Vermilion 2018 Information Circular - Proxy Statement

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Director Nominee Biographies

  • Lorenzo Donadeo

  • Larry J. Macdonald

  • Stephen P. Larke

  • Loren M. Leiker

  • Timothy R. Marchant

  • Anthony W. Marino

  • Robert B. Michaleski

  • William B. Roby

  • Catherine L. Williams

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  1. Gender
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Independent ()
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  • Audit


    Number of meetings:
    Chair: Catherine L. Williams

    - Catherine L. Williams

    - Stephen P. Larke

    - Larry J. Macdonald

    - Robert B. Michaleski

    • Catherine L. Williams
    • Stephen P. Larke
    • Larry J. Macdonald
    • Robert B. Michaleski
  • Independent Reserves Committee


    Number of meetings:
    Chair: William B. Roby

    • William B. Roby
    • Loren M. Leiker
    • Timothy R. Marchant
  • Health, Safety and Environment Committee


    Number of meetings:
    Chair: William F. Madison

    • Larry J. Macdonald
    • Timothy R. Marchant
    • William B. Roby
  • Governance and Human Resources Committee


    Number of meetings:
    Chair: Sarah E. Raiss

    • Stephen P. Larke
    • Larry J. Macdonald
    • Robert B. Michaleski
    • Catherine L. Williams

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  • Chair of the Board


    Lorenzo Donadeo
    • Lorenzo Donadeo
  • President and Chief Executive Officer


    Anthony Marino
    • Anthony W. Marino
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Lorenzo Donadeo

Chair of the Board


Age: 62
Director since: 1994
Independent: No
Board Committees:
Other Public Boards:
Qualifications:

Mr. Donadeo has 37 years of experience in the oil and gas business, including mergers and acquisitions, production, exploitation, field operations and gas marketing in North America, Australia, Europe, Trinidad and Tobago. Currently, he is the Managing Director of Casadona Group, a private investment company.

He was one of the founders of Vermilion in 1994 and currently serves as Chair of the Board (since March 1, 2016). From 2014 to 2016, Mr. Donadeo served as the Chief Executive Officer. From 2003 to 2014, he served as President and Chief Executive Officer and Executive Vice President and Chief Operating Officer when Vermilion made its international forays into France in 1996 and Trinidad and Tobago in 1999 through Aventura Energy Inc. Mr. Donadeo was the President and Chief Executive Officer of Vermilion when Vermilion founded Verenex in 2004, a company that was subsequently active in Libya. Prior to Vermilion, he worked at Dome Petroleum and Amoco Canada, as well as at a private oil and gas company.

Mr. Donadeo has a Bachelor of Science degree in Mechanical Engineering (with distinction) from the University of Alberta.

Mr. Donadeo is not currently a member of any Board Committees, however, he is invited to all Committee meetings as a non-voting observer.

Vermilion Board/Committee MembershipMeeting Attendance
Board, Chair of the Board6/6
Public BoardsCommittee MembershipStock ExchangePublic Board Interlocks
Nonen/an/aNone
2017 Voting ResultsShare OwnershipEquity at Risk(1)Meets Ownership Requirements
For: 96.43% or 74,897,422 votes
Withheld: 3.57% or 2,772,143 votes
3,227,354$130,836,931Yes

Note:
1. Equity at risk is the market value of shares owned, excluding share awards, based on the closing trading price of the shares on the TSX on March 1, 2018 of $40.54.
Note:

 

Larry J. Macdonald

Independent Lead Director


Age: 70
Director since: 2002
Independent: Yes
Board Committees:
Other Public Boards:
Qualifications:

Mr. Macdonald brings 49 years of oil and gas industry experience in Western Canada, including leadership, strategy and growth, finance, exploration, corporate relations and marketing. Currently, he is the Chairman and Chief Executive Officer (since 2003) of Point Energy Ltd., a private oil and gas exploration company.

From 2012 to 2016 he was the Chairman of Northpoint Resources Ltd., from 2003 to 2006, a Managing Director of Northpoint Energy Ltd., and from 2006 to 2013 a director of Sure Energy Inc. Previously, he was the Chairman and Chief Executive Officer of Pointwest Energy Inc. and President and Chief Operating Officer of Anderson Exploration Ltd. He began his career with PanCanadian Petroleum Limited in 1969 (until 1977) and later worked for several exploration firms.

Mr. Macdonald has a Bachelor of Science degree in Geology from the University of Alberta. He completed the Executive Management Program at the Wharton Business School at the University of Pennsylvania in 1993 and attended a Financial Literacy Course at the Rotman Business School at the University of Toronto, which is in conjunction with the Institute of Corporate Directors.

Vermilion Board/Committee MembershipMeeting Attendance
Board, Lead Director6/6
Audit, Member4/4
Governance and Human Resources, Member5/5
Health, Safety and Environment, Member4/4
Public BoardsCommittee MembershipStock ExchangePublic Board Interlocks
Nonen/an/aNone
2017 Voting ResultsShare OwnershipEquity at Risk(1)Meets Ownership Requirements
For: 95.88% or 74,469,081 votes
Withheld: 4.12% or 3,200,484 votes
56,853$2,304,821Yes

Note:

1. Equity at risk is the market value of shares owned, excluding share awards, based on the closing trading price of the shares on the TSX on March 1, 2018 of $40.54.

Stephen P. Larke

Independent Director


Age: 46
Director since: 2017
Independent: Yes
Board Committees:
Other Public Boards:
Qualifications:

Mr. Larke has over 20 years of experience in energy capital markets, including research, sales, trading and equity finance.

He is currently an Operating Partner and Advisory Board member with Azimuth Capital Management, an energy-focused private equity fund based in Calgary, Alberta.

Prior to joining Azimuth, Mr. Larke was Managing Director and Executive Committee member with Calgary-based Peters & Co., from 2005 to 2015, and prior to, was an Equity Analyst, Vice-President and Director with TD Newcrest from 1997 to 2005. Both at Peters & Co. and TD Newcrest, Mr. Larke received leading rankings in the Brendan Wood International survey of institutional investors.

Mr. Larke has a Bachelor of Commerce degree (with distinction) from the University of Calgary and holds the Chartered Financial Analyst designation.

Vermilion Board/Committee MembershipMeeting Attendance
Board, Member3/3
Audit, Member2/2
Governance and Human Resources, Member3/3
Public BoardsCommittee MembershipStock ExchangePublic Board Interlocks
Nonen/an/aNone
2017 Voting ResultsShare OwnershipEquity at Risk(1)Meets Ownership Requirements
Appointed to the Board on June 11, 201720,000$810,800Yes

Note:

1. Equity at risk is the market value of shares owned, excluding share awards, based on the closing trading price of the shares on the TSX on March 1, 2018 of $40.54.

Loren M. Leiker

Independent Director


Age: 64
Director since: 2012
Independent: Yes
Board Committees:
Other Public Boards: SM Energy Company (2012 to Present)
Qualifications:

Mr. Leiker has 41 years of oil and gas industry experience with an extensive background in international exploration, production and operations. As a member of Vermilion’s Board and Independent Reserves Committee, Mr. Leiker provides guidance and oversight to Vermilion’s conventional and unconventional new ventures initiatives.

Currently, he serves as an executive director of SM Energy Company (since 2012) and director of Navitas Midstream Partners, LLC (since 2014). From 2012 to 2015, Mr. Leiker served as a director of Midstates Petroleum Company, Inc.

He served as Senior Executive Vice President, Exploration of EOG Resources Inc. from 2008 until his retirement in September 2011. Prior to this, he held a variety of executive officer positions with EOG and its predecessor, Enron Oil and Gas Company. He started his career in 1977 at Tenneco Oil, where he held a variety of domestic and international roles until the sale of the Company in 1989.

Mr. Leiker holds a Bachelor and Master of Science in Geology from Texas Tech University.

Vermilion Board/Committee MembershipMeeting Attendance
Board, Member6/6
Independent Reserves, Member2/2
Public BoardsCommittee MembershipStock ExchangePublic Board Interlocks
SM Energy Company
(2012 to Present)
Audit
Executive
Nominating & Governance
NYSENone
2017 Voting ResultsShare OwnershipEquity at Risk(1)Meets Ownership Requirements
For: 99.93% or 77,615,385 votes
Withheld: 0.07% or 54,180 votes
15,588$631,938Yes

Note:

1. Equity at risk is the market value of shares owned, excluding share awards, based on the closing trading price of the shares on the TSX on March 1, 2018 of $40.54.

Timothy R. Marchant

Independent Director


Age: 67
Director since: 2010
Independent: Yes
Board Committees:
Other Public Boards: Valeura Energy Inc. (2015 to Present)

Cub Energy Inc. (2013 to Present)
Qualifications:

Dr. Marchant has 38 years of oil and gas industry experience in Canada and international locations, with extensive experience in exploration, foreign growth strategies and international operations.

Currently, he is the Adjunct Professor of Strategy and Energy Geopolitics at the Haskayne School of Business, University of Calgary where he teaches energy, corporate social responsibility and sustainability strategies. Dr. Marchant also serves as a director (since 2015) and Chair of the Board (since 2018) of Valeura Energy Inc. and director of Cub Energy Inc. (since 2013). He was Executive Chairman of Anatolia Energy Corp. from 2011 to 2013. Dr. Marchant has served in a variety of senior executive positions with British Petroleum and Amoco in North America and the Middle East. Prior to his international assignments, he spent 17 years with Amoco Canada.

Dr. Marchant has a Ph.D. in Geology from Trinity College, University of Dublin, Ireland. He completed the Executive Program at the Ivey School of Business, University of Western Ontario in 1994 and the Institute of Corporate Directors Education Program in 2011.

Vermilion Board/Committee MembershipMeeting Attendance
Board, Member6/6
Health, Safety and Environment, Member4/4
Independent Reserves, Member2/2
Public BoardsCommittee MembershipStock ExchangePublic Board Interlocks
Valeura Energy Inc.
(2015 to Present)
Board, Chairman (2018)
Governance and Compensation
Reserves and HSE
TSXNone
Cub Energy Inc.
(2013 to Present)
Audit
Compensation
Reserves
TSX Venture
2017 Voting ResultsShare OwnershipEquity at Risk(1)Meets Ownership Requirements
For: 99.94% or 77,619,656 votes
Withheld: 0.06% or 49,909 votes
39,118$1,585,844Yes

Note:

1. Equity at risk is the market value of shares owned, excluding share awards, based on the closing trading price of the shares on the TSX on March 1, 2018 of $40.54.

Anthony W. Marino

President and Chief Executive Officer


Age: 57
Director since: 2016
Independent: No
Board Committees:
Other Public Boards:
Qualifications:

Mr. Marino has 35 years of oil and gas industry experience with an extensive background in operations management, business development, and capital markets. He currently serves as President and Chief Executive Officer of Vermilion (since March 1, 2016). Mr. Marino served as the President and Chief Operating Officer from 2014 to 2016 and Executive Vice President and Chief Operating Officer from 2012 to 2014. Prior to joining Vermilion, Mr. Marino held the position of President and Chief Executive Officer of Baytex Energy Corporation, after initially serving as Baytex’s Chief Operating Officer. Previously, Mr. Marino held the role of the President and Chief Executive Officer of Dominion Exploration Canada Ltd., a division of Dominion Resources Inc. Earlier in his career, Mr. Marino held a variety of technical and management positions with AEC Oil and Gas (USA) Inc., Santa Fe Snyder Corp. and Atlantic Richfield Company.

Mr. Marino has a Bachelor of Science degree with Highest Distinction in Petroleum Engineering from the University of Kansas and a Master of Business Administration degree from California State University at Bakersfield (Outstanding Graduate). He is a registered professional engineer and holds the Chartered Financial Analyst designation.

Vermilion Board/Committee MembershipMeeting Attendance
Board, Member6/6
Public BoardsCommittee MembershipStock ExchangePublic Board Interlocks
Nonen/an/an/a
2017 Voting ResultsShare OwnershipEquity at Risk(1)Meets Ownership Requirements
For: 98.94% or 76,843,016 votes
Withheld: 1.06% or 826,549 votes
204,615$8,295,092Yes

Note:

1. Equity at risk is the market value of shares owned, excluding share awards, based on the closing trading price of the shares on the TSX on March 1, 2018 of $40.54.

Robert B. Michaleski

Independent Director


Age: 65
Director since: 2016
Independent: Yes
Board Committees:
Other Public Boards: Essential Energy Services (2012 to Present)

Pembina Pipeline Corporation (2000 to Present)
Qualifications:

Mr. Michaleski has 39 years of experience in various senior management and executive roles at Pembina Pipeline Corporation where he oversaw Pembina’s transformation from an Alberta-based oil pipeline company with an enterprise value of approximately $450 million into one of North America’s leading integrated energy transportation and midstream services company with an enterprise value of approximately $12.5 billion. Mr. Michaleski was the Chief Executive Officer from 2000 to 2013 and President from 2000 to 2012. Previously, he was Vice President and Chief Financial Officer from 1997 to 2000, Vice President of Finance from 1992 to 1997, Controller from 1980 to 1992, and Manager of Internal Audit from 1978 to 1980. He has been a director of Pembina since 2000, a director of Essential Energy Services Ltd. since 2012, a director of Coril Holdings Ltd. since 2003, and co-chair of the General Oil and Gas Division of the United Way of Calgary and Area since 2010 and a director since 2013.

Mr. Michaleski holds a Bachelor of Commerce (Honours) Degree from the University of Manitoba. He received his Chartered Accountant designation in 1978. He is a member of the Institute of Corporate Directors.

Vermilion Board/Committee MembershipMeeting Attendance
Board, Member6/6
Audit, Member4/4
Governance and Human Resources, Member3/3
Public BoardsCommittee MembershipStock ExchangePublic Board Interlocks
Essential Energy Services
(2012 to Present)
Audit
Governance and Compensation, Chair
TSXNone
Pembina Pipeline Corporation
(2000 to Present)
Health, Safety & EnvironmentTSX, NYSE
2017 Voting ResultsShare OwnershipEquity at Risk(1)Meets Ownership Requirements
For: 99.94% or 77,620,230 votes
Withheld: 0.06% or 49,335 votes
6,398$259,375Has until October 3, 2021

Note:

1. Equity at risk is the market value of shares owned, excluding share awards, based on the closing trading price of the shares on the TSX on March 1, 2018 of $40.54.

William B. Roby

Independent Director


Age: 58
Director since: 2017
Independent: Yes
Board Committees:
Other Public Boards:
Qualifications:

Mr. Roby has more than 33 years of experience in various senior management and executive positions.

He currently serves as the Chief Executive Officer of Sepherd Energy, LLC (since 2015).

From 1997 to 2013, he held various roles from a number of U.S. and international management positions with Occidental Petroleum Corporation, most recently as Senior Vice President, Worldwide Operations and Production/Facility Engineering.

From 2013 to 2014, he acted as Chief Operating Officer of Sheridan Production Company, LLC, a Houston based oil and gas company with production in excess of 50,000 boe/d.

Mr. Roby has a Bachelor of Science in Mechanical Engineering from Louisiana State University.

Vermilion Board/Committee MembershipMeeting Attendance
Board, Member5/5
Health, Safety and Environment, Member3/3
Independent Reserves, Chair1/1
Public BoardsCommittee MembershipsStock ExchangePublic Board Interlocks
Nonen/an/aNone
2017 Voting ResultsShare OwnershipEquity at Risk(1)Meets Ownership Requirements
For: 100.00% or 77,669,565 votes
Withheld: 0.00% or 0 votes
0$0Has until April 26, 2022

Note:

1. Equity at risk is the market value of shares owned, excluding share awards, based on the closing trading price of the shares on the TSX on March 1, 2018 of $40.54.

Catherine L. Williams

Independent Director


Age: 67
Director since: 2015
Independent: Yes
Board Committees:
Other Public Boards: Enbridge Inc. (2007 to Present)
Qualifications:

Ms. Williams brings 34 years of oil and gas industry experience, with an extensive background in finance, mergers and acquisitions, and business management.

Ms. Williams is currently the Owner and Managing Director of Options Canada Ltd. (since 2007) and serves as a Board member of Enbridge Inc. (since 2007) and Chairs their Human Resources and Compensation Committee.

She was a Board member of Enbridge Pipelines Inc. (2008 – 2017), Enbridge Income Partners GP Inc. (2015 – 2017), and a trustee of Enbridge Commercial Trust (2015 – 2017), all private subsidiaries of Enbridge Inc. and a director of Enbridge Income Fund Holdings Inc. (2016 – 2017), a public holding company. She served as a Board member of Alberta Investment Management Corporation (2009 – 2014) and Tim Hortons Inc. (2009 – 2012).

From 2003 to 2007, Ms. Williams held the role of Chief Financial Officer for Shell Canada Ltd., prior to which she held various positions with Shell Canada Limited, Shell Europe Oil Products, Shell Canada Oil Products and Shell International (1984 – 2003).

Ms. Williams has a Bachelor of Arts degree from University of Western Ontario and a Master of Business Administration from the Queen’s University.

Vermilion Board/Committee MembershipMeeting Attendance
Board, Member6/6
Audit, Chair4/4
Governance and Human Resources, Member5/5
Public BoardsCommittee MembershipStock ExchangePublic Board Interlocks
Enbridge Inc.
(2007 to Present)
Audit, Finance & Risk
Human Resources and Compensation, Chair
TSXNone
2017 Voting ResultsShare OwnershipEquity at Risk(1)Meets Ownership Requirements
For: 98.85% or 76,776,548 votes
Withheld: 1.15% or 893,017 votes
9,215$373,576Has until February 27, 2020

Note:
1. Equity at risk is the market value of shares owned, excluding share awards, based on the closing trading price of the shares on the TSX on March 1, 2018 of $40.54.

Meeting Highlights

The Venue

Ballroom, Metropolitan Centre 333- 4th Avenue SW
Calgary, Alberta

Date/Time:

April 26, 2018 3:00 pm MDT

Meeting begins in:

00 Days
00 Hours
00 Minutes
00 Seconds

Items of Business:

Item Board Rec.
receiving our financial statements and the respective auditors’ report for the year ended December 31, 2017;
fixing the number of directors to be elected at the Meeting at nine directors; check-box
electing the directors for the next year; check-box
appointing Deloitte LLP as auditors; check-box
approving a security-based compensation arrangement providing for five year treasury-based share awards for our President and Chief Executive Officer. This arrangement is a component of the overall compensation structure designed to retain and incentivize a key employee; and check-box
advisory vote on Vermilion’s approach to executive compensation as set forth in this Circular. check-box

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