. 
Another area indicating a lack of diversity is the career functional silos of these board members. Only 10 of the 14 non-Energy and Financial background board members come from the legal, marketing, and human resource areas. Attracting more board members from these three disciplines can help address critical issues facing the energy industry: 
 Legal expertise to address both increased regulatory compliance and merger & acquisition activities 
 Marketing expertise to help address development of new customer/distribution channels 
 Human Resource expertise to develop strategies regarding potential talent shortages and help maximize the contribution of human capital to the success of the organization
Colorado 2014 Energy Sector 
Corporate Governance Diversity Report 9 
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2) Education Background 
The Energy industry is a highly technical field; one would expect that a majority of board members would have engineering or geology educational backgrounds. One would also expect that a number of the board members would have business-related undergraduate degrees due to the high levels of both investment capital and capital expenditures. 
The 144* board seats are nearly evenly split between “Engineering”, “Business”, and “Other”**. When compared to the Texas energy industry, the percentage of Colorado board members with undergraduate “business” degrees is lower by nearly six percentage points (37.8% for Texas vs 31.9% for Colorado). 
Undergraduate Degree of Board Members 
Discipline All Boards 
> $1B < $1B 
Engineering 49 
34 15 
Business 46 
22 24 
Other 49 
19 30 
Total* 144 
75 69 
Just over 22% of the board members (32 out of 141) from these companies have earned a M.B.A. degree. The number of M.B.A. holders from the lower MCV company cohort is almost double the number from the larger MCV group- remarkable considering the total number of board seats (and the combined MCV) of from the larger companies exceeds the smaller group by a considerable margin. 
MBA Degrees among Board Members 
All Boards 
> $1B < $1B 
MBA 32 
11 21 
* Three Board members have a dual Engineering & Business degrees; they were counted in both educational categories. 
**For this study, “Engineering” would be with anyone with a B.S. (or equivalent) degree in any of the engineering or geology majors. Any board member with a B.B.A. degree or B.A. in Accounting, Business, or Finance fall into the “Business” category. Board members with an education background outside of the “Engineering” and “Business” disciplines (such as chemistry, mathematics, or could not be determined from research) were placed in the “Other” group.
Colorado 2014 Energy Sector 
Corporate Governance Diversity Report 10 
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3) Age 
While the age of a Board Director at first glance might not indicate a measure of diversity, having a broad range of experience levels can offer differing perspectives that might impact the guidance given to their company’s management teams. There is value in the saying that “Old School is still the Best School” because of the mentoring capabilities that Baby Boomer board members can offer to younger management teams. At the same time, having board members in the same age cohort as the management teams they advise offers shared life experiences from the rising tide of Generation X/Y leaders in the industry. 
Currently over half of board members in the U.S. Fortune 1000 companies are over 65 years of age; nearly 2/3 of this group plan to step down from their roles within the next four years. Companies in the Colorado Top 20 need to prepare for board turnover as well; boards that are skewed with too many members over age 70 risk having a rapid drain of experience on their boards due to retirements. 
Age of Directors 
Status All Boards 
> $1B < $1B 
< 60 Years 55 
25 30 
60-70 Years 69 
38 31 
> 70 Years 17 
10 7 
Total 141 
73 68 
One advantage of having a plurality of directors in the 60-70 age cohort is that many are either no longer holding an executive role, working a reduced schedule, or are using board service as a their late-stage career track. Just over 25% of all board members fall into this “inactive work status category”. There are advantages to having a certain number of board participants from this work status group: these members are able to devote more than the average 250 hours/year that quality board service requires and can offer near-full time attention during a company crisis or other special situations. 
Working Status of Directors* 
All Boards 
> $1B < $1B 
# Active 104 
57 47 
# Inactive 37 
16 21 
Total 141 
73 68 
% Active 74.8% 
78.1% 69.1% 
* Designating working status relies (somewhat) on a subjective analysis; the data in this chart should be regarded as a general rather than an absolute view. For this reason, director working status is not included in the six diversity criteria listed on the detailed company breakouts found at the end of this report.
Colorado 2014 Energy Sector 
Corporate Governance Diversity Report 11 
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4) Length of Board Service 
Diversity of Board tenure is an area of increasing scrutiny as it showcases the turnover (or lack thereof) among the corporate governance team. According to a study published by the Harvard Business Review in April 2014, U.S. corporate boards that replaced on average 1 director per year yielded higher share returns than those with higher or lower turnover rates. Boards with heavy turnover and low years of cumulative service may have difficulty in developing continuity with the advice they offer a management team. Conversely, boards with no turnover may become “too close” to their management teams and lose objective oversight. 
Currently 19 of the 141 Colorado Top 20 board members (13.5%) have service tenure over 12 years. This ratio is skewed with just over 20% of $1 billion MCV group board members having long board service. 79 board members (56.0%) have less than 6 years tenure with their boards- a sign of potential new thinking and guidance coming to the Colorado energy sector. 
Length of Service 
Tenure All Boards 
> $1B < $1B 
< 6 Years 79 
30 49 
6 – 12 Years 43 
28 15 
> 12 Years 19 
15 4 
Total 141 
73 68 
A concern with long-tenured board members is that they may tend to view themselves as part of management and not as an advocate for the shareholders. ISS (a leading consultancy on proxy and corporate governance issues) is considering labeling board members with tenures somewhere over 10 years (recent reports state a tenure of 12, 13, or 15 years) as an “affiliated outside director” which would lower proxy support recommendation scores. A board with one or two long-tenured board members can offer an historical perspective that might benefit the organization; a higher number might lead to complacency among the board and reduce the confidence shareholders place in both the board and the company’s management team. 
Board Composition of Long-tenured (over 12 years) Directors 
All Boards 
> $1B < $1B 
# Long-tenured > 2 4 
4 0 
# Long-tenured = 2 2 
0 2 
# Long-tenured < 2 14 
5 9 
Total 20 
9 11 
As the Top 20 Energy companies look to add seats to their boards and long-tenured directors retire from their positions, the number of short-tenured directors will continue to increase in the next few years. A key metric to view through the remainder of the decade is the turnover rate of these short-tenured directors: a low turnover rate would indicate the boards are selecting the proper nominees as part of the Great Crew Change.
Colorado 2014 Energy Sector 
Corporate Governance Diversity Report 12 
Harvard Group International 
5) Outside Public Board Activity 
There is an old Corporate Governance saying that rings true with the Colorado Top 20: the best way to get on a Corporate Board is to serve on a Corporate Board. Currently 86 out of 141 board seats (61.0%) are held by a person who sits on another public board, with 69 of these 86 (80.2%) sitting on the board of another energy industry company. The trend for multiple board service is highest among members of the smaller MCV companies- and that a majority of these directors sit on other energy industry company boards. 
Directors Sitting on Other Boards 
All Boards 
> $1B < $1B 
# on Multiple Boards 86 
40 46 
# on Energy Sector Boards 69 
30 39 
All Board Members 141 
73 68 
% on Multiple Boards 61.0% 
54.8% 67.6% 
% on Energy Boards 48.9% 
41.1% 57.4% 
Multiple board service can offer a director exposure with two (or more) dynamic teams and possibly increase the worth of the advice they offer a management team. On the other hand, many fledgling directors and director-level candidates hold a high executive position at their current employer and a corresponding high level of interaction with the board team to which they report. This preparatory board exposure can compensate for a lack in previous board experience when evaluating director candidates- a key consideration as the pool of experienced board talent diminishes while the demand increases in the future. 
There are potential negatives with “over boarded” directors (directors sitting on five or more publicly traded companies) including lack of focus, time available to devote to crisis situations, and potential conflicts of interest. Several of the “over boarded” directors identified in this report are active employees of private equity firms: the amount and quality of oversight they offer the management teams they advise might be compromised by the short term goals of their PE firm- goals which might be at odds with the long term goals of institutional and individual investors. 
“Over Boarding” might also be an issue with directors who sit on multiple non-profit organization boards. It is an honorable attribute to share executive leadership with community organizations- as long as this service does not compromise the necessary time commitment to their public board service. Non-profit board experience is a good training avenue for the executive looking for their first public governance role but, once seated on a public board, might need to balance their volunteer activities with their corporate obligations.
Colorado 2014 Energy Sector 
Corporate Governance Diversity Report 13 
Harvard Group International 
Board Diversity Data- Company Breakouts 
The following page breaks down the Colorado Top 20 Energy public company boards by the total number of directors and the break-out by gender, industrial background (and a subset of boards members from the same energy sector), undergraduate education background, age, length of board service, and number of directors sitting on other company boards (with the number sitting on energy company boards as a subset). 
A few notes about the methodology used for this report: 
 Market Cap Values listed were of October 31, 2014. The values were obtained from OneSource Information Services which calculates MCV by multiplying the closing stock price on Friday (or the last trading session of the week) by the number of outstanding shares of common stock. 
 The directors serving on a company’s board were taken from the website of each listed company on November 1, 2014. 
 The demographic and other status criteria of the directors were gained through research including reviewing the company’s websites and most recent proxy statements, LexisNexis and search engine review of the directors, LinkedIn profile reviews, and personal contact. 
 Changes that may have occurred between the compilation of data and the publication date of this report are not reflected in either the commentary in the preceding pages or the following graph data. 
 Great effort has been made to verify the accuracy of the data in this report. Any errors or omissions are purely unintentional. Please contact the author of this report should any perceived discrepancies exist so the data can be amended for future reports.
Colorado 2014 Energy Sector 
Corporate Governance Diversity Report 14 
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Colorado Top 20 Energy Companies 
Gender 
Industry Status Education 
Age Service Length 
Outside Board Roles 
Market Cap Value (millions) 
# Directors Male Female 
Energy Company Sector 
Financial 
Other Eng/Geology Business Other MBA 
< 60 Years 
60 - 70 Years 
> 70 Years < 6 Years 6 - 12 Years > 12 Years 
Other Boards 
Energy Sector 
American Midstream 449 
8 7 1 
3 1 
5 
0 1 3 4 3 
6 
2 
0 8 0 0 
7 
6 
Antero Resources 13,739 
9 9 0 
4 3 
5 
0 2 2 5 4 
4 
5 
0 4 5 0 
5 
3 
Bill Barrett 755 
8 7 1 
5 2 
1 
2 4 2 3 1 
2 
6 
0 5 3 0 
7 
7 
Bonanza Creek Energy 1,868 
5 5 0 
2 1 
3 
0 1 2 2 0 
2 
3 
0 5 0 0 
4 
2 
Carbon Natural Gas 86 
5 5 0 
1 1 
4 
0 1 1 3 5 
2 
2 
1 4 1 0 
5 
4 
Cimarex Energy 9,889 
10 10 0 
9 7 
0 
1 8 1 1 2 
3 
3 
4 4 2 4 
6 
4 
Earthstone Energy 41 
4 4 0 
2 2 
2 
0 2 2 0 3 
2 
2 
0 1 2 1 
2 
2 
Emerald Oil 211 
6 6 0 
2 2 
4 
0 0 2 4 1 
4 
1 
1 6 0 0 
3 
3 
Enservco 106 
5 5 0 
2 2 
3 
0 0 3 2 1 
2 
2 
1 5 0 0 
1 
0 
Escalera Resources 16 
7 6 1 
4 2 
2 
1 0 4 3 1 
3 
4 
0 4 2 1 
2 
1 
Forest Oil 97 
7 7 0 
5 3 
2 
0 2 2 3 2 
2 
4 
1 1 4 2 
6 
6 
Kodiak Oil & Gas 2,884 
5 5 0 
3 3 
0 
2 2 2 1 0 
1 
3 
1 1 1 3 
0 
0 
Magellan Petroleum 82 
7 7 0 
3 3 
3 
1 1 0 5 2 
2 
4 
1 6 1 0 
4 
3 
Markwest Energy 12,399 
9 8 1 
6 5 
2 
1 2 3 4 2 
2 
5 
2 2 4 3 
4 
3 
PDC Energy 1,570 
7 6 1 
3 2 
3 
1 2 4 1 1 
4 
3 
0 1 5 1 
3 
2 
QEP Resources 4,515 
10 9 1 
9 6 
0 
1 5 2 3 1 
4 
6 
0 5 5 0 
10 
8 
SM Energy 3,795 
11 10 1 
7 5 
1 
3 8 2 1 0 
5 
5 
1 5 3 3 
8 
8 
Sundance Energy 555 
5 5 0 
3 2 
1 
1 3 1 1 0 
2 
2 
1 4 1 0 
3 
3 
Triangle Petroleum 668 
6 6 0 
4 3 
2 
0 1 3 2 2 
3 
2 
1 5 1 0 
6 
4 
Whiting Petroleum 7,294 
7 7 0 
6 5 
1 
0 4 2 1 1 
0 
5 
2 3 3 1 
0 
0 
Total 61,019 
141 134 7 
83 60 
44 
14 49 43 49 32 
55 
69 
17 79 43 19 
86 
69
Colorado 2014 Energy Sector 
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Harvard Group International 
Comparison Of Colorado and Texas Energy Company Boards 
Earlier this year Harvard Group International conducted a similar Corporate Governance Diversity study of the Top 100 Texas-based Energy companies. The Texas survey included the top energy companies throughout the state; nearly 75% of these companies are based in the Houston metro market. The 100 companies comprise seven sub-sectors within the Energy sector (Integrated, Upstream, Midstream, Downstream, Oilfield Services, Offshore, and Utilities) while the Colorado companies fall into only the Upstream and Midstream segments. 
Despite the differences in both sample and sub-segment size, there are similarities in the various diversity criteria that are worth noting: overall small size of boards, very low female board participation, the combined percentage of board members having engineering/geology or business undergraduate degrees, and the age demographic distribution of sitting board members. 
Here is the raw data from the six diversity criteria of the Colorado and Texas Energy Boards studies: 
Colorado 
Texas 
# Members 
% 
# Members 
% Companies Profiled 20 100 Total Board Members 141 845 Average Members/Board 7.05 8.45 Women Board Members 7 5.0% 70 8.3% Energy Sector Background 83 58.9% 457 54.1% Financial Sector Background 44 31.2% 216 25.6% "Other" Sector Background 14 9.9% 172 20.4% "Engineering" Undergraduate Degree 49 34.8% 218 25.8% "Business" Undergraduate Degree 43 30.5% 319 37.8% "Other" Undergraduate Degree 49 34.8% 308 36.4% MBA Degree Holders 32 22.7% n/a n/a Age younger than 60 55 39.0% 339 40.1% Age between 60 and 70 69 48.9% 399 47.2% Age over 70 17 12.1% 107 12.7% Board Service Tenure under 6 years 79 56.0% 397 47.0% Board Service between 6 and 12 years* 43 30.5% 306 36.2% Board Service over 12 years* 19 13.5% 142 16.8% Members Sitting on Multiple Boards 86 61.0% 482 57.0% Members Sitting on other Energy Boards 69 48.9% 307 36.3% 
* Texas study compiled service tenure groupings as "6 to 13 years" and "over 13 years" 
A copy of the Texas 2014 Top 100 (Energy) Corporate Governance Diversity Report can be downloaded (http://www.slideshare.net/TomFurlong/texas-corporate-governance-diversity-report-2014 ) or by contacting this study’s author (contact information is on Page 16).
Colorado 2014 Energy Sector 
Corporate Governance Diversity Report 16 
Harvard Group International 
About Harvard Group International 
Harvard Group International (HGI) is an Atlanta-based executive search firm that has been helping clients build their future since 1996. The firm was founded with the premise of offering the highest standards of executive search while possessing the nimbleness of a specialized consultancy. HGI leads the industry with a retained search project completion rate of over 99% and exceptional speed of service: over 90% of all candidates placed are presented to the client within the first 30 business days of the search project. Client satisfaction remains high with previous clients accounting for over two-thirds of all search projects. Part of that satisfaction rests in exclusivity: HGI represents only 10% of the companies within an industrial sector, allowing for larger pools from which to attract talent and a strict “hands-off” policy for all divisions and business units of a client company. HGI repeatedly demonstrates its value as a partner, not just a vendor, to its numerous clients. 
HGI has successfully completed search projects in multiple industries throughout North America. The broad range of practice sectors served includes academia, aerospace, automotive, corporate governance, energy, engineering, financial services, food processing, information technology, life sciences, manufacturing, metallurgy and metal fabrication, non-profit, oil & gas, retail, and sports management. HGI directs its team of 40 search professionals (and over 350 years of search industry experience) to attract best-in-class talent for board director appointments, C-Suite, and senior/junior executive positions as well as key individual contributor roles. Clients of all sizes, from multinational conglomerates to start ups with fewer than 20 employees, have benefitted from the expertise provided by the Harvard Group International team. 
About the Author 
Tom Furlong is the Managing Director of the firm’s Energy and Oil & Gas practice and also works on HGI’s Corporate Governance team. He has over 15 years of search industry experience and has successfully led executive search projects throughout North America and Asia. Tom brings a unique style of combining individual respect with expertise to his work, helping to differentiate both himself and Harvard Group International from other search professionals. He has shared his expertise through presentations to Energy industry and executive groups on a variety of leadership and career guidance topics. Tom also draws upon his corporate experience of working for 13 years with Novartis to understand the inner workings of both global operations and the individual teams that give strength to multi-national corporations. 
Contact Information: 
Harvard Group International 
1640 Powers Ferry Road 
Building 25 
Marietta, Georgia 30067-1444 
p: (404) 459-9045 
w: www.harvardsearch.com 
t: @harvardsearch 
Tom Furlong 
Managing Director 
p: (678) 214-6065 
e: tfurlong@harvardsearch.com 
t: @TerrellMillTom

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Colorado 2014 Top 20 Energy Industry Corporate Governance Diversity Report

  • 1. Tom Furlong, Managing Director Harvard Group International tfurlong@harvardsearch.com 678.214.6065 Colorado Energy Industry Top 20 Corporate Governance Diversity Report 2014
  • 2. Contents Overview 2 Key Findings and Conclusions 4 Overall Board Demographics 5 Female Representation 6 Board Member Status Metrics 7 Industry Background 7 Education Background 9 Age 10 Length of Service 11 Outside Public Board Activity 12 Board Diversity Data & Methodology 13 Detailed (by Company) Board Metrics 14 Comparison of Colorado and Texas Energy Boards 15 About HGI and the author 16
  • 3. Colorado 2014 Energy Sector Corporate Governance Diversity Report 2 Harvard Group International Colorado Market Cap Top 20 American Midstream Antero Resources Bill Barrett Bonanza Creek Energy Carbon Natural Gas Cimarex Energy Earthstone Energy Emerald Oil Enservco Escalera Resources Forest Oil Kodiak Oil & Gas Magellan Petroleum Markwest Energy PDC Energy QEP Resources Inc SM Energy Sundance Energy Triangle Petroleum Whiting Petroleum Colorado 2014 Energy Sector Corporate Governance Diversity Report Harvard Group International has long been involved with executive and board level search projects in multiple industries throughout North America. This report is a diversity analysis of the boards of the top 20 Market Capitalization Value (MCV) Colorado-based publicly traded energy sector companies and is intended to provide corporate boards an overview of their composition relative to their peers. Colorado is home to both upstream and midstream companies, many of which are sector leaders in terms of sales, employees, market cap, and reputation. As current board members retire, a new generation of executives will be needed to fill the governance roles that will soon become vacant. These changes will force boards to look at more diverse backgrounds as the traditional “oil man” stereotype that has dominated the sector for decades rides off into the sunset. What comprises diversity? Gender and ethnicity are the most common definitions considered when discussing diversity and are important measures when developing a corporate board that resembles the general population. When providing leadership for the investors of publicly traded companies, other factors must also be considered when determining the level of board diversity: the more diverse the background of a board, the more reflective it becomes. A seven person board that includes two women might be considered “diverse” but if most/all board members are from the same one or two industries, have similar educational backgrounds, and are in the same age group, then actually how diverse is that corporate board? Would they be able to recognize changes to the industry, company, or customer base and adequately represent the best interests of the shareholders? Or would it fall prey to collective “group think” and lose the ability to objectively address complex issues facing the company they represent? This report looks at a range of criteria when evaluating Board diversity as well as trends that might affect Board composition, including the size of company, location within the state, and industry in which the company operates. The diversity criteria used for this report includes:
  • 4. Colorado 2014 Energy Sector Corporate Governance Diversity Report 3 Harvard Group International Colorado Market Cap Top 20 American Midstream Antero Resources Bill Barrett Bonanza Creek Energy Carbon Natural Gas Cimarex Energy Earthstone Energy Emerald Oil Enservco Escalera Resources Forest Oil Kodiak Oil & Gas Magellan Petroleum Markwest Energy PDC Energy QEP Resources Inc SM Energy Sundance Energy Triangle Petroleum Whiting Petroleum Colorado Market Cap Top 20  Gender- Male/Female  Work background- Inside/Outside both the energy industry and the company’s energy sub-sector  Education- Engineering/Geology, Business, or “Other”  Age  Length of Board Service  Other Public Board Activity The 20 largest Colorado-based publicly traded energy companies were analyzed to gain a thorough understanding of the corporate governance landscape within the state. Since a primary concern for the Board of Directors is to look out for the concerns of the shareholder (and robust corporate governance is a priority of a Board of Directors), we feel that MCV is a true indicator for determining and ranking the companies included on this report. The focus of this study is on the Director composition of publically traded Colorado-based firms: privately held companies, companies with more than 50% of the stock held by private equity groups, and divisions of out-of-state/foreign based conglomerates were not included in our research*. This survey looks at the Top 20 companies both collectively as a group as well as by MCV: Value greater than $1 billion (9 companies) and less than $1 billion (11 companies). This report will identify opportunities for all companies in both MCV cohorts to become more diverse with their Corporate Governance teams and through this effort increase their sales, profitability, and MCV as well as offering enhanced returns for their shareholder’s investments. * Three companies on this list (Earthstone Energy, Forest Oil, and Kodiak Oil) have announced that they are on the process of being acquired; since the closing date for these transactions are slated for late 2014/early 2015, the companies are included in this 2014 report.
  • 5. Colorado 2014 Energy Sector Corporate Governance Diversity Report 4 Harvard Group International Key Findings & Conclusions There are a several key findings from this study that the Colorado Energy industry as a whole and individual boards should consider:  The average size of a board for these Top 20 companies is 7 members- nearly 1 ½ seats smaller than Texas-based energy companies and three seats smaller than the U.S. national average of firms in other industrial sectors  Women hold 7 (out of 141) board seats for an 5.0% participation rate- far lower than Texas-based energy companies and over 2/3 less than the national participation rate of 16.9% for all public boards  Nearly 2/3 of board members (92) have undergraduate Business, Engineering, or Geological Sciences degrees; nearly a quarter (32) have an M.B.A. degree  Over 90% (127) of the board members come from the Energy or Financial Services industries  Just under 1/8 of all board members (17) are over the age of 70; almost 40% (55) are under the age of 60  13.5% (19) of board members have held their seat for over 12 years  Just over 60% (86) of the board members sit on at least one other publicly traded corporate board This report, in the subsequent sections, breaks out the above findings in much greater detail by the group as a whole, MCV cohorts, and individual company. There are a number of options companies (and the industry) can utilize to create additional diversity among their corporate governance boards:  Boards (especially the 17 with less than ten directors) should add at least one additional member due to the high levels of investment capital in the industry  Qualified executives from industries outside the financial and energy sectors and educational backgrounds should be recruited to join these boards  Targeting “outside industry” executives will increase the talent pool of female executives to consider for nomination- offering a holistic (as opposed to a quota driven) method of increasing the number of women on these boards  Develop a higher sense of succession planning on boards to prepare for eventual retirements and (potentially) shareholder dictated term and age limit requirements  Utilize the expanded board seats to attract first time board members and reduce the overall percentage of directors sitting on multiple boards
  • 6. Colorado 2014 Energy Sector Corporate Governance Diversity Report 5 Harvard Group International Overall Company Demographics and Board Size The Top 20 MCV Colorado Energy public companies have a combined 141 directors who are responsible for the guidance and oversight of over $61 billion in Market Cap Value, $16.4 billion in annual sales, and a workforce of over 7,000 employees. The average size of a board is a fraction over 7 members; the average number of directors in the Colorado Top 20 is lower (by nearly three full seats) from other industrial sectors in the Russell 3000 Index. In a local comparison, the Top 30 Colorado non-Energy companies average 8.5 members per board. One method these Top 20 Energy sector boards can easily add diversity is simply by adding 2 to 3 additional seats and attracting executives from under-represented diversity categories to their team. Board Size for Company Size All Boards > $1B < $1B 10+ Directors 3 3 0 8 to 9 4 2 2 6 to 7 7 2 5 4 to 5 6 2 4 Total 20 9 11 Female Board Representation Several studies (most recently by Credit Suisse in September 2014) show that companies with at least one woman on their board outperform companies with an all-male board in a number of metrics including stock price appreciation, return on equity, and higher dividend payouts. Performance differentials are present when comparing companies in the same industrial sector as well as all companies as a group. Currently seven seats on the Colorado Top 20 Energy boards are held by women- comprising 5% of all board seats for these companies. Catalyst (an organization that tracks female CEO’s and Board members) reported that, in 2013, women held 16.9% of all public board seats in the U.S.A. In another comparison, a 2014 study of the top 100 Georgia based public companies found that women hold 11.7% of these board seats in that state. Locally, women comprise 8.5% (30 out of 255) of the seats on the Top 20 Colorado non-Energy boards. The nine companies with a MCV over $1 billion have a female/male board ratio of 5.5%- significantly off the 16.1% representation rate nationally among the Fortune 1000 companies (of which many of the companies in this group belong). With the MCV under $1 billion company cohort, female board participation decreases both in numbers and ratio. Board Composition by Women Status All Boards > $1B < $1B Women Serving 7 4 3 Total Board Seats 141 73 68 % Women Board Members 5.0% 5.5% 4.4%
  • 7. Colorado 2014 Energy Sector Corporate Governance Diversity Report 6 Harvard Group International None of the Colorado Top 20 companies have two women on their boards; only seven companies have one woman on their board. 65% of the top companies in the Colorado energy sector have no female board representation. Board Female Representation # Women on Board All Boards > $1B < $1B Two 0 0 0 One 7 4 3 Zero 13 5 8 Total 20 9 11 % Boards w/ Women 35% 44% 27% One reason for the lack of women participating on these boards is due to the high ratio of financial executives holding board seats (see next section for greater details). Most of these professionals come from the Private Equity sector which skews heavily towards male participation in spite of increasingly aggressive recruitment of women to join their firms. As more women progress through the financial silos to senior and CFO roles in both the Energy and other industries, the talent pool for female financial executives will increase. Discussion in further sections of this report will cover why these energy companies should look beyond financial executives when considering talent for their boards. By considering these additional backgrounds, the talent pool of qualified women executives increases dramatically. Initiating an overall diversity plan as well as adding additional seats to many of these boards should result in an increased number of women sitting on the corporate boards of the Colorado Top 20 Energy companies.
  • 8. Colorado 2014 Energy Sector Corporate Governance Diversity Report 7 Harvard Group International Board Member Status Metrics Diversity among business experience is a major contribution a Corporate Board can offer to their company’s management team. This diversity of knowledge among board members helps insure that a company can remain abreast of changes in the overall economy and adapt the company’s direction to take best advantage as opportunities present themselves. The ability to bring successful business learnings from a variety of backgrounds is necessary to insure that management’s business plan is both well founded and executed. 1) Industry Background One avenue to help avoid collective “group think” is to insure the industrial background diversity on a corporate board. A board that has too many (or too few) Energy industry and sector insiders can become blind to outside influences that, on a macroeconomic scale, can have a severe impact on a company’s operations. The experiences an executive has gained in one industry can offer quality guidance and potential competitive advantage to the company they help govern. Of the 141 board members in the Top 20 companies, 83 (58.9%) come from the Energy industry with 60 (42.6%) coming from the same Energy sub-sector as the company that they offer governance. The Financial industry is heavily represented on these boards: 44 members (31.2%) have a financial industry background.* Director Industry Focus Status All Boards > $1B < $1B # Energy Industry 83 49 34 # Same Sector 60 37 23 # Financial Industry 44 15 29 # Other Industries 14 9 5 Total 141 73 68 % Industry Insiders 58.9% 67.1% 50.0% % Financial Industry 31.2% 20.6% 42.6% % Non Energy/Financial 9.9% 12.3% 7.4% Among the Colorado Top 20 companies, 60% (12) have at least half of their board members with energy industry experience; 40% (8) of these companies have industry insiders comprise more than 60% of the board. Board Composition of Energy Industry Insiders Status All Boards > $1B < $1B Industry Insiders < 50% 8 3 5 Industry Insiders 50%-60% 4 1 3 Industry Insiders > 60% 8 5 3 Total 20 9 11 * In this study, executives from the Private Equity, Institutional Investment, Public Accounting, and Banking fields are considered to come from the “Financial Industry”; CFO & CAO executives from Energy industry companies are considered to have an “Energy Industry” background.
  • 9. Colorado 2014 Energy Sector Corporate Governance Diversity Report 8 Harvard Group International Breaking down board members from the energy industry further, the ratio of executives from the same sub- sector as the company they advise (i.e. executives with an Upstream background sitting on the board of an Upstream company) should be examined. There is a fairly even distribution among both MCV categories of the ratio of this board executive subset when compared to board members from the Energy industry. There are only two companies (American Midstream and Bill Barrett) where sector insiders account for less than half of all board members with energy industry experience. Sector Insiders/Energy Members Status All Boards > $1B < $1B Sector Insiders < 50% 2 0 2 Sector Insiders 50%-75% 7 3 4 Sector Insiders > 75% 11 6 5 Total 20 9 11 Though financial executives hold nearly a third of all board seats with the Top 20 companies, the highest concentration sit on companies in the smallest MCV category. Private Equity and Institutional Investment Capital makes up a larger proportion of the total shareholder value in many of these companies which offers an explanation for this higher industrial background ratio. Board Composition of Financial Sector Professionals Status All Boards > $1B < $1B Financial < 15% 6 5 1 Financial 15-33% 5 1 4 Financial > 33% 9 3 6 Total 20 9 11 It is important to have a number of board members with experience in the Energy sector and, due to the high amount of both shareholder value and capital expenditures, from the Financial sector; however, potential issues resulting from “group think” may arise when the large majority of board members come from only these two industries. Insights on how executives from similar MCV companies in other industries address common issues throughout the American marketplace (talent acquisition & retention, health care, changes in federal trade policy, and taxation to name a few) can help bring new insights that might not be considered by a narrowly-focused board. This added awareness can allow the board to help management teams anticipate and prepare for changes that might otherwise be overlooked during strategic planning sessions. Another area indicating a lack of diversity is the career functional silos of these board members. Only 10 of the 14 non-Energy and Financial background board members come from the legal, marketing, and human resource areas. Attracting more board members from these three disciplines can help address critical issues facing the energy industry:  Legal expertise to address both increased regulatory compliance and merger & acquisition activities  Marketing expertise to help address development of new customer/distribution channels  Human Resource expertise to develop strategies regarding potential talent shortages and help maximize the contribution of human capital to the success of the organization
  • 10. Colorado 2014 Energy Sector Corporate Governance Diversity Report 9 Harvard Group International 2) Education Background The Energy industry is a highly technical field; one would expect that a majority of board members would have engineering or geology educational backgrounds. One would also expect that a number of the board members would have business-related undergraduate degrees due to the high levels of both investment capital and capital expenditures. The 144* board seats are nearly evenly split between “Engineering”, “Business”, and “Other”**. When compared to the Texas energy industry, the percentage of Colorado board members with undergraduate “business” degrees is lower by nearly six percentage points (37.8% for Texas vs 31.9% for Colorado). Undergraduate Degree of Board Members Discipline All Boards > $1B < $1B Engineering 49 34 15 Business 46 22 24 Other 49 19 30 Total* 144 75 69 Just over 22% of the board members (32 out of 141) from these companies have earned a M.B.A. degree. The number of M.B.A. holders from the lower MCV company cohort is almost double the number from the larger MCV group- remarkable considering the total number of board seats (and the combined MCV) of from the larger companies exceeds the smaller group by a considerable margin. MBA Degrees among Board Members All Boards > $1B < $1B MBA 32 11 21 * Three Board members have a dual Engineering & Business degrees; they were counted in both educational categories. **For this study, “Engineering” would be with anyone with a B.S. (or equivalent) degree in any of the engineering or geology majors. Any board member with a B.B.A. degree or B.A. in Accounting, Business, or Finance fall into the “Business” category. Board members with an education background outside of the “Engineering” and “Business” disciplines (such as chemistry, mathematics, or could not be determined from research) were placed in the “Other” group.
  • 11. Colorado 2014 Energy Sector Corporate Governance Diversity Report 10 Harvard Group International 3) Age While the age of a Board Director at first glance might not indicate a measure of diversity, having a broad range of experience levels can offer differing perspectives that might impact the guidance given to their company’s management teams. There is value in the saying that “Old School is still the Best School” because of the mentoring capabilities that Baby Boomer board members can offer to younger management teams. At the same time, having board members in the same age cohort as the management teams they advise offers shared life experiences from the rising tide of Generation X/Y leaders in the industry. Currently over half of board members in the U.S. Fortune 1000 companies are over 65 years of age; nearly 2/3 of this group plan to step down from their roles within the next four years. Companies in the Colorado Top 20 need to prepare for board turnover as well; boards that are skewed with too many members over age 70 risk having a rapid drain of experience on their boards due to retirements. Age of Directors Status All Boards > $1B < $1B < 60 Years 55 25 30 60-70 Years 69 38 31 > 70 Years 17 10 7 Total 141 73 68 One advantage of having a plurality of directors in the 60-70 age cohort is that many are either no longer holding an executive role, working a reduced schedule, or are using board service as a their late-stage career track. Just over 25% of all board members fall into this “inactive work status category”. There are advantages to having a certain number of board participants from this work status group: these members are able to devote more than the average 250 hours/year that quality board service requires and can offer near-full time attention during a company crisis or other special situations. Working Status of Directors* All Boards > $1B < $1B # Active 104 57 47 # Inactive 37 16 21 Total 141 73 68 % Active 74.8% 78.1% 69.1% * Designating working status relies (somewhat) on a subjective analysis; the data in this chart should be regarded as a general rather than an absolute view. For this reason, director working status is not included in the six diversity criteria listed on the detailed company breakouts found at the end of this report.
  • 12. Colorado 2014 Energy Sector Corporate Governance Diversity Report 11 Harvard Group International 4) Length of Board Service Diversity of Board tenure is an area of increasing scrutiny as it showcases the turnover (or lack thereof) among the corporate governance team. According to a study published by the Harvard Business Review in April 2014, U.S. corporate boards that replaced on average 1 director per year yielded higher share returns than those with higher or lower turnover rates. Boards with heavy turnover and low years of cumulative service may have difficulty in developing continuity with the advice they offer a management team. Conversely, boards with no turnover may become “too close” to their management teams and lose objective oversight. Currently 19 of the 141 Colorado Top 20 board members (13.5%) have service tenure over 12 years. This ratio is skewed with just over 20% of $1 billion MCV group board members having long board service. 79 board members (56.0%) have less than 6 years tenure with their boards- a sign of potential new thinking and guidance coming to the Colorado energy sector. Length of Service Tenure All Boards > $1B < $1B < 6 Years 79 30 49 6 – 12 Years 43 28 15 > 12 Years 19 15 4 Total 141 73 68 A concern with long-tenured board members is that they may tend to view themselves as part of management and not as an advocate for the shareholders. ISS (a leading consultancy on proxy and corporate governance issues) is considering labeling board members with tenures somewhere over 10 years (recent reports state a tenure of 12, 13, or 15 years) as an “affiliated outside director” which would lower proxy support recommendation scores. A board with one or two long-tenured board members can offer an historical perspective that might benefit the organization; a higher number might lead to complacency among the board and reduce the confidence shareholders place in both the board and the company’s management team. Board Composition of Long-tenured (over 12 years) Directors All Boards > $1B < $1B # Long-tenured > 2 4 4 0 # Long-tenured = 2 2 0 2 # Long-tenured < 2 14 5 9 Total 20 9 11 As the Top 20 Energy companies look to add seats to their boards and long-tenured directors retire from their positions, the number of short-tenured directors will continue to increase in the next few years. A key metric to view through the remainder of the decade is the turnover rate of these short-tenured directors: a low turnover rate would indicate the boards are selecting the proper nominees as part of the Great Crew Change.
  • 13. Colorado 2014 Energy Sector Corporate Governance Diversity Report 12 Harvard Group International 5) Outside Public Board Activity There is an old Corporate Governance saying that rings true with the Colorado Top 20: the best way to get on a Corporate Board is to serve on a Corporate Board. Currently 86 out of 141 board seats (61.0%) are held by a person who sits on another public board, with 69 of these 86 (80.2%) sitting on the board of another energy industry company. The trend for multiple board service is highest among members of the smaller MCV companies- and that a majority of these directors sit on other energy industry company boards. Directors Sitting on Other Boards All Boards > $1B < $1B # on Multiple Boards 86 40 46 # on Energy Sector Boards 69 30 39 All Board Members 141 73 68 % on Multiple Boards 61.0% 54.8% 67.6% % on Energy Boards 48.9% 41.1% 57.4% Multiple board service can offer a director exposure with two (or more) dynamic teams and possibly increase the worth of the advice they offer a management team. On the other hand, many fledgling directors and director-level candidates hold a high executive position at their current employer and a corresponding high level of interaction with the board team to which they report. This preparatory board exposure can compensate for a lack in previous board experience when evaluating director candidates- a key consideration as the pool of experienced board talent diminishes while the demand increases in the future. There are potential negatives with “over boarded” directors (directors sitting on five or more publicly traded companies) including lack of focus, time available to devote to crisis situations, and potential conflicts of interest. Several of the “over boarded” directors identified in this report are active employees of private equity firms: the amount and quality of oversight they offer the management teams they advise might be compromised by the short term goals of their PE firm- goals which might be at odds with the long term goals of institutional and individual investors. “Over Boarding” might also be an issue with directors who sit on multiple non-profit organization boards. It is an honorable attribute to share executive leadership with community organizations- as long as this service does not compromise the necessary time commitment to their public board service. Non-profit board experience is a good training avenue for the executive looking for their first public governance role but, once seated on a public board, might need to balance their volunteer activities with their corporate obligations.
  • 14. Colorado 2014 Energy Sector Corporate Governance Diversity Report 13 Harvard Group International Board Diversity Data- Company Breakouts The following page breaks down the Colorado Top 20 Energy public company boards by the total number of directors and the break-out by gender, industrial background (and a subset of boards members from the same energy sector), undergraduate education background, age, length of board service, and number of directors sitting on other company boards (with the number sitting on energy company boards as a subset). A few notes about the methodology used for this report:  Market Cap Values listed were of October 31, 2014. The values were obtained from OneSource Information Services which calculates MCV by multiplying the closing stock price on Friday (or the last trading session of the week) by the number of outstanding shares of common stock.  The directors serving on a company’s board were taken from the website of each listed company on November 1, 2014.  The demographic and other status criteria of the directors were gained through research including reviewing the company’s websites and most recent proxy statements, LexisNexis and search engine review of the directors, LinkedIn profile reviews, and personal contact.  Changes that may have occurred between the compilation of data and the publication date of this report are not reflected in either the commentary in the preceding pages or the following graph data.  Great effort has been made to verify the accuracy of the data in this report. Any errors or omissions are purely unintentional. Please contact the author of this report should any perceived discrepancies exist so the data can be amended for future reports.
  • 15. Colorado 2014 Energy Sector Corporate Governance Diversity Report 14 Harvard Group International Colorado Top 20 Energy Companies Gender Industry Status Education Age Service Length Outside Board Roles Market Cap Value (millions) # Directors Male Female Energy Company Sector Financial Other Eng/Geology Business Other MBA < 60 Years 60 - 70 Years > 70 Years < 6 Years 6 - 12 Years > 12 Years Other Boards Energy Sector American Midstream 449 8 7 1 3 1 5 0 1 3 4 3 6 2 0 8 0 0 7 6 Antero Resources 13,739 9 9 0 4 3 5 0 2 2 5 4 4 5 0 4 5 0 5 3 Bill Barrett 755 8 7 1 5 2 1 2 4 2 3 1 2 6 0 5 3 0 7 7 Bonanza Creek Energy 1,868 5 5 0 2 1 3 0 1 2 2 0 2 3 0 5 0 0 4 2 Carbon Natural Gas 86 5 5 0 1 1 4 0 1 1 3 5 2 2 1 4 1 0 5 4 Cimarex Energy 9,889 10 10 0 9 7 0 1 8 1 1 2 3 3 4 4 2 4 6 4 Earthstone Energy 41 4 4 0 2 2 2 0 2 2 0 3 2 2 0 1 2 1 2 2 Emerald Oil 211 6 6 0 2 2 4 0 0 2 4 1 4 1 1 6 0 0 3 3 Enservco 106 5 5 0 2 2 3 0 0 3 2 1 2 2 1 5 0 0 1 0 Escalera Resources 16 7 6 1 4 2 2 1 0 4 3 1 3 4 0 4 2 1 2 1 Forest Oil 97 7 7 0 5 3 2 0 2 2 3 2 2 4 1 1 4 2 6 6 Kodiak Oil & Gas 2,884 5 5 0 3 3 0 2 2 2 1 0 1 3 1 1 1 3 0 0 Magellan Petroleum 82 7 7 0 3 3 3 1 1 0 5 2 2 4 1 6 1 0 4 3 Markwest Energy 12,399 9 8 1 6 5 2 1 2 3 4 2 2 5 2 2 4 3 4 3 PDC Energy 1,570 7 6 1 3 2 3 1 2 4 1 1 4 3 0 1 5 1 3 2 QEP Resources 4,515 10 9 1 9 6 0 1 5 2 3 1 4 6 0 5 5 0 10 8 SM Energy 3,795 11 10 1 7 5 1 3 8 2 1 0 5 5 1 5 3 3 8 8 Sundance Energy 555 5 5 0 3 2 1 1 3 1 1 0 2 2 1 4 1 0 3 3 Triangle Petroleum 668 6 6 0 4 3 2 0 1 3 2 2 3 2 1 5 1 0 6 4 Whiting Petroleum 7,294 7 7 0 6 5 1 0 4 2 1 1 0 5 2 3 3 1 0 0 Total 61,019 141 134 7 83 60 44 14 49 43 49 32 55 69 17 79 43 19 86 69
  • 16. Colorado 2014 Energy Sector Corporate Governance Diversity Report 15 Harvard Group International Comparison Of Colorado and Texas Energy Company Boards Earlier this year Harvard Group International conducted a similar Corporate Governance Diversity study of the Top 100 Texas-based Energy companies. The Texas survey included the top energy companies throughout the state; nearly 75% of these companies are based in the Houston metro market. The 100 companies comprise seven sub-sectors within the Energy sector (Integrated, Upstream, Midstream, Downstream, Oilfield Services, Offshore, and Utilities) while the Colorado companies fall into only the Upstream and Midstream segments. Despite the differences in both sample and sub-segment size, there are similarities in the various diversity criteria that are worth noting: overall small size of boards, very low female board participation, the combined percentage of board members having engineering/geology or business undergraduate degrees, and the age demographic distribution of sitting board members. Here is the raw data from the six diversity criteria of the Colorado and Texas Energy Boards studies: Colorado Texas # Members % # Members % Companies Profiled 20 100 Total Board Members 141 845 Average Members/Board 7.05 8.45 Women Board Members 7 5.0% 70 8.3% Energy Sector Background 83 58.9% 457 54.1% Financial Sector Background 44 31.2% 216 25.6% "Other" Sector Background 14 9.9% 172 20.4% "Engineering" Undergraduate Degree 49 34.8% 218 25.8% "Business" Undergraduate Degree 43 30.5% 319 37.8% "Other" Undergraduate Degree 49 34.8% 308 36.4% MBA Degree Holders 32 22.7% n/a n/a Age younger than 60 55 39.0% 339 40.1% Age between 60 and 70 69 48.9% 399 47.2% Age over 70 17 12.1% 107 12.7% Board Service Tenure under 6 years 79 56.0% 397 47.0% Board Service between 6 and 12 years* 43 30.5% 306 36.2% Board Service over 12 years* 19 13.5% 142 16.8% Members Sitting on Multiple Boards 86 61.0% 482 57.0% Members Sitting on other Energy Boards 69 48.9% 307 36.3% * Texas study compiled service tenure groupings as "6 to 13 years" and "over 13 years" A copy of the Texas 2014 Top 100 (Energy) Corporate Governance Diversity Report can be downloaded (http://www.slideshare.net/TomFurlong/texas-corporate-governance-diversity-report-2014 ) or by contacting this study’s author (contact information is on Page 16).
  • 17. Colorado 2014 Energy Sector Corporate Governance Diversity Report 16 Harvard Group International About Harvard Group International Harvard Group International (HGI) is an Atlanta-based executive search firm that has been helping clients build their future since 1996. The firm was founded with the premise of offering the highest standards of executive search while possessing the nimbleness of a specialized consultancy. HGI leads the industry with a retained search project completion rate of over 99% and exceptional speed of service: over 90% of all candidates placed are presented to the client within the first 30 business days of the search project. Client satisfaction remains high with previous clients accounting for over two-thirds of all search projects. Part of that satisfaction rests in exclusivity: HGI represents only 10% of the companies within an industrial sector, allowing for larger pools from which to attract talent and a strict “hands-off” policy for all divisions and business units of a client company. HGI repeatedly demonstrates its value as a partner, not just a vendor, to its numerous clients. HGI has successfully completed search projects in multiple industries throughout North America. The broad range of practice sectors served includes academia, aerospace, automotive, corporate governance, energy, engineering, financial services, food processing, information technology, life sciences, manufacturing, metallurgy and metal fabrication, non-profit, oil & gas, retail, and sports management. HGI directs its team of 40 search professionals (and over 350 years of search industry experience) to attract best-in-class talent for board director appointments, C-Suite, and senior/junior executive positions as well as key individual contributor roles. Clients of all sizes, from multinational conglomerates to start ups with fewer than 20 employees, have benefitted from the expertise provided by the Harvard Group International team. About the Author Tom Furlong is the Managing Director of the firm’s Energy and Oil & Gas practice and also works on HGI’s Corporate Governance team. He has over 15 years of search industry experience and has successfully led executive search projects throughout North America and Asia. Tom brings a unique style of combining individual respect with expertise to his work, helping to differentiate both himself and Harvard Group International from other search professionals. He has shared his expertise through presentations to Energy industry and executive groups on a variety of leadership and career guidance topics. Tom also draws upon his corporate experience of working for 13 years with Novartis to understand the inner workings of both global operations and the individual teams that give strength to multi-national corporations. Contact Information: Harvard Group International 1640 Powers Ferry Road Building 25 Marietta, Georgia 30067-1444 p: (404) 459-9045 w: www.harvardsearch.com t: @harvardsearch Tom Furlong Managing Director p: (678) 214-6065 e: tfurlong@harvardsearch.com t: @TerrellMillTom