Item 10. Directors and Executive Officers of the Registrant
The following table sets forth certain information concerning the current
directors and executive officers of the Company:
Nameb Age Office Term Expires at
------------------------------ ---- ------------------------------------------------- -----------------
Annual Meeting in
-----------------
Robert L. G. Watson....... 50 Chairman of the Board, President and Chief 2001
Executive Officer
Chris E. Williford........ 50 Executive Vice President, Chief Financial Officer --
and Treasurer
Robert W. Carington, Jr. 39 Executive Vice President --
Craig S. Bartlett, Jr..... 67 Director 2002
Franklin A. Burke......... 67 Director 2003
Ralph F. Cox ............. 68 Director 2002
Frederick M. Pevow, Jr.... 38 Director 2002
James C. Phelps........... 78 Director 2001
Joseph A. Wagda........... 57 Director 2002
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Robert L. G. Watson has served as Chairman of the Board, President,
Chief Executive Officer and a director of Abraxas since 1977. Since May 1996,
Mr. Watson has also served as Chairman of the Board and a director of Grey Wolf
Exploration Inc, Abraxas' 49%-owned subsidiary. In November 1996, Mr. Watson was
elected Chairman of the Board, President and as a director of Canadian Abraxas
Petroleum Limited, Abraxas' wholly owned Canadian subsidiary. Prior to joining
Abraxas, Mr. Watson was employed in various petroleum engineering positions with
Tesoro Petroleum Corporation, a crude oil and natural gas exploration and
production company, from 1972 through 1977, and DeGolyer and MacNaughton, an
independent petroleum engineering firm, from 1970 to 1972. Mr. Watson received a
Bachelor of Science degree in Mechanical Engineering from Southern Methodist
University in 1972 and a Master of Business Administration degree from the
University of Texas at San Antonio in 1974.
Chris E. Williford was elected Vice President, Treasurer and Chief
Financial Officer of Abraxas in January 1993, and as Executive Vice President
and a director of Abraxas in May 1993. In November 1996, Mr. Williford was
elected Vice President and Assistant Secretary of Canadian Abraxas. In December
1999, Mr. Williford resigned as a director of Abraxas. Prior to joining Abraxas,
Mr. Williford was Chief Financial Officer of American Natural Energy
Corporation, a crude oil and natural gas exploration and production company,
from July 1989 to December 1992 and President of Clark Resources Corp., a crude
oil and natural gas exploration and production company, from January 1987 to May
1989. Mr. Williford received a Bachelor of Science degree in Business
Administration from Pittsburgh State University in 1973.
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Robert W. Carington, Jr. was elected Executive Vice President and a
director of Abraxas in July 1998. In December 1999, Mr. Carington resigned as a
director of Abraxas. Prior to joining Abraxas, Mr. Carington was a Managing
Director with Jefferies & Company, Inc. Prior to joining Jefferies & Company,
Inc. in January 1993, Mr. Carington was a Vice President at Howard, Weil,
Labouisse, Friedrichs, Inc. Prior to joining Howard, Weil, Labouisse,
Friedrichs, Inc., Mr. Carington was a petroleum engineer with Unocal Corporation
from 1983 to 1990.
Craig S. Bartlett Jr., a director of Abraxas since December 1999, has
over forty years of commercial banking experience, the most recent being with
National Westminster Bank USA, rising to the position of Executive Vice
President, Senior Lending Officer and Chairman of the Credit Policy Committee.
Mr. Bartlett continues to serve on numerous boards and is active in independent
consulting roles. Mr. Bartlett is a graduate of Princeton University with an
advanced Management Degree from Pennsylvania State University.
Franklin A. Burke, a director of Abraxas since June 1992, has served as
President and Treasurer of Venture Securities Corporation since 1971, where he
is in charge of research and portfolio management. He has also been a general
partner and director of Burke, Lawton, Brewer & Burke, a securities brokerage
firm, since 1964, where he is responsible for research and portfolio management.
Mr. Burke also serves as a director of NB Instruments, Inc., an instrument
products company, Omega Institute, a job training entity, Suburban Community
Bank, and Starkey Chemical Process Co., a chemical processing company. Mr. Burke
received a Bachelor of Science degree in Finance from Kansas State University in
1955, a Master's degree in Finance from University of Colorado in 1960 and
studied at the graduate level at the London School of Economics from 1962 to
1963.
Ralph F. Cox, a director of Abraxas since December 1999, has over 45
years of oil and gas industry experience, over thirty of which was with Arco.
Mr. Cox retired from Arco in 1985 after having become Vice Chairman. Mr. Cox
then joined what is now Union Pacific Resources, retiring in 1989 as President
and Chief Operating Officer. Mr. Cox then joined Greenhill Petroleum Corporation
as President until leaving in 1994 to pursue his consulting business. Mr. Cox
has in the past and continues to serve on many boards including Arco, Fidelity
Investments, and the Kansas City Federal Reserve Board. Mr. Cox earned Petroleum
and Mechanical Engineering degrees from Texas A&M University with advanced
studies at Emory University.
Frederick M. Pevow, Jr., a director of Abraxas since December 1999, has
almost fifteen years of investment banking experience with firms such as Smith
Barney, Dillon Read, Salomon Smith Barney, and most recently CIBC World Markets
where he was Managing Director and headed the worldwide Investment Banking
practice covering the oilfield services and equipment industries. Mr. Pevow
currently pursues capital market transactions through Pevow & Associates, a
boutique investment and merchant-banking firm. Mr. Pevow holds an undergraduate
degree from the University of Texas with further studies at Rice University.
James C. Phelps, a director of Abraxas since December 1983, has been a
consultant to crude oil and natural gas exploration and production companies
such as Panhandle Producing Company and Tesoro Petroleum Corporation since April
1981. Mr. Phelps has served as a director of Grey Wolf since January 1996. From
April 1995 to May 1996, Mr. Phelps served as Chairman of the Board and Chief
Executive Officer of Grey Wolf, and from January 1996 to May 1996, he served as
President of Grey Wolf. From March 1983 to September 1984, he served as
President of Osborn Heirs Company, a privately owned crude oil exploration and
production company based in San Antonio. Mr. Phelps was President and Chief
Operating Officer of Tesoro Petroleum Corporation from 1971 to 1981 and prior to
that was Senior Vice President and Assistant to the President of Continental Oil
Company. He received a Bachelor of Science degree in Industrial Engineering and
a Master of Science degree in Industrial Engineering from Oklahoma State
University.
Joseph A. Wagda, a director of Abraxas since December 1999, has had a
varied twenty-five year career involving the financial and legal aspects of
3
private and corporate business transactions. Currently Mr. Wagda is Chairman,
Chief Executive Officer and a director of BrightStar Technology Group, Inc., and
is also an attorney and president of Altamont Capital Management, Inc. Mr.
Wagda's business expertise emphasizes special situation consulting and
investing, including involvement in distressed investments and venture capital
opportunities. Previously, Mr. Wagda was a senior managing director and
co-founder of the Price Waterhouse corporate finance practice. He also served
with the finance staff of Chevron Corporation and in the general counsel's
office at Ford Motor Company. Mr. Wagda received an undergraduate degree from
Fordham College, a Masters of Business Administration, with distinction, from
the Johnson Graduate School of Management, Cornell University, and a JD, with
honors, from Rutgers University.
Information Concerning Directors
During the fiscal year ended December 31, 2000, the Board of Directors
held twelve meetings. All directors attended each of these meetings with the
following exception: Mr. Pevow missed one meeting. During 2000, Abraxas'
directors other than Mr. Watson received compensation for service to Abraxas as
a director. See "Executive Compensation -- Compensation of Directors." Directors
also received reimbursement of travel expenses to attend meetings of the Board
of Directors.
Neither the nominees for director nor any of the continuing directors
of Abraxas has a family relationship with any of the other executive officers or
other nominees for director. Except for Craig S. Bartlett, Jr., who is a
director of NVR, Inc., Janus Hotels & Resorts, Inc., New ICO Global
Communications (Holdings) Limited and Purina Mills Inc., Ralph F. Cox, who is a
director of Waste Management, Inc., CH2M Hill Companies and a trustee of the
Fidelity Funds, and Joseph A. Wagda, who is Chairman, CEO and a director of
BrightStar Information Technology Group, Inc., neither the nominees nor any of
the continuing directors is a director of any other company which has a class of
securities registered under, or is required to file reports under, the
Securities Exchange Act of 1934 or of any company registered under the
Investment Company Act of 1940.
Abraxas believes, based solely on its review of the copies of Section
16(a) forms furnished to it and written representations from executive officers
and directors, that all Section 16(a) filing requirements have been fulfilled.
In making this disclosure, Abraxas has relied solely on written representations
of its directors and executive officers (and its ten percent stockholders) and
copies of the reports that they have filed with the Securities and Exchange
Commission.
Committees Of The Board Of Directors
The Audit Committee of the Board of Directors, which consists of
Messrs. Phelps, Bartlett, Burke and Wagda, met three times during 2000. The
functions of the Audit Committee are to recommend the appointment of Abraxas'
independent auditors, to review the arrangements for and the scope of the annual
audit and to review internal accounting controls.
The Compensation Committee of the Board of Directors, which consists of
Messrs. Phelps, Cox and Pevow, met twice during 2000. The functions of the
Compensation Committee are to review and make recommendations concerning the
compensation of Abraxas' executive and non-executive officers. The Compensation
Committee also administers Abraxas' 1984 Incentive Stock Option Plan, 1984
Nonqualified Stock Option Plan, 1993 Key Contributor Stock Option Plan, 1994
Long Term Incentive Plan and 2000 long Term Incentive Plan.
The Nominating Committee of the Board of Directors did not meet during
2000. In connection with Abraxas' exchange offer in 1999, the members of the
Nominating Committee resigned from the Board of Directors. Since that time, the
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Board of Directors has not appointed members to the Nominating Committee. The
function of the Nominating Committee is to seek out, evaluate and recommend to
the Board qualified nominees for election as directors of the Company and to
consider other matters pertaining to the size and composition of the Board. The
Nominating Committee will give appropriate consideration to qualified persons
recommended by stockholders for nomination as directors of the Company provided
that such recommendations are accompanied by information sufficient to enable
the Nominating Committee to evaluate the qualifications of the nominee.
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