The departing Heinz Endowments president, Robert Vagt, is doubling down on his oil and gas industry ties and joining Rice Energy, a natural gas production company, as chairman.
Vagt‘s oil and gas ties came under scrutiny last year when we released a report on the Center for Sustainable Shale Development (CSSD), a group hailed in the press as an unlikely partnership between environmental groups and industry. We exposed CSSD as a greenwash, dominated by oil and gas industry insiders — even on the “environmental” side of the equation. The report highlighted the fact that Vagt, at that point the chair of CSSD, is a board member and major shareholder in gas pipeline company Kinder Morgan. His role at Kinder Morgan went unnoted anywhere in the press, on CSSD’s website, or in his Heinz bio. The conflict of interest and Heinz’s involvement in CSSD more generally appears to have led to turmoil at the foundation and Vagt’s resignation as president.
Ironically, Vagt seems to be having disclosure problems yet again. Rice Energy‘s SEC filings disclosing Vagt’s new role with the company omit any mention of his other directorship, at gas pipeline company Kinder Morgan. SEC regulations governing IPO filings appear to require the disclosure of public company directorships of executives, directors, and nominees going back five years (see here, part I, item 11 (k), and here, (e) “Business experience”). Vagt’s bio, on page 115 of the S-1 statement, makes no mention of the Kinder Morgan directorship, a position which he currently holds.
Following Rice Energy’s lead, the Tribune-Review’s article makes no mention of Vagt’s current Kinder Morgan directorship, erroneously reporting that Vagt’s most recent stint in the oil and gas industry ended in 2012, at El Paso Corp. Vagt became a director at the company that acquired El Paso, Kinder Morgan.
Corporate governance expert Nell Minow told PAI that the omission raises questions about quality of disclosure at the company in advance of its IPO:
It is absolutely essential for any public company — and especially a company just going public — to disclose all potential relationships that may present a real or apparent conflict of interest. The failure to disclose the Chairman’s relationship with a company in the same industry raises important questions about the judgement of the company’s directors and potential investors should insist on better disclosures before purchasing any stock.
Companies on the verge of going public clearly need to err on the side of disclosure, and failing to disclose a relationship like Vagt’s Kinder Morgan directorship looks extremely sloppy at best. The two companies are in somewhat different businesses — Rice Energy is in the exploration and production business, and Kinder Morgan is primarily (though not exclusively) a pipeline company. But their businesses are related enough that it seems like poor judgement to withhold this information from investors, especially since the SEC requires the disclosure of outside directorships (regardless of whether they are in related industries).
As the Tribune-Review notes, Rice Energy’s founder has had prior issues with insufficient disclosure and conflicts of interest. In 2012, the Wall Street Journal reported on dual roles held by Daniel J Rice III — founder of Rice Energy, a family oil and gas firm, and energy portfolio manager at BlackRock, the giant asset management firm, in charge of $4.5 billion in investments. After another company, Alpha Natural Resources, entered into a joint venture with Rice Energy, one of Rice’s energy funds at BlackRock upped its stake in Alpha from 2% of its portfolio to 9%. BlackRock clients were never informed of the conflict of interest. Rice left the firm soon after the Wall Street Journal report.
So Vagt, with his own set of high-profile disclosure failures, may actually be a perfect fit for Rice Energy. Undisclosed conflicts of interest are right up the company’s alley. And Rice doesn’t seem to have learned any lessons from the BlackRock scrape; even if it was just a careless error, the failure to tell investors that the chairman-nominee is juggling another directorship in a related industry is a sign that the company is not acting very aggressively to police and disclose potential conflicts of interest.
This can’t be very reassuring to would-be investors.
Rice Energy and its lawyers did not respond to multiple inquiries.