*631 ORDER

This matter comes before the Court on the Motion to Dismiss Plaintiffs’ Amended Consolidated Shareholder Derivative Complaint filed pursuant to Rules 23.1 and 12(b)(6), F.R.Civ.P., by nominal defendant SandRidge Energy, Inc. (“SandRidge”), and defendants Jim J. Brewer, Everett R. Dobson, William A. Gilliland, Daniel W. Jordan, Roy T. Oliver, Jr., and Jeffrey S. Serota. Lead plaintiff Paul Elliot, on behalf of the Paul Elliot IRA R/O (“Elliot”), and plaintiff Lisa Ezell have responded in opposition, and SandRidge and the individual movants have filed a reply. Based upon the allegations in the first amended verified consolidated shareholder derivative complaint (“Amended Complaint”), the Court makes its determination.

The plaintiffs brought this derivative action on behalf of SandRidge1 and in addition to the individual movants, who are or were members of SandRidge’s Board of Directors (“Board” or “Directors”2), during the relevant period,3 the plaintiffs have named as defendants Tom L. Ward (“Ward”), former SandRidge chief executive officer and Board chairman,4 and three entities — WCT Re*632sources, LLC. (“WCT”),5 192 Investments, LLC. (“192 LLC”),6 and TLW Land & Cattle, LP. (“TLW”)7 — that the plaintiffs have labeled “the Ward Entity Defendants.” Doc. 142 at 7, ¶ 7.

In summarizing the movants’ alleged wrongful conduct, the plaintiffs have claimed that these Directors not only, “[i]n violation of their fiduciary duties of oversight and care, ... did nothing to stop,” id. at 9, ¶ 12, Ward’s alleged “self-dealing, breaches of fiduciary duty, and violations of corporate ethics,” id. at 5, ¶ 2, but also, in violation of their fiduciary “duties of loyalty, good faith[ ] ... [and] candor,” id. at 55, ¶ 161,

knowingly or recklessly allow[ed] ... Ward to engage in self-interested and conflicted behavior, by failing to prevent ... [him] from taking ... improper and illegal actions, and by granting wasteful compensation packages to [him] ... and other senior executives.

Id.

Relying extensively on information publicized by a hedge-fund stockholder, collectively referred to as TPG-Axon Group (“TPG-Axon”),8 the plaintiffs have asserted two causes of action against the Directors: “Breach of Fiduciary Duties of Care Pursuant to In re Caremark International, Inc. Derivative Litigation, 698 A.2d 959 (Del.Ch. 1996).” see Doe. 142 at 88, and “Waste of Corporate Assets.” See id. at 90. The mov-ants have challenged the plausibility of the allegations in support of these claims, see Doc. 147 at 29, as well as argued that the lawsuit should be dismissed in its entirety due to the plaintiffs’ failure to adequately plead demand futility.9 Because the plaintiffs’ assertion that demand is excused as to both claims depends in part on whether the Amended Complaint contains sufficient well-pleaded factual allegations to show that the Directors are potentially liable on the plaintiffs’ claims for relief in addition to whether the Directors were incapable of making an impartial decision regarding whether to pursue these claims, the Court has first addressed the Directors’ challenges to the plaintiffs’ two claims and whether, under Rule 12(b)(6), F.R.Civ.P., such causes of action should be dismissed for failure to state claims for relief.10

*633In the second claim for relief, entitled “Breach of Fiduciary Duties of Care11 Pursuant to In re Caremark International, Inc. Derivative Litigation, 698 A.2d 959 (Del.Ch. 1996),” see Doc. 142 at 88, the plaintiffs have alleged

(1) that the Directors owe a duty to San-dRidge and its shareholders “to establish and maintain adequate internal controls to ensure ... [SandRidge] is operated in a prudent and lawful manner[,]” id. at 89, ¶ 286;

(2) that they “utterly failed to implement any reporting or information system or controls; or having implemented such a system or controls, consciously failed to monitor or oversee its operations thus disabling them*634selves from being informed of risks or problems requiring their attention!,]” id.;

(3) that the Directors “knew they were not discharging their fiduciary obligations and/or demonstrated a conscious disregard for their responsibilities and acted in bad faith!,]” id., and “engaged in a sustained and systematic failure to exercise their fiduciary duties!,]” id. ¶287, by inter alia, “failing] to ensure that ... [SandRidge’s] officers and directors, including ... Ward, complied with its [Code of Business Conduct and Ethics ..., Financial Code [of Ethics], and Corporate Governance Guidelines and made adequate and accurate disclosures about ... Ward’s activities to shareholders through SandRidge’s [Securities and Exchange Commission (“SEC”) ] filings!,]” id.; and

(4) that their “disclosures to SandRidge investors concerning ... Ward’s improper related-party transactions were materially misleading[,]” id. ¶ 288, because they “knew of ... Ward’s conduct and knowingly and intentionally and in bad faith failed to disclose that conduct,” id.

In Caremark, the Delaware Court of Chancery addressed the plaintiffs’ charge that the director defendants had breached “their duty of attention or care in connection with the on-going operation of the corporation’s business,” 698 A.2d at 967, and had “violated a duty to be active monitors of corporate performance.” The court recognized that “liability to the corporation for a loss may ... rise from an unconsidered failure of the board to act in circumstances in which due attention would, arguably, have prevented the loss.” id. “Generally where a claim of directorial liability for corporate loss is predicated upon ignorance of liability creating activities within the corporation, ... only a sustained or systematic failure of the board to exercise oversight — such as an utter failure to attempt to assure a reasonable information and reporting system exists— will establish the lack of good faith that is a necessary condition to liability.” Id. at 971.

Thereafter, in Stone ex rel. AmSouth Ban-corporation v. Ritter, 911 A.2d 362 (Del. 2006), the Delaware Supreme Court expounded on and clarified fiduciary liability under Caremark. It found that “the Care-mark standard for so-called ‘oversight’ liability draws heavily upon the concept of director failure to act in good faith.” Id. at 369. Indeed, as the court noted,

[t]he phraseology used in Caremark ... describing the lack of good faith as a “necessary condition to liability” ... is deliberate. The purpose of that formulation is to communicate that a failure to act in good faith is not conduct that results, ipso facto, in the direct imposition of fiduciary liability. The failure to act in good faith may result in liability because the requirement to act in good faith “is a subsidiary element!,]” he., a condition, “of the fundamental duty of loyalty.” It follows that because a showing of bad faith conduct ... is essential to establish director oversight liability, the fiduciary duty violated by that conduct is the duty of loyalty.

Id. at 369-70 (footnotes omitted).

In those instances where the failure to act in good faith is grounded on a claim, as here, that “‘the fiduciary intentionally fails to act in the face of a known duty to act, demonstrating a conscious disregard for his duties,”’ id. at 369 (quotation omitted), the plaintiffs, to establish liability and prevail on a claim of director oversight, must at this stage allege that

(a) the [Directors utterly failed to implement any reporting or information system or controls; or (b) having implemented such a system or controls, consciously failed to monitor or oversee its operations thus disabling themselves from being informed of risks or problems requiring their attention.

Id. at 370 (footnotes omitted)(emphasis in original). “In either case, imposition of liability requires a showing that the [Directors knew that they were not discharging their fiduciary obligations.” Id. (footnote omitted).

The Directors have argued that Elliot and Ezell have failed to make the requisite show*635ing and that they are therefore entitled to dismissal of this claim. They have relied on the plaintiffs’ allegations in the Amended Complaint that establish the existence of an Audit Committee and Nominating and Governance Committee as well as the plaintiffs’ allegations regarding SandRidge’s governing documents12 and have argued that such allegations belie any claim that SandRidge and its Board failed to implement reporting or information systems or controls in discharging their oversight responsibilities. This argument might be meritorious if the plaintiffs were relying solely on the first Caremark predicate: that “the directors utterly failed to implement any reporting or information system or controls.” Id. at 370 (emphasis added).13

For the reasons hereafter stated, the allegations in the Amended Complaint arguably support Caremark’s alternative predicate.14 That is to say, the plaintiffs’ allegations give rise to the inference that the Directors, having implemented corporate reporting and information systems and controls through their various committees and governing documents that should have ensured that Ward’s “participation in outside oil and gas drilling” was restricted to “areas not being pursued by,” Doe. 142-12 at 3, ¶3.1, SandRidge, as required by his 2011 Employment Agreement, and that he did not engage in competitive, conflicted and self-dealing activities in the Mississippian Play, nevertheless consciously disregarded certain “red flags,” as described in the Amended Complaint, that would have put the Directors on notice of Ward’s alleged usurpation of corporate opportunities and arguably, his alleged misappropriation of SandRidge’s confidential and proprietary information, which allowed the Ward Entity Defendants to make acquisition decisions in the Mississippian Play.

The “red flags” or “clear warnings,” to which the plaintiffs have contended the Directors “turned a blind eye,” Doc. 142 at 61, ¶ 185, and that the Directors consciously failed to heed to prevent further alleged wrongdoing,15 are those allegations set forth in the Amended Complaint pertaining to the Ward Entity Defendants and Ward’s control over, and domination of, the same (as the Court has determined in Orders issued this date), the Directors’ approval of transactions involving SandRidge, Ward, WCT, 192 LLC and/or TLW in the Mississippian formation at Board meetings (as reflected in certain SEC filings in 2010, 2011, 2012, see Doe. 142 at 62-63, ¶ 188,16 and memorialized in Audit *636Committee meeting minutes, see id. at 63, ¶ 189, and the Directors’ knowledge of, and participation in, Chechele v. Ward, No. CIV-10-1286-M (W.D.Okla.).17

As stated, “[t]he essence of a Care-mark claim is a breach of the duty of loyalty ... [that] aris[es] from a director’s bad-faith failure to exercise oversight over the company.” Rich ex rel. Fuqi International, Inc. v. Yu Kwai Chong, 66 A.3d 963, 980 (Del.Ch. 2013) (footnote omitted); e.g., Guttman v. Huang, 823 A.2d 492, 506 (Del.Ch. 2003) (Caremark articulates standard for liability for failures of oversight that requires showing that directors breached duty of loyalty by failing to attend to duties in good faith). And acknowledging that “[a] Caremark claim is ‘possibly the most difficult theory in corporation law upon which a plaintiff might hope to win a judgment,’ ” Rich, 66 A.3d at 980 (quotation omitted), the Court, nevertheless finds, upon construing the Amended Complaint in the light most favorable to the plaintiffs,18 that the allegations therein permit the Court to infer that the Directors, by ignoring Ward and the Ward Entity Defendants’ problematic activities in the Mississippian Play and by failing to investigate further the related-party transactions, which “created ... conflicts that were and are inconsistent with ... Ward’s duty of loyalty to SandRidge,” Doc. 142 at 50, ¶ 144, “knew they were not fulfilling their fiduciary duties,” Rich, 66 A.3d at 981 (footnote omitted), “thereby demonstrating a conscious disregard for their responsibilities!.]” id.; e.g., Stone, 911 A.2d at 370 (directors knew they were not discharging fiduciary duties, thereby suggesting conscious decision to take no action in response to red flags of wrongdoing within company). Directors “ ‘cannot act loyally towards the corporation unless [they] ... aet[ ] in the good faith belief that [their] ... actions are in the corporation’s best interest.’ ” Stone, 911 A.2d at 370 (quoting Guttman, 823 *637A.2d at 506 n. 34), and the Court finds under Twombly and Iqbal that Elliot and Ezell have sufficiently advanced well-pleaded factual allegations regarding whether the Directors breached their duty of loyalty by failing to exercise their oversight responsibilities in good faith.

The Directors have also challenged the third cause of action in the Amended Complaint, wherein the plaintiffs have alleged that the Directors’ “conduct constitutes a waste of SandRidge’s assets.” Doe. 142 at 90, ¶292. As Delaware courts recognize, “waste is ‘an extreme test,”’ Official Committee of Unsecured Creditors of Integrated Health Services, Inc. v. Elkins, 2004 WL 1949290 *17 (Del.Ch. 2004) (quotation omitted), and “is a standard rarely satisfied____” Id.; e.g., TVI Corporation v. Gallagher, 2013 WL 5809271 *17 (Del.Ch. 2013) (recognizing “standard for corporate waste as onerous, stringent, extremely high, and very rarely satisfied”). In an attempt to meet the necessary pleading standard in light of Twombly and Iqbal, the plaintiffs have complained about the Directors’ approval of “extravagant and wasteful compensation to ... Ward and other senior executives,” Doc. 142 at 90, ¶ 292, their grant to Ward of “significant wasteful perquisites at ... [SandRidge’s] expense[,]” id., then’ “funnel[ing of] millions of dollars out of ... [SandRidge] for ... Ward’s [and the Ward Entity Defendants’] benefit,” id., and their decision in December 2011 to amend Ward’s 2006 Employment Agreement, see Docs. 154-4, 142-12, to “allow ... Ward to engage in outside oil and gas business in areas not being pursued by ... [SandRidge].’ ” Doe. 142 at 50, ¶ 145.

Although the plaintiffs have contended that the Directors’ “exehange[ ] [of] corporate assets for consideration so disproportionately small ... was [in each instance] an exchange that was so one-sided that no business person of ordinary, sound judgment could conclude that SandRidge received adequate consideration,” id. at 90-91, ¶ 293, the Directors have nevertheless argued that dismissal of this claim for relief and its various supporting theories is warranted because the plaintiffs have failed to allege that San-dRidge either “ ‘received no consideration [for each exchange of corporate assets], or that ... [each] transfer of ... assets served no corporate purpose.’ ” Doc. 147 at 29 (quotation omitted). Case law requires the Court, “[i]n evaluating ... [the plaintiffs’] waste claim, ... [to] look to the exchange [or transfer] itself,” Elkins *17 (emphasis deleted), and determine whether the exchange or transfer “was so egregious or irrational that it could not have been based on a valid assessment of the corporation's best interests.” White v. Panic, 783 A2d 543, 554 n. 36 (Del. 2001) (citations omitted). Thus, to establish that the Directors are guilty of corporate waste because they squandered corporate assets at this stage, the plaintiffs must plead facts showing “an exchange that is so one sided that no business person of ordinary, sound judgment could conclude that ... [SandRidge] has received adequate consideration.” Glazer v. Zapata Corporation, 658 A.2d 176,183 (Del.Ch. 1993).

In support of their first theory — “extravagant and wasteful compensation,” the plaintiffs have averred

(1) that Board had established a “Compensation Committee”19 (“Committee”), the members of which were charged with the responsibility “to ‘review, evaluate and approve the agreements, plans, policies and *638programs ... to compensate the ... officers and directors’ and to ‘review, modify (if necessary) and approve corporate goals and objectives relevant to the compensation of [San-dRidge’s] ... [e]hief [executive [o]fficer ... [,]’ ” Doc. 142 at 45, ¶ 127;

(2) that the Board had drafted a Committee charter that outlined the responsibilities and duties of the Committee and made “clear that the [C]ommittee ‘should consider [San-dRidge’s] performance and relative stockholder return’ in setting compensation[,]” id.;

(3) that “[i]n blatant disregard of th[is] charter ... and their fiduciary duties to San-dRidge and its shareholders, the Director^] ... have continuously approved egregious, expensive, and wasteful compensation for ... Ward and other senior SandRidge executives[,]” id. ¶ 128;

(4) that “Ward’s compensation cannot be justified by SandRidge’s stock performance, and in fact, his compensation is shocking relative to ... [SandRidge’s] size ...,” id. ¶ 129;

(5) that “[o]ver the past five years, despite its stock price declining 80%, [SandRidge] ... has paid ... Ward more than $150 million in compensation, representing 6% of [SandRidge’s] ... total current market capitalization,” Id. (emphasis deleted);

(6) that “[i]n 2012, ... Ward’s total compensation was $20.8 million, while SandRidge stock declined 22%[,]” id. ¶ 130;

(7) that “[i]n 2011, the Director[s] ... approved compensation of more than $25 million for ... Ward, which represented half of [SandRidge’s] ... earnings for 2011,” id. at 45-46, ¶ 130, and which made Ward one of “the highest-paid energy executives in 2011, even though [SandRidge’s] ... revenue of $1.4 billion placed it in the bottom half of publicly traded exploration and production companies[,]” id. at 46, ¶ 130;

(8) that Ward’s 2011 compensation “was an increase of approximately 16% over his 2010 compensation[,]” id., which totaled “$21.76 million ..., an increase of ... 58% over his 2009 compensation, while [San-dRidge’s] ... share price declined 26%[,]” id.;

(9) that “[i]n contrast, firms that SandRidge considered ‘peer’ companies20 during the [Relevant [p]eriod21 — whose stock price per share increased during that time — nevertheless paid their [chief executive officers] significantly less than SandRidge paid ... Ward[,]” id. ¶ 131 (emphasis deleted);

(10) that such “peer” companies include Forest Oil Corporation], the chief executive officer of which “received $4.2 million in 2010 while its stock price increased 73% that year[,]” id. Newfield Exploration Company, which awarded its chief executive officer “$5.2 million in compensation,” id., while its “stock increased 50%,” id., and Pioneer Natural Resources Company, which paid its chief executive officer “$8.6 million in compensation,” id. (footnote omitted), which its “stock increased 81%,” id.;22 and

(11) that “Ward has been one of the highest compensated [chief executive officers] in *639the country while at SandRidge, as well as one of the highest paid energy [chief executive officers,]” id. ¶ 132, even though San-dRidge “[d]uring the same period ... ranked among the worst in the country for losing shareholder value as reflected in the decline in the price per share of SandRidge’s common stock and return on investment compared to its peers.” Id.

Eliot and Ezell have further alleged in connection with their claim that the Directors “approved exorbitant compensation,” id. at 69, ¶ 207, for Ward,

(1) that “[a]mong SandRidge’s competitors, not a single [chief executive officer] received compensation even close to that of ... Ward in 2010[,]” id. at 47, ¶ 133, and that “[a] review of [chief executive officer] compensation at oil and gas companies far larger than SandRidge shows that ... Ward’s compensation was near the highest of any company in the industry,” i d. as evidenced by the following examples of compensation paid to the following chief executive officers: William Klesse, Valero Energy Corporation, $11.1 million, L.L. Elsenhaus, Sunoco Logistics Partners, $11.7 million, J.S. Watson, Chevron Corporation, $16.3 million, J.J. Mul-va, Conoco Philips, $17.9 million, John Hess, Hess Corporation, $18.2 million, and R.W. Tillerson, Exxon Mobil Corporation (the market capitalization of which in 2010 was alleged to be over 120 times greater than SandRidge’s), $28.9 million, see id.;

(2) that SandRidge’s other senior executive officers likewise received “excessive, expensive and wasteful compensation packages ... despite ... [SandRidge’s] poor performance,” id. ¶ 134, as demonstrated by the following:

(a) Matthew K. Grubb, SandRidge’s former president and chief operating officer,23 received an aggregate of $16.6 million in compensation for 2010, 2011 and 2012, including $2.6 million in salary and $2.7 million in cash bonuses, see id.:

(b) James D. Bennett, as chief financial officer, received a total of over $11 million in compensation for 2011 and 2012, including $1.4 million in salary and over $1.4 million in cash bonuses, see id.:

(c) Todd N. Tipton, former executive vice president of exploration,24 received total compensation of $5.5 million for 2010, 2011 and 2012, including $1.3 million in salary and $1.2 million in cash bonuses, see id.:

(d) Rodney E. Johnson, former executive vice president of reservoir engineering,25 received total compensation of $5.4 million for 2010, 2011 and 2012, including $1.3 million in salary and $1.3 million in cash bonuses, see id. at 47-48, ¶ 134;26 and

(3) that these senior executives were also awarded, as part of their compensation pack*640ages, “shares of SandRidge stock, which they then sold at a profit[:] Grubb sold 276,778 shares of SandRidge stock for net proceeds of approximately $1.7 million; Bennett sold 150,968 shares of SandRidge stock for net proceeds of approximately $900,000; Tipton sold 223,448 shares of SandRidge stock for net proceeds of approximately $1.6 million; and Johnson sold 174,369 shares of San-dRidge stock for net proceeds of approximately $816,000.” Id. at 48, ¶ 135.

In support of their second theory — “significant wasteful perquisites,”27 the plaintiffs have complained not only about SandRidge’s payment of “almost $1 million per year to provide personal accounting services to ... Ward[,]” id. ¶ 136, but also about the Board’s decision to provide “unlimited personal usage,” id., of SandRidge’s four jets28 to Ward, which resulted in “dozens of personal flights to Scottsdale, where ... Ward has a vacation home[ ], and numerous weekend trips to locales such as Las Vegas, Los Angeles, and the Bahamas.” Id.

Finally, in support of their third and fourth theories of waste — the “funnelling of] millions of dollars out of ... [SandRidge] for ... Ward’s [and the Ward Entity Defendants’] benefit,” id. at 90, ¶ 292, Elliot and Ezell have alleged that the Directors permitted Ward, through the Ward Entity Defendants, to “divert[] millions of dollars from SandRidge,” id. at 49, ¶ 140, and to “eom-pete[ ] with SandRidge and wrongfully [take] *641corporate opportunities from SandRidge,” id. ¶ 139, as evidenced by the following:

(1) SandRidge’s payment of $9.5 million to the Ward Entity Defendants, see id. ¶ 141; see, e.g., id. at 62-63, ¶ 188,29 in addition to the “millions of dollars in related-party transactions [that] have not been quantified and were not disclosed to investors until TPG-Axon launched its proxy contest,” id.; and

(2) the Board’s amendment in 2001 of Ward’s 2006 Employment Agreement, which amendment permitted Ward, as stated, “to engage in outside oil and gas businesses so long as the business was ‘in areas not being pursued by [SandRidge] ...,’” id. at 50, ¶ 143, because the amendment did not benefit SandRidge and these competitive businesses were contrary to SandRidge’s best interests.

“[T]he doctrine of waste is a residual protection for stockholders that polices the outer boundaries of the broad field of discretion afforded directors,” Seinfeld v. Slager, 2012 WL 2501105 *3 (Del.Ch. 2012), and “[a]s such, a plaintiff faces an uphill battle in bringing a waste claim.” Id. If the corporation has received “any substantial consideration,” Brehm, 746 A.2d 244, 263 (Del. 2000) (emphasis deleted), and if a board has made “a good faith judgment that in the circumstances the transaction is worthwhile,” id. (emphasis deleted), “ ‘a finding of waste is inappropriate, even if hindsight proves that the transaction may have been ill-advised.’ ” Seinfeld *3 (quotation omitted). Moreover, “when dealing with a board’s decision on executive compensation, its substantive decision is entitled to great deference.” Elkins *17; e.g., Brehm, 746 A.2d at 263.

Mindful of such deference given to a board’s executive compensation transaction or its determination that particular individual warrants a large amount of money and particular perquisites or that certain transactions are worthwhile, the Court, upon consideration of the allegations in the Amended Complaint as viewed in a light most favorable to the plaintiffs,30 finds that Eliot and Ezell at this stage of the proceedings have sufficiently averred that the Directors may have committed corporate waste by excessively compensating Ward and other senior executives (as compared to executives of “peer” companies and to SandRidge’s performance) and by paying Ward and/or by approving transactions with the Ward Entity Defendants, when Ward and these entities were allegedly engaged in competitive and conflicting activities, all at a time when San-dRidge stock was declining. As the Delaware Supreme Court has noted, “[t]he payment of a contractually obligated amount cannot constitute waste, unless the contractual obligation is itself wasteful,” In re Walt Disney Co. Derivative Litigation, 906 A2d 27, 74 (Del. 2006), and in this ease, based upon the disparity between the compensation received by Ward and other SandRidge executive officers and the compensation received by executive officers of peer companies and in light of Ward and the Ward Entity Defendants’ activities in the Mississippian formation, the plaintiffs’ allegations permit the Court to infer that the contractual obligations described in the Amended Complaint constitute an excessive percentage of San-dRidge revenues during the relevant period and could be characterized as serving no corporate purpose. These findings are without prejudice to further examination should the evidence eventually establish a rational basis for the Directors’ conclusion that the amount of compensation paid and the perquisites granted to these individuals31 or the Directors’ decision that approval of the transactions described herein was appropriate and benefitted SandRidge.32

Having determined in this Order that the plaintiffs have stated grounds for relief *642against the Directors that are plausible under Rule 12(b)(6), supra, and having determined in Orders issued this date that claims remain against Ward, WCT, 192 LLC and TLW, the Court must determine whether the plaintiffs’ contentions that “a pre-suit demand on SandRidge’s [B]oard to bring this action ... would have been a futile and useless act,” Doc. 142 at 58, ¶ 171, and that demand is therefore “excused as to each of the Directors] ...,” id. at 8, ¶ 10, are correct.

Through their derivative claims, Elliot and Ezell have sought to stand in SandRidge’s shoes, without its approval, and assert their instant claims for relief. “It is only proper for them to do so if there is a sufficient reason to believe that [SandRidge’s] ... Board is ‘incapable of making an impartial decision regarding the pursuit of the litigation.’ ” In re Ebix, Inc. Stockholder Litigation, 2014 WL 3696655 *19 (Del.Ch. 2014) (quoting Wood v. Baum, 953 A.2d 136, 140 (Del. 2008)). Thus, shareholders like Elliot and Ezell may “bring a derivative action [such as the case-at-bar] to enforce a right that the corporation ... may properly assert but has failed to enforce,” Rule 23.1(a), F.R.Civ.P., but to do so, the shareholder in any verified pleading he or she files must, inter alia,

state with particularity;

(A) any effort by the [shareholder] ... to obtain the desired action from the directors ...; and

(B) the reasons for not obtaining the action or not making the effort.

Rule 23.1(b)(3)(A)-(B), supra.

In this connection, while Rule 23.1 “provides the procedural vehicle for addressing the adequacy of [the] ... plaintiffs’] pleadings, ‘[t]he substantive requirements of demand are a matter of state law.’ ” Freedman v. Redstone, 753 F.3d 416, 424 (3d Cir. 2014) (quotation omitted). The law of Delaware— the state of SandRidge’s incorporation— therefore governs the issue of demand futility, e.g., Kamen v. Kemper Financial Services, Inc., 500 U.S. 90, 108-09, 111 S.Ct. 1711, 114 L.Ed.2d 152 (1991), and that law recognizes that the demand futility standard that the Court must apply “embodies one of the fundamental principles of Delaware corporate law: ‘[t]he business and affairs’ of the corporation — including the decision about whether to file a lawsuit — is ‘managed by or under the direction of a board of directors.’ ” In re Ebix *19 (footnote omitted).

“The two demand futility tests ... — as outlined by the [Delaware] Supreme Court in Aronson v. Lewis,[473 A2d 805 (Del. 1984), overruled in part on other grounds by Brehm v. Eisner, 746 A.2d 244 (Del. 2000),] and Rales v. Blasband [, 634 A.2d 927 (Del. 1993),] — represent the framework in which the Court must determine whether the [plaintiffs may maintain their derivative claims.” In re Ebix *19. The Court must conduct its demand futility analysis “ ‘on a claim-by-claim basis.’ ” Id. *20 (footnote omitted). The fact that demand may be futile as to one claim does not automatically render it futile as to another claim. E.g., MCG Capital Corp. v. Maginn, 2010 WL 1782271 *18 (Del.Ch. 2010). The Court must also conduct its demand futility analysis on a “ ‘director-by-director,’ ” In re Ebix *20 (quotation omitted), basis; accordingly, the Court must first ascertain those individuals who were Sand Ridge Board members when the plaintiffs’ claims were first asserted33 and upon whom demand, if necessary, should have been made.

*643The parties have agreed that five of those individuals are Brewer, Gilliland, Oliver, Se-rota and Dobson. The parties have further agreed that the Board also included for purposes of the Court’s analysis the four individuals who were appointed directors pursuant to the settlement on March 13, 2013,34 of TPG-Axon’s35 2012 solicitation of consents from SandRidge stockholders and the pending proxy contest at SandRidge’s 2013 Annual Meeting: Stephen C. Beasley, Edward W. Moneypenny, Alan J, Weber and Dan A, Westbrook (collectively “TPG-Axon Directors”). See Doe. 142-29 at 2.

Finally, the parties have agreed that the tenth member of the Board is nonparty James D. Bennett, SandRidge’s current chief executive officer, who became a director in August 2013. See Doe. 142 at 82-83, ¶ 267.36 The defendants’ challenge under Rule 23.1 requires the Court to examine the plaintiffs’ allegations as to each of these ten individuals and decide whether demand would have been futile as to five37 of them. Having determined, for the reasons set forth herein, that demand would have been futile as to Brewer, Dobson, Serota, Oliver and Gilliland on both claims being asserted in this lawsuit, the Court finds that it need not consider the parties’ arguments and authorities in connection with Beasley, Moneypenny, Weber, Westbrook and Bennett.

As stated, the Delaware Supreme Court has recognized two demand futility tests. E.g., Wood, 953 A.2d at 140.

The Aronson test applies to claims involving a contested transaction i.e., where it is alleged that the directors made a conscious business decision in breach of their fiduciary duties. That test requires that the plaintiff allege particularized facts creating a reason to doubt that “(1) the directors are disinterested and independent [or that] (2) the challenged transaction was otherwise the product of a valid exercise of business judgment____ The second (Ra-les) test applies where the subject of a derivative suit is not a business decision of the Board but rather a violation of the Board’s oversight duties. The Rales test requires that the plaintiff allege particularized facts establishing a reason to doubt that “the board of directors could have properly exercised its independent and disinterested business judgment in responding to a demand.”

Id. (footnotes omitted).38

Under Aronson, which the parties have addressed in connection with the plaintiffs’ *644waste claim, and in accord with Rule 23.1(b)(3), eonclusory statements of demand futility are not sufficient; rather, as stated, a plaintiff must plead with particularity facts that show either (1) a majority of the directors are not disinterested or independent39 or (2) the transactions which the plaintiffs have challenged were not a valid exercise of business judgment. E.g., Aronson, 473 A.2d at 814.40

Accordingly, to meet Aronson’s first prong. Eliot and Ezell must demonstrate through particularized allegations that Brewer, Dobson, Serota, Oliver and Gilliland are interested or not independent,41 and thus, would be unable to impartially “determine whether [the plaintiffs’] charges of wrongdoing [as to their waste claim] should be investigated and if substantiated, become the subject of legal action.” Rales, 634 A.2d at 936.

Because “directors are entitled to a presumption that they [are] ... faithful to their fiduciary duties,” Beam ex rel. Martha Stewart Living Omnimedia, Inc. v. Stewart, 845 A.2d 1040, 1048 (Del. 2004) (emphasis deleted)(footnote omitted), the plaintiffs are obligated at this stage of the litigation “to plead particularized facts that create a reasonable doubt sufficient to rebut the presumption that [these five Directors were] independent of [Ward]----Id. at 1050. “A director lacks independence if he ... is ‘beholden’ to another’s interest such that his ... business judgment ‘would be sterilized’____” In re Ebix *20 (footnote omitted); e.g., Rales, 634 A.2d at 936 (plaintiff must show that directors are so “beholden” or so under another’s influence that them discretion would be sterilized); Ar-onson, 473 A.2d at 816 (independence means that director’s decision is based on merits of subject before the board rather than extraneous considerations or influences). The Court has therefore examined the allegations asserted as to each of the relevant Board members and evaluated each member’s independence in light of the plaintiffs’ waste claim, which the Court has determined, as stated herein, sets forth a plausible claim for relief.

The plaintiffs have first contended that the independence of Oliver, Gilliland, Dobson, and Serota is impaired because they are “beholden to, and financially dependent on,” Doc. 142 at 73, ¶ 227; e.g., id. at 76, ¶ 239; id. at 78, ¶ 247; id. at 79, ¶ 252, and/or “dominated and controlled by,” id. at 76, ¶ 239; e.g., id. at 68, ¶ 205, Ward. To show that Ward’s actions compromised the Directors’ ability to exercise independent judgment, the plaintiffs have relied on the fact that Ward “hand-selected” Oliver and Gilli-land in 2006, see id. at 72, ¶ 224; e.g., id. at 78, ¶ 247, and Serota in 2007, see id. at 79, ¶ 252, to serve as Directors.

While influence can occur when a director is dominated or controlled, as Delaware courts have recognized,

*645it is not enough to charge that a director was nominated by or elected at the behest of those controlling the outcome of a corporate election. That is the usual way a person becomes a corporate director. It is the care, attention and sense of individual responsibility to the performance of one’s duties, not the method of election, that generally touches on independence.

Aronson, 473 A.2d at 816. Moreover, “in the demand-futile context a plaintiff charging domination and control of one or more directors must allege particularized facts manifesting ‘a direction of corporate conduct in such a way as to comport with the wishes or interests of the corporation (or persons) doing the controlling.’ ” Id. (quotation omitted). “The shorthand shibboleth of ‘dominated and controlled directors’ is insufficient,” id., and while a plaintiff “need not plead evidence,” id., he or she must “allege specific facts,” id., that show or from which the Court may infer a lack of independence.

Accordingly, the Court has also considered the plaintiffs’ allegations concerning the Directors’ compensation and the plaintiffs’ charge that “[t]he economic benefits conferred on the Direetor[s] ... are so substantial that they are not able to impartially consider whether to bring the claims alleged in th[e] [A]mended [C]omplaint.” Doc. 142 at 69, ¶ 209. In this connection, the plaintiffs have claimed that Ward, as “holder of a substantial percentage of SandRidge’s outstanding common stock ..., controlled and dominated SandRidge’s [BJoard,”42 id. at 68, ¶ 205, and “conferred great wealth upon ... Oliver, ..., Gilliland, Serota, Dobson, and Brewer, who, like Ward, treated SandRidge like their own personal piggybank.” Id.; e.g., id. at 69, ¶ 206 (through fees for service on Board, Ward transferred tens of millions of dollars of shareholder money to Directors).

The plaintiffs have alleged as Directors,43

(1) Dobson earned $118,753.00 in 2009, including a cash payment of $50,000.00, $400,006.00 in 2010, including a cash payment of $125,000.00, $375,000.00 in 2011, including a cash payment of $100,000.00, and $387,503.00 in 2012, including a cash payment of $112,500.00, see id. at 76-77, ¶ 242;

(2) Gilliland earned $92,385.00 in 2006, including a cash payment of $78,000.00, $129,215.00 in 2007, including a cash payment of $100,000.00, $189,877.00 in 2008, including a cash payment of $125,000.00, $300,006.00 in 2009, including a cash payment of $62,500.00, $400,006.00 in 2010, including a cash payment of $125,000.00, $375,000.00 in 2011, including a cash payment of $100,000.00, and $387,503.00 in 2012, including a cash payment of $112,500.00, see id. at 78, ¶ 250;

(3) Oliver earned $64,385.00 in 2006, including a cash payment of $50,000.00, $129,215.00 in 2007, including a cash payment of $100,000.00, $189,877.00 in 2008, including a cash payment of $125,000.00, $300,006.00 in 2009, including a cash payment of $62,500.00, $400,006.00 in 2010, including a cash payment of $125,000.00, $375,000.00 in 2011, including a cash payment of $100,000.00, and $387,503.00 in 2012, including a cash payment of $112,500.00, see id. at 73-74, ¶ 228;

*646(4) Serota earned $87,500.00 in cash for 2007, $160,308.00 in 2008, including a cash payment of $125,000.00, $300,006.00 in 2009, including a cash payment of $37,500.00, $362,506.00 in 2010, including a cash payment of $87,500.00, $375,000.00 in 2011, including a cash payment of $100,000.00, and $362,000.00 in 2012, including a cash payment of $87,500.00, see id. at 79, ¶ 225; and

(5) Brewer earned $297,937.00 in 2011 and $387,503 in 2012, including a cash payment of $112,500.00. See id. at 80-81, ¶260.

The mere recitation in the Amended Complaint of the Directors’ compensation is not enough for purposes of pleading demand futility. Absent well-pleaded particular facts in the Amended Complaint that a Director’s receipt of fees so tainted his decision-making or the amount received is so unusual in degree or in kind as compared by directors of other comparable-sized corporations44 that it creates a reasonable doubt about his independence, the Court finds these Directors’ receipt of fees, albeit “substantial remuneration” Jacobs v. Yang, 2004 WL 1728521 *4 (Del.Ch. 2004), offd 867 A.2d 902 (Del. 2005), or even “lucrative compensation,” id., in return for their services as Board members is not enough to undermine the presumption that these Directors are independent. E.g., In re Infousa, Inc., 2007 WL 3325921 (Del. Ch. 2007).

However, because “[a] variety of motivations ... may influence the demand futility inquiry.” Beam, 845 A.2d at 1050, including “personal or other relationships.” Aronson, 473 A.2d at 815 (citation omitted), the Court has also considered the business relationships and financial ties among and between Ward, SandRidge and these five Directors.

The plaintiffs have alleged that immediately prior to Gilliland’s selection as a Board member in January 2006, SandRidge in December 2005 “acquired interests in PetroSource, certain acreage in the Piceance Basin and projects in Missouri and Nevada from Gilleo Energy, L.P., an entity controlled by ... Gilliland, for approximately $21.1 million in SandRidge common stock.” Doe. 142 at 78, ¶ 247. Immediately after Gilliland’s selection, SandRidge further “acquired an office building in Midland, Texas, from a partnership affiliated with ... Gilliland for $950,000.” Id. ¶ 249.45

As to Oliver, the plaintiffs have alleged in the Amended Complaint that immediately following Oliver’s selection as a Director in July 2006, SandRidge in September 2006, entered into a lease with Oliver. See id. at 72, ¶ 224. According to the plaintiffs, “[t]he lease extended to August 2009 with annual rental payments of $1.1 million in 2007, $1.4 million in 2008 and $565,000 million in 2009.” Id.46

The plaintiffs have further contended that Buffalo Creek Minerals, L.L.C. (“Buffalo *647Creek Minerals”) is an entity in which Oliver maintains an ownership interest, see id. at 74, ¶ 230, and that “Buffalo Creek Minerals is a royalty interest owner in wells that San-dRidge operates in northwest Oklahoma[, which was paid by SandRidge in 2012 the sum of] ... $398,907 ... related to its royalty interests.” Id.

Finally, the plaintiffs have asserted that Oliver has an ownership interest in Leadership Square at 211 North Robinson Avenue, in Oklahoma City, Oklahoma, which is the building that Oklahoma City Thunder (“Thunder”) and Professional Basketball Club LLC (“PBC”), in which Ward and Dob-son have an ownership interest, lease office space. See id. at 75, ¶ 235.47

This business relationship between Ward and Dobson, on which the plaintiffs have relied, concerns their co-investment in the Thunder,48 a National Basketball Association team. The plaintiffs have alleged that “San-dRidge entered into a[] [five-year] agreement related to the sponsorship of the team in September 2008[,] [u]nder [which] ... SandRidge paid approximately $16.4 million for advertising and promotional activi-ties____” Id. at 76, ¶ 240; e.g., Doc. 147-6 at 35. In October 2009, SandRidge is alleged to have “entered into a[ ] [four-year] agreement to license a suite at the arena where the Thunder plays its home games[,] ... [under which] SandRidge agreed to pay an annual license fee in return for access to the suite during Thunder games and for other events held at the arena.” Doe. 142 at 76, ¶ 241; Doc. 147-6 at 35.49

The plaintiffs have further relied on Dob-son’s ownership of Dobson Ranch LLC, which “owns oil and gas property in Beck-ham County, Oklahoma in which ... WCT ... and SandRidge have had an ownership interest____” Id. at 77, ¶ 243.

As to Serota, the plaintiffs have alleged only that he is a senior partner of Ares Management, LLC, and a director of, and senior advisor to, EXCO Resources, Inc. (“EXCO”). The former entity “in May 2008 sold 2.5 million shares of SandRidge common stock for gross proceeds of $135 million,” id. at 79, ¶ 253, but continues to hold, as of June 30, 2013, 2.5 million shares of SandRidge common stock. See id. ¶254. The latter entity, EXCO, “purports to be an oil and natural gas company engaged in the exploration, exploitation, development and production of onshore U.S. oil and natural gas properties-including principal operations in the Permian Basin in West Texas,” id. at 80, ¶ 257, an area, in which, “in addition to the Mississippian [Play] and other regions, San-dRidge focuses its exploration and production activities____” Id. ¶ 258.

While professional relationships among Board members may under certain circumstances impede independent decisionmaking, “[allegations of ... a mere outside business relationship ... are insufficient to raise a *648reasonable doubt about a director’s independence.” Beam, 845 A.2d at 1050 (footnote omitted).50 Absent particular facts that the foregoing businesses conducted by, or the transactions engaged in, by the Directors and/or companies with which they were affiliated compromised a particular Director’s independent discretion, the foregoing ties are not, in the Court’s opinion, “of a bias-producing nature.” Id. Rather, to show a lack of independence, the plaintiffs were required to advance well-pleaded factual allegations that established that the benefits derived from these businesses or transactions were of “sufficiently material importance, in the context of [a particular] ... [Director’s economic circumstances, as to have made it improbable that th[at] [Director could perform [his] ... fiduciary duties ... without being influenced ....” In re General Motors Class H Shareholders Litigation, 734 A.2d 611, 617 (Del. Ch. 1999) (citation omitted).

Upon review of the allegations in the Amended Complaint in their totality and in light of the fact that Ward no longer is chief executive officer, the Court cannot find that these five Directors “are under an influence which [so] sterilizes their discretion,” Aronson, 473 A.2d at 814, that they “cannot be considered proper persons to conduct litigation on behalf of ... [SandRidge].” Id. Accordingly, the plaintiffs’ allegations are insufficient to raise a reasonable doubt about whether these Directors would be sufficiently independent in making a decision with regard to the plaintiffs’ waste claim.

As stated, Aronson’s first prong is disjunctive; 51 accordingly, inquiry into whether these Directors are sufficiently disinterested to pursue this claim is required. In this connection, the plaintiffs have alleged that demand is excused because there is a reasonable doubt about the Board’s disinterestedness, namely, that their ability to act impartially on a demand has been compromised because these five Directors face a substantial threat of personal liability.52

“While a director has an interest, in some sense, in any decision that involves approving a derivative suit that names the director as a defendant, normally the threat of personal liability against a director is not enough, standing alone, to challenge the interestedness of a director.” Kahn v. Portnoy, 2008 WL 5197164 *9 (Del.Ch. 2008) (footnote omitted); e.g., Aronson, 473 A.2d at 815 (mere threat of personal liability for approving questioned transaction, standing alone, insufficient to challenge directors’ disinterestedness). That is to say, “[d]emand is not excused simply by naming the[se] [Directors as defendants in th[is] suit or alleging that they participated in the challenged transaction.” MCG Capital *18 (footnote omitted).

A director may, however, be deemed interested “if the challenged transaction is so egregious on its face that it gives rise to a ‘substantial likelihood’ of personal liability for the director.” Kahn *9 (footnote omitted). *649Accordingly, the Amended Complaint must contain “facts sufficient to show that [these Directors’] approval of the [challenged] transaetion[s] was ‘so egregious on its face that ... a substantial likelihood of director liability exists.’ ” MCG Capital *18 (footnote omitted). “[S]howing a substantial threat of personal liability does not require [the] ... plaintifff[s] ‘to demonstrate a reasonable probability of success on the[ir] claim,’” In re China Automotive Systems Inc. Derivative Litigation, 2013 WL 4672059 *6 (Del.Ch. 2013) (footnote omitted); rather, the plaintiffs “need only ‘make a threshold showing, through the allegation of particularized facts, that then- claim[ ] ha[s] some merit.’ ” In re China Agritech, Inc. Shareholder Derivative Litigation, 2013 WL 2181514 *16 (Del.Ch. 2013)(quotation omitted).

The plaintiffs have shown that Oliver, Serota, Dobson, Gilliland and Brewer are exposed to a substantial threat of personal liability because of their decisions with regard to executive compensation as well as their decisions that resulted in “the “funnel[ing of] millions of dollars out of ... [SandRidge] for ... Ward’s [and the Ward Entity Defendants’] benefit,” Doe. 142 at 90, ¶ 292, and have further shown that these Directors allegedly permitted Ward, through the Ward Entity Defendants, to “divert[ ] millions of dollars from SandRidge,” id. at 49, ¶ 140, and to “compete[ ] with SandRidge and wrongfully [take] corporate opportunities from SandRidge,” id. ¶ 139, the Court finds demand is excused as to the plaintiffs’ waste claim.

Because the parties have also addressed Aronson’s second prong in connection with the plaintiffs’ waste claim, the Court has considered the same. Under this prong, which “focuses on the substantive nature of the challenged transaction[s] and the [instant] [Directors’ approval thereof,” Rattner v. Bidzos, 2003 WL 22284323 *8 (Del.Ch. 2003) (footnote omitted), “demand will be excused if the plaintiff[s have] create[d] a reasonable doubt that the challenged transaction^] ... [were] a product of the Board’s valid exercise of its business judgment.” Pfeiffer v. Leedle, 2013 WL 5988416 *4 (Del. Ch. 2013). To rebut the business judgment rule, the plaintiffs must “plead[ ] particularized facts that raise a doubt that the Board’s action was taken on an informed basis or that the action was taken honestly and in good faith.” Id. (footnote omitted).

The business judgment rule “states that courts will not disturb the business decision of a corporate board when that decision is made on an informed basis, in good faith, and in the honest belief that the action was taken in the best interests of the corporation. Conspicuously absent from the business judgment rule’s requirements is the need for corporate directors actually to make the ‘correct’ decision.” Id. *5 (footnotes omitted). In most'instances, “ ‘the judgment of a properly functioning board will not be second-guessed and [a]bsent an abuse of discretion, that judgment will be respected by the courts.’ ” Id. (footnote omitted).

The business judgment rule will be rebutted, however, and demand excused, where a plaintiff has shown that the Directors were not sufficiently disinterested. See Ross Holding and Management Co. v. Advance Realty Group, LLC, 2014 WL 4374261 *15 (Del.Ch. 2014); Aronson, 473 A.2d at 815 (if challenged transaction is an “interested” director transaction, business judgment rule is inapplicable and inquiry ceases).53 Because Elliot and Ezell have asserted a plausible waste claim based on one or more theories and have further shown that a reasonable doubt exists about the Directors’ interest in avoiding personal liability on this claim, the Court again finds that these five Directors would be disqualified *650from impartially considering Elliot and Ezell’s demand as to this claim.

As case law instructs, the Court must also conduct a separate demand futility analysis as to the plaintiffs’ Caremark oversight claim, which, as stated, “premises liability on a showing that the [D]ireetors were conscious of the fact that they were not doing their jobs.” Guttman, 823 A.2d at 506. A different test applies to this claim, namely, the test articulated in Rales,54 which requires the Court to “determine whether or not the particularized factual allegations of [the Amended] ... [C]omplaint create a reasonable doubt that, as of the time the [Amended] [C]omplaint [was] ... filed, the ... [Directors could have properly exercised [their] independent and disinterested55 business judgment in responding to a demand. If ... [Elliot and Ezell] satisf[y] this burden, then demand will be excused as futile.” Rales, 634 A.2d at 934.

As stated, the allegations in the Amended Complaint are sufficient to state a plausible oversight claim against Dobson, Gilliland, Oliver, Serota and Brewer because they ignored obvious signs of Ward’s alleged wrongdoing, and the Court now finds that such allegations further create a reasonable doubt that these five Directors would be sufficiently disinterested56 in that claim because they face a substantial threat of liability for their breach of fiduciary duty.57 Accordingly, demand as to the plaintiffs’ oversight claim is excused. Kg., Guttman, 823 A.2d at 503 (key inquiry in Rales analysis is whether plaintiffs have pled facts that show that directors face sufficiently substantial threat of personal liability to compromise their ability to act impartially on demand).58

Finally, the Court has considered the plaintiffs’ allegations in the Amended Complaint that demand is excused because the Directors “face a substantial risk of personal liability,” Doc. 142 at 63, ¶ 190, for their “blatant attempt to entrench themselves in response to TPG-Axon’s proxy contest----” Id. at 82, ¶ 264.59 This conelusory statement is grounded on the following allegations;

*651(1) in November 2012, TPG-Axon challenged Ward’s leadership and the Board’s control and “informed the Director[s] ... that it intended to conduct a consent solicitation seeking shareholder support for three proposals: (i) to amend SandRidge’s bylaws to de-stagger the [B]oard ...; (ii) to remove all of the Directors] ... for cause; and (iii) to replace the Directors] ... with a slate of TPG-Axon nominees!,]”60 Doe. 142 at 63, ¶ 190;

(2) in response, the Directors61 “made it harder for shareholders to take action by written consent, amended ... [SandRidge’s] bylaws to require an affirmative vote of over 50% of stockholders to amend any part of the bylaws concerning the election of directors, and launched a campaign opposing TPG-Axon’s consent solicitation and urging San-dRidge shareholders to vote against TPG-Axon’s proposals!,]” id. ¶ 191;62

(3) “[i]n opposing TPG-Axon’s consent solicitation, ... the Directors] ... falsely represented to SandRidge shareholders that the election of the TPG-Axon nominees would constitute a ‘change in control’ with respect to SandRidge’s credit agreements, which would trigger the right of SandRidge’s lenders to require SandRidge to repurchase $4.3 billion worth of notes, and that ... [San-dRidge] ‘may not have sufficient liquidity to fund’ the purchase!,]” id. at 64, ¶ 193;63

(4) “[d]uring the proxy contest, TPG-Axon publicly campaigned against the Direetor[s] ... based on allegations ... concerning ... Ward’s relationship to WCT ... and [its] ... front running and flipping of leaseholds!,]” id. ¶ 194 (citation omitted);

(5) in response, SandRidge “on January 25, 2013, ... issued a press release exonerating ... Ward!,]” id. (citation omitted), and stating that it had “ ‘reviewed issues related to these allegations several times over [San-dRidge’s] ... history and ha[d] found no wrongdoing to have taken place!,]”’ id. at 64-65, ¶ 194 (quotation omitted)(emphasis deleted); see Doc. 142-23; and

(6) SandRidge repeated its statements on February 4, 2013, during a shareholder presentation, and again on February 20, 2013, in another press release, see id. at 65, ¶ 194; Doc. 142-24, “mak[ing] it clear that it was not going to take action against ... Ward.” Id.

The plaintiffs have contended *652that their entrenchment “claim,”64 Doc. 150 at 21, is grounded on “the Director[s’] ... desperate and baseless attempt to maintain control through opposing a fair proxy contest.” Id. (citation omitted). And, as ease law teaches, “[a] plaintiff-shareholder may successfully plead pre-suit demand futility by alleging that ‘the “sole or primary purpose” of the challenged board action was to perpetuate the directors in control of the corporation.’” Greenwald v. Batterson, 1999 WL 596276 *5 (Del.Ch. 1999); e.g., In re Fuqua Industries, Inc. Shareholder Litigation, 1997 WL 257460 *10 (Del.Ch. 1997) (plaintiff must ultimately prove that defendant directors engaged in actions which had the effect of protecting their tenure and that action was motivated primarily or solely for the purpose of achieving that effect). “However, the mere allegation that directors have taken action to entrench themselves, without an allegation that the directors believed themselves vulnerable to removal from office, will not excuse demand. A successful claim of demand futility requires an allegation that an actual threat to the directors’ positions on the board existed.” Greenwald *5 (citations omitted).

The Amended Complaint has alleged in a particularized way that Dobson, Gilliland, Se-rota, Oliver and Brewer through their opposition to TPG-Axon’s consent solicitation and to TPG-Axon’s nominees allegedly acted so as to secure their own positions as Board members and to perpetuate their control of Sand Ridge in disregard of its interests and the interests of its shareholders; because such allegations are sufficient to show an actual threat to their positions, demand as to the plaintiffs’ “claim” of entrenchment, if any, based upon the same would be excused.

Based upon the foregoing, the Court DENIES the Motion to Dismiss Plaintiffs’ Amended Consolidated Shareholder Derivative Complaint [Doc. 147].