“Our strong slate of director nominees has the right combination of experience, expertise and skill that make them the right leadership team to restore order at SandRidge and provide the strategic insight required to maximize stockholder value — an area where the current board has clearly failed,” TPG-Axon said.
Institutional Shareholder Services recommended replacing SandRidge board members Everett R. Dobson, William A. Gilliland, Daniel W. Jordan, Roy T. Oliver Jr. and Jeffrey S. Serota in favor of TPG-Axon nominees Singh, Moneypenny, Stephen C. Beasley, Alan J. Weber and Dan A. Westbrook.
“This is purely a matter of math — having too many qualified nominees for the limited number of open seats,” according to the report.
Despite its concerns about SandRidge's management, Institutional Shareholder Services stopped short of calling for the ouster of CEO Tom Ward, as TPG-Axon and fellow institutional shareholder Mount Kellett Capital Management have done, because there is not a fully vetted succession plan in place.
“This recommendation on the CEO is not an endorsement of his tenure, but a recognition that there is no other CEO candidate at the moment, with transition to a new CEO expected quickly if dissidents are elected,” the report states.
Institutional Shareholder Services also suggested keeping Jim J. Brewer on the SandRidge board because he appears to have the most relevant operating experience as an oil and natural gas industry veteran. He also is the newest member of the current board, having been added in 2011.
Shareholders have until March 15 to decide whether they want to side with SandRidge or TPG-Axon in the proxy fight. They have received cards that will allow them to decide whether to retain or replace the current board.