Sector: Energy
SANDRIDGE ENERGY INC · Meeting: June 10, 2026
Directors FOR
6
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Directors
Director since October 2024, within the 24-month exemption window; no overboarding, independence, or attendance issues identified; strong financial and energy sector credentials as Chairman.
Director since October 2022; SD's 3-year price return of +49.1% is strong positive, and the gap versus the ^GSPC — S&P 500 benchmark is -23.0pp, well below the 65pp threshold required to trigger a vote against, so the TSR test does not fire; no overboarding, independence, or attendance concerns.
Director since May 2021; SD's 3-year price return of +49.1% is strong positive, and the gap versus the ^GSPC — S&P 500 benchmark is -23.0pp, well below the 65pp threshold required to trigger a vote against; no overboarding, independence, or attendance concerns identified.
CEO and director since June 2025, well within the 24-month new-director exemption; as an executive director he is subject to the same TSR trigger but his tenure is too short to apply it; no other governance concerns identified.
Director since August 2025, well within the 24-month new-director exemption; no overboarding, independence, or attendance issues identified; brings investment and multi-industry board experience.
New nominee with no prior tenure at SandRidge; highly credentialed CPA and former national managing partner of Grant Thornton with extensive public-company audit and financial oversight experience; no disqualifying factors identified.
All six nominees pass the policy screens: the TSR trigger does not fire (SD's 3-year return is +49.1%, and the gap versus the ^GSPC — S&P 500 is only -23.0pp, far below the 65pp threshold for strong-positive absolute returns); three directors are within the 24-month new-director exemption; no overboarding, independence violations, or attendance issues were found across the slate.
CEO
Grayson Pranin
Total Comp
$991,555
Prior Support
94%%
CEO total compensation of $991,555 is modest for an energy company CEO and well within benchmark expectations for a $563M market-cap company; the pay program is heavily performance-based, with short-term cash bonuses and equity awards together making up the majority of total pay and tied to clearly defined operational and financial scorecards. The prior Say on Pay vote received approximately 94% shareholder support, reflecting strong investor approval, and the company has maintained a consistent, cost-disciplined pay philosophy with a formal clawback policy in place.
Auditor
Grant Thornton LLP
Tenure
N/A
Audit Fees
$835,000
Non-Audit Fees
$26,000
Non-audit fees of $26,000 represent only about 3% of audit fees of $835,000, well below the 50% threshold that would raise independence concerns; auditor tenure is not disclosed in the proxy so no tenure trigger can fire; no restatements or adequacy concerns were identified, and Grant Thornton is a large national firm appropriate for a company of SandRidge's size.
SandRidge Energy's 2026 annual meeting presents a straightforward ballot: all six director nominees pass TSR, independence, and attendance screens, the auditor relationship is clean with minimal non-audit fees, and the Say on Pay program is modest and performance-linked with near-unanimous prior-year shareholder support. The only proposal outside policy coverage is the equity plan term extension, which is not addressed by this policy version.
1 companies disclosed in 2026 proxy filing
