| Generate free cash flow to our shareholders. During 2022, Civitas generated approximately $1.2 billion of free cash flow (a non-GAAP financial measure — please refer to the Reconciliation of Free Cash Flow to Cash Provided by Operating Activities presented in Part II, Item 7, Non-GAAP Financial Measures of the Company’s Form 10-K filed with the SEC on February 22, 2023).
•
Maintain a premier balance sheet. A strong balance sheet, focus on cost control, and minimizing long-term cost commitments are critical to managing risk and achieving success within fluctuating
| CIVITAS RESOURCES, INC. 2023 Proxy Statement | | | 22 | | | | Our investment opportunities are evaluated primarily in the context of maximizing free cash flow. We have a high-quality asset base, allowing us to create synergies and maintain a low-cost structure. We pursue value-accretive investments to enhance our ability to deliver incremental free cash flow to our stockholders. During 2023, Civitas generated approximately $795.9 million of free cash flow (a non-GAAP financial measure—please refer to the Reconciliation of Free Cash Flow to Cash Provided by Operating Activities presented in Part II, Item 7, Non-GAAP Financial Measures of the Company’s Form 10-K filed with the SEC on February 27, 2024). | | | Maintain a premier balance sheet | | | | A strong balance sheet, focus on cost control, and minimizing long-term cost commitments are critical to managing risk and achieving success within fluctuating market conditions. After our 2023 entry into the Permian Basin, we will continue to strive to achieve our long-term net leverage target of 0.75x. | | | Return free cash flow to stockholders | | | | We prioritize consistently delivering free cash flow to stockholders through our published dividend framework. During 2023, we returned approximately $1 billion to stockholders through base and variable dividends, along with share repurchases, representing more than 15% of the Company’s current market capitalization. In early 2024, we used cash-on-hand to repurchase approximately 879 thousand shares from NGP, which represented the remaining shares of Civitas common stock owned by NGP. | | | Demonstrate ESG Leadership | | | | We have integrated ESG initiatives throughout our organization and strive to reduce and eliminate emissions while seeking to comply with all applicable air quality and other environmental rules and regulations. We employ industry-leading best practices, including electric drilling rigs and frac spreads, 24/7 air monitoring technology and pipeline gathering and takeaway, as well as vapor recovery, automated shut-in and remote monitoring equipment for producing wells where feasible and appropriate. We believe Civitas is Colorado’s first carbon neutral operator on both a Scope 1 and Scope 2 basis with respect to assets acquired prior to 2023, meaning Civitas purchased certified carbon credits and/or renewable energy certificates in a quantity representing the same level of carbon dioxide equivalent emissions as the Scope 1 and 2 greenhouse gas emissions from this defined scope of Civitas activities for the period from fiscal year 2021 through fiscal year 2023. We regularly engage community stakeholders in our development planning and operations. We strive to maintain a safe workplace for our employees and contractors at all times. Finally, our Board also has a dedicated ESG Committee that is responsible for overseeing and supporting our commitment to environmental, health and safety, social responsibility, sustainability, and other public policy matters relevant to the Company. | |
market conditions. As evidenced by our strong liquidity position of approximately $1.8 billion as of December 31, 2022, we believe Civitas has among the strongest balance sheets in the exploration and production sector.
•
Return free cash flow to shareholders. We prioritize consistently delivering free cash flow to shareholders through our published dividend framework. During 2022, we returned more than $530 million to investors through base and variable dividends, including approximately $166 million paid in December 2022. We believe Civitas has one of the industry’s highest payout ratios with an approximate 11% yield at year-end. In early 2023, we used cash-on-hand to repurchase approximately 4.9 million shares from our largest shareholder, CPPIB Crestone Peak Resources Canada Inc., further underscoring our commitment to this priority.
•
Demonstrate ESG Leadership. We have integrated ESG initiatives throughout our organization and strive to reduce and eliminate emissions while seeking to comply with all applicable air quality and other environmental rules and regulations. We employ industry-leading best practices, including electric drilling rigs and frac spreads, 24/7 air monitoring technology and pipeline gathering and takeaway, as well as vapor recovery, automated shut-in and remote monitoring equipment for producing wells where feasible and appropriate. We believe Civitas is Colorado’s first carbon neutral operator on both a Scope 1 and Scope 2 basis, meaning that Civitas is at a neutral balance between emitting and removing carbon from the atmosphere. We regularly engage community stakeholders in our development planning and operations. We strive to maintain a safe workplace for our employees and contractors at all times. During 2022, we maintained a meaningful safety track record as evidenced by a low TRIR of 0.19. Finally, our Board also has a dedicated ESG Committee that is responsible for overseeing and supporting our commitment to environmental, health and safety, social responsibility, sustainability, and other public policy matters relevant to the Company.
Our 2023 drilling and completion capital budget of $725 million to $825 million contemplates running an average of 2 operated rigs and 2 operated crews that will drill 100 to 110 and complete 120 to 130 gross operated wells. Additionally, we intend to invest approximately $75 million to $85 million in land, midstream, and other capital activity, inclusive of approximately $11 million towards ESG emissions reduction initiatives. Further, we have allocated $8 million in the 2023 budget toward the purchase of carbon offsets and renewable energy credits.
Features of Our Compensation Program in 20222023 We strive to create a compensation program that encourages long-term value creation by tying individual compensation to the long-term performance of our stock while acknowledging and fostering the unique qualifications, skills, experience, and responsibilities of each individual. As part of the transformative nature of the events of 2021, we made significant changes to our compensation program, with those changes coming into effect on November 1, 2021 during which the Company merged with Extraction Oil & Gas, Inc. (“Extraction” and such merger, the “Extraction Merger”) and acquired CPPIB Crestone Peak Resources America Inc. (“Crestone CIVITAS RESOURCES, INC. 2024 Proxy Statement 25
Peak”), when we closed on our mergers with Extraction and Crestone Peak. Specifically, on a go-forward basis, we implemented the following features: •
Executive officers were removed from eligibility under our Short TermShort-Term Incentive Program (“STIP”); •
Executive officers’ base salaries were increased to make up a portion of the reduction in cash compensation attributable to that removal, and;removal; and •
Awards under the Long Term Incentive Plan (“LTIP”)LTIP were restructured to be weighted (i) fifty percent in the form of performance stock units (“PSUs”) tied to absolute total shareholder return (“TSR”), (ii) twenty-five percent in the form of PSUs tied to and relative TSR and (iii) twenty-five percent in the form of time-based restricted stock units (“RSUs”). The Company’s prior use of return on capital employed (“ROCE”)PSUs tied to relative TSR as a PSU metric was discontinued starting with the 20212023 LTIP awards.awards, and the 2023 LTIP awards were weighted as (i) 70% PSUs tied to TSR and (ii) 30% RSUs. These changes were designed to increase the alignment of our executive officers’ interests with those of our stockholders with a focus on compensation that is intended to generate stronger compensation outcomes for stronger stock performance and weaker compensation outcomes for weaker stock performance. Key features of our 20222023 compensation program include: | CIVITAS RESOURCES, INC. 2023 Proxy Statement | | | 23 | Practices that We Engaged in or Allowed in 2023 | | | | | | Practices that We Did Not Engage in or Allow in 2023 | |
Practices that We Engaged in or Allowed in 2022
| | | | Pay for Performance — Performance—Total compensation of our named executive officers is substantially weighted toward performance-based pay. Seventy-fiveSeventy percent of our long-term incentive awards granted to our named executive officers in 20222023 are tied to three-year absolute and relative TSR and are fully at-risk. | | | | | | No Excise Tax Gross-Ups—Neither our Severance Plan nor our employment arrangements provide for excise tax gross-ups. | | | | | | External Benchmarking — Benchmarking—Our Compensation Committee reviews competitive compensation data based on an appropriate group of exploration and production peer companies prior to making annual compensation decisions. | | | | | | No Repricing or Backdating—Our LTIP prohibits the repricing, backdating, or buyouts of stock options or stock appreciation rights (“SARs”). | | | | | | Mitigation of Undue Risk — Risk—We conduct a risk assessment periodically to carefully consider the degree to which compensation plans and decisions affect risk-taking. We do not believe that any of the compensation arrangements in place are reasonably likely to have a material adverse impact on the Company. | | | | | | No Hedging or Derivative Transactions in Company Stock—We prohibit our executives from engaging in any short-term trading, short sales, option trading, or hedging transactions related to our common stock. | | | | | | Robust Stock Ownership with No Pledging or Hedging — Hedging—We have adopted a robust stock ownership policy for our named executive officers and independent directors that also prohibits them from pledging or hedging Company common stock.stock, and our independent director LTIP awards are structured as deferred restricted stock units (“DSUs”) that do not settle until separation from the Board. | | | | | | No Purchases on Margin—We prohibit our executives from purchasing our common stock on margin. | | | | | | Double-Trigger Equity Acceleration upon a Change in Control — Control—Under our Severance Plan and equity award agreements, vesting acceleration of equity incentives following a change in control only occurs if the executive is terminated without cause or resigns for good reason within 12 months following a change in control. | | | | | | No Excessive Perquisites—We offer minimal perquisites to the Company’s executives, few of which are not offered to all of the Company’s employees. The Company believes executive salary and LTIP grants fully compensate our executives. | | | | | | Independent Compensation Consultant — Consultant—We have engaged an independent executive compensation advisor who reports directly to the Compensation Committee and provides no other services to the Company. | | | |
CIVITAS RESOURCES, INC. 2024 Proxy Statement 26
| | | | Practices that We Engaged in or Allowed in 2023 | | | | | | Practices that We Did Not Engage in or Allow in 2023 | | | | | | Focus on Total Compensation — Compensation—Our Compensation Committee conducts a detailed analysis of total compensation prior to making annual executive compensation decisions. | | | | | | | | Clawback Policy and Recoupment Policy — Policy—We have adopted the Clawback Policy, which is described in the section below entitled “Clawback Policy.” In addition, we maintain a separate recoupment policy requiring the recoupment of certain incentive compensation paid to officers of the Company when their conduct constitutes “Detrimental Conduct” under the policy, which helps to ensure that officers act in the best interests of the Company, its parents and subsidiaries, and its stakeholders at all times. | |
Practices that We Did Not Engage in or Allow in 2022
| | | | No Excise Tax Gross-Ups — Neither our Severance Plan nor our employment arrangements provide for excise tax gross-ups.
| | | | | | No Repricing or Backdating — Our LTIP prohibits the repricing, backdating, or buyouts of stock options or stock appreciation rights.
| | | | | | No Hedging or Derivative Transactions in Company Stock — We prohibit our executives from engaging in any short-term trading, short sales, option trading, or hedging transactions related to our common stock.
| | | | | | No Purchases on Margin — We prohibit our executives from purchasing our common stock on margin.
| | | | | | No Excessive Perquisites — We offer minimal perquisites to the Company’s executives, few of which are not offered to all of the Company’s employees. The Company believes executive salary and LTIP grants fully compensate our executives.
| |
Compensation Committee Consideration of 20222023 Stockholder Advisory Vote on Our Compensation Program. Our Compensation Committee is continuously mindful of our stockholders’ views on executive compensation. At our 20222023 Annual Meeting of Stockholders, over ninety-nine percent98% of the votes cast voted to approve our named executive officer compensation on an advisory basis. The Compensation Committee considered the 20222023 vote to be a solid endorsement of the Company’s compensation practices. | CIVITAS RESOURCES, INC. 2023 Proxy Statement | | | 24 | | | | |
Compensation Philosophy and Objectives At Civitas, we view our employees as an investment for the future. We invest in our people to grow our business and deliver more value to our stockholders. The objectives of our compensation program are: •
to attract, retain and motivate the most qualified individuals in the oil and gas industry; •
to provide a total compensation package that aligns pay with performance and is flexible enough to respond to changing market conditions; and •
to align the interests of our named executive officers with our stockholders’ interests. We design our compensation program to reward named executive officers for performance that creates stockholder value, in that incentive compensation is only earned by successfully implementing our long-term strategy and delivering strong stockholder returns. Conversely, our named executive officers will experience weaker compensation outcomes for weaker stock performance. Our compensation program, including benefits and perquisites, is reviewed by our Compensation Committee and Board annually. Executive Compensation Risk Assessment The Compensation Committee, in conjunction with advice provided by the Compensation Consultant (defined below), designed our 20222023 executive compensation programs with features that reduce the likelihood of excessive risk-taking, including an appropriate mix of cash and equity, no short-term incentives, an appropriate weighting of fixed and at-risk compensation components, significant stock ownership requirements for officers, extended vesting schedules on equity grants, and prohibitions on engaging in derivative transactions in our common stock. We do not believe that our current or proposed compensation policies and practices encourage excessive or unnecessary risk-taking and have determined that risks arising from our compensation policies and practices are not reasonably likely to have a material adverse effect on the Company. Setting Executive Officer Compensation Role of our Board and Compensation Committee. Our Compensation Committee (i) oversees our compensation programs on behalf of our Board; (ii) is responsible for proposingapproving programs for approval by our Board that attract, retain, and motivate qualified executive-level talent; (iii) monitors our compensation programs and strives to ensure that the total compensation paid to our named executive officers is fair, reasonable, and competitive with total compensation provided to executive officers serving in similar roles and with similar responsibilities in other U.S. publicly traded energy companies; and (iv) makes proposals to our independent directors regardingreviews and approves the compensation of our Chief Executive Officer. The Compensation Committee is also responsible for approving the compensation of our other executive CIVITAS RESOURCES, INC. 2024 Proxy Statement 27
officers, and takes into consideration proposals made by our Chief Executive Officer regarding such compensation. The Compensation Committee has the sole authority to retain, amend the engagement with, and terminate any compensation consultant to be used to assist in the evaluation of director or executive officer compensation. The Compensation Committee has sole authority to approve the compensation consultant’s fees and other retention terms and has authority to cause the Company to pay the fees and expenses of the compensation consultant. Following receipt and review of compensation recommendations from our Compensation Committee, the Board, together with the Compensation Committee, approves named executive officer compensation. Role of the Compensation Consultant. The Compensation Committee selected Meridian Compensation Partners, LLC to serve as a consultant to the Compensation Committee on compensation-related issues. (Meridian Compensation Partners, LLC is referred to herein as the “Compensation Consultant.”) Our Compensation Committee chose the Compensation Consultant because our Compensation Committee believes the Compensation Consultant has extensive experience in providing executive compensation advice, including specific experience in the oil and gas industry. Our Compensation Committee continues to believe it is beneficial to have an experienced, independent third party assist it in evaluating and setting executive compensation. On an annual basis and when otherwise required, the Compensation Consultant provides our Compensation Committee with an analysis of our executive compensation programs, including total direct compensation comprised of base salary and long-term incentive compensation, in | CIVITAS RESOURCES, INC. 2023 Proxy Statement | | | 25 | | | | |
order to assess the competitiveness of our programs and to provide conclusions and recommendations. Additionally, the Compensation Consultant attends meetings with the Compensation Committee and the Board, reviews various Company public disclosures, provides market data on officer and Board compensation and design practices, updates the Compensation Committee on emerging trends and regulatory changes, and serves as a resource for the Chair of our Compensation Committee on an as-needed basis. In making a determination to retain the Compensation Consultant, the Compensation Committee assesses the independence of the Compensation Consultant pursuant to SEC rules and considers, among other things, whether the Compensation Consultant provides any other services to us, the policies of the Compensation Consultant that are designed to prevent any conflicts of interest between the Compensation Consultant, the Compensation Committee, and us, any personal or business relationships between the Compensation Consultant and a member of the Compensation Committee or one of our executive officers, and whether the Compensation Consultant owns any shares of our common stock. Based in part on representations made by the Compensation Consultant, the Compensation Committee has concluded that the Compensation Consultant does not have any conflicts of interest in the representation of our Compensation Committee. While the Compensation Consultant makes recommendations to our Compensation Committee on compensation, our Compensation Committee and Board make and implement compensation decisions and have full discretion to do so independent of the Compensation Consultant’s recommendations. The Compensation Committee also has the right to terminate the services of the Compensation Consultant and appoint a new compensation consultant at any time. For fiscal year 2022,2023, our Compensation Committee took into consideration the discussions, guidance, and compensation studies produced by the Compensation Consultant to make compensation decisions. Competitive Benchmarking and Peer Group. Our Compensation Committee considers competitive industry data in making executive pay determinations. The Compensation Committee focuses on a group of peer companies with market capitalization and growth profiles similar to ours, taking into account geographic footprint and employee count and location. The Committee intends to continue, at a minimum on an annual basis, its review and assessment of the peer group and will make changes to the group when it is deemed appropriate. Until July 2022, the Company did not have a formal customThe peer group but rather utilized a broader selection of industry peerscompanies used by the Compensation Committee when considering compensation matters, including for setting compensation for 2022. This broader selection consisted2023 (the “2023 Peer Group”), consisting of the following companies:
| 2023 Peer Group Until July 2022 | | | •
Antero Resources Corporation •
Callon Petroleum Company •
Chord Energy Corporation •
CNX Resources Corporation •
Devon Energy Corporation •
Diamondback Energy, Inc. •
Marathon Oil Corporation •
Matador Resources Company | | | Magnolia Oil & Gas Corporation•
| | | APA Corporation | | | Marathon Oil Corporation | | | California Resources Corporation | | | Matador Resources Company | | | Callon Petroleum Company | | |
Murphy Oil Corporation • | | | Centennial Resource Development, Inc. | | | Oasis Petroleum Inc. | | | CNX Resources Corporation | | |
Ovintiv Inc. • | | | Continental Resources, Inc. | | |
PDC Energy, Inc. • |
Permian Resources Corporation | •
Pioneer Natural Resources Company | Coterra Energy Inc.•
| | |
Range Resources Corporation • | | | Diamondback Energy, Inc. | | |
SM Energy Company • | | | Denbury Inc. | | |
Southwestern Energy Company | | | EQT Corporation | | | Whiting Petroleum Company | |
| CIVITAS RESOURCES, INC. 2023 Proxy Statement | | | 26 | | | | |
CIVITAS RESOURCES, INC. 2024 Proxy Statement 28
In July 2022, the Compensation Committee approved a peer group (the “2022 Peer Group”) consisting of the following companies:
| 2022 Peer Group | | | Antero Resources Corporation | | | Murphy Oil Corporation | | | California Resources Corporation | | | Ovintiv Inc. | | | Callon Petroleum Company | | | PDC Energy, Inc. | | | Chord Energy Corporation | | | Permian Resources Corporation | | | CNX Resources Corporation | | | Range Resources Corporation | | | Denbury Inc. | | | SM Energy Company | | | Magnolia Oil & Gas Corporation | | | Southwestern Energy Company | | | Matador Resources Company | | | | |
The Compensation Consultant compiled compensation data for the 20222023 Peer Group from a variety of sources, including proxy statements, other publicly filed documents, and S&P Capital IQ. Utilizing data obtained from the Compensation Consultant, we establish compensation standards for our named executive officers usingtargeting compensation levels at or nearthat are competitive with the market midpoint, or 50th percentile,peer group and companies against which we compete for talent, as a guideline or starting point, and adjust such benchmarks as appropriate for individual considerations such as experience, performance, tenure, and job responsibilities.responsibilities, and with consideration to the absence of an annual incentive plan (where base salaries for officers are set towards the higher-end of the peer group market range but target total cash compensation is set towards the lower-end of the peer group market range). Role of CEO and Other Named Executive Officers in Determining Executive Compensation. The Compensation Committee, after reviewing the information provided by the Compensation Consultant and considering other factors, determines each element of compensation assessed against the Company’s rigorous goals. When making determinations about each element of compensation for the other executive officers, the Compensation Committee considers recommendations from our Chief Executive Officer. Additionally, at the Compensation Committee’s request, our executive officers may assess the design of, and make recommendations related to, our compensation and benefit programs, including recommendations related to the performance measures used in our incentive programs. The Compensation Committee is under no obligation to use these recommendations and is conscious of the need for the evaluation and incorporation of an effective independent and stockholder-focused compensation review process. Elements of Our 20222023 Executive Compensation and Why We Pay Each Element Our Compensation Committee, assisted by the Compensation Consultant and executive management, continues to develop compensation programs that provide our named executive officers with an overall compensation package tailored to our Company, subject to ratification or approval by our Board.Company. With respect to our named executive officers in 2022,2023, our Compensation Committee designed these programs to consist of four elements: base salary, long-term equity-based compensation (LTIP), severance and change-in-control benefits, and other employee benefits and perquisites as set forth below. | CIVITAS RESOURCES, INC. 2023 Proxy Statement | | | 27 | | | | |
Compensation Element | | | Description | | | Purpose | | | Base Salary | | | Fixed pay for performing day-to-day responsibilities; reflects individual experience, education, tenure in role, performance, internal pay equity, and market compensation based on our peer group | | | Attract and retain qualified employees; and recognize skills, competencies, experience, and individual contributions | | | LTIP | | | Equity-based long-term compensation opportunity that encourages executive retention with vesting of awards over multiple years | | | Drive stockholder value creation; align management interests with stockholders; encourage retention; reward the achievement of our long-term goals, and conserve cash resources | | | Severance and Change in Control | | | Lump sum cash payments of salary and bonus multiples, accelerated equity vesting, and continuation of COBRA benefits following certain termination events | | | Eliminate or reduce the reluctance of executives to pursue potential corporate transactions that could benefit the Company, but result in adverse consequences to the executive’s employment; and clarify termination benefits | | | Other Compensation: Benefits and Perquisites | | | 401(k) match; parking;match, parking, medical, dental, life and disability insurance, wellness reimbursement | | | Attract and retain highly qualified employees and support the overall health and well-being of all employees | |
Pay-for-Performance. Our pay-for-performance philosophy is demonstrated in the mix of compensation that we provide to our named executive officers. A significant portion of our named executive officers’ compensation in 20222023 was in the form of long-term equity-based incentives under the LTIP. The long-term equity-based incentives under the LTIP were designed to steer the officers’ conduct and decision-making toward returns and capital efficiency that would benefit our stockholders. Compensation that is paid in the form of time-based CIVITAS RESOURCES, INC. 2024 Proxy Statement 29
RSUs instead of cash is at-risk because its value varies with changes in the stock price and because it is forfeitable if the executive voluntarily terminates employment (without “good reason”) prior to vesting. In addition, compensation that is paid in the form of performance-based RSUsPSUs is at risk both for the same reasons time-based RSUs are at-risk and because its value is tied to the Company achieving certain absolute TSR and relative TSR performance metrics. With a considerable percentage of their compensation paid in equity during 2022,2023, our named executive officers have a significant stake in the long-term success of the Company along with all other stockholders. The following chart illustrates the mix of pay in 20222023 under our officer compensation program for our named executive officers who served through December 31, 2022.2023. The indicated percentages are based on each such named executive officer’s 20222023 base salary earned in 20222023 and target amounts of compensation with respect to LTIP awards awarded in 2022. Additionally,2023. The chart does not include the one-time special transaction cash bonuses awarded to the named executive officers in November 2023 as thethese awards are not part of our regular ongoing officer compensation program. The chart below further illustrates, approximately 85%87.5% of total target compensation for such named executive officers is attributable to the LTIP, and thus is variable and tied to performance of the Company (i.e., “at-risk”). | CIVITAS RESOURCES, INC. 2023 Proxy Statement | | | 28 | | | | |
20222023 Compensation Actions
Base Salary. Base salary is intended to provide a guaranteed amount of compensation that recognizes the level of responsibility and authority of each individual named executive officer and compensates for the individual named executive officer’s day-to-day contributions to the Company’s success. In response to tight expense controls and efforts to preserve stakeholder value while retaining key employees, our Board and Compensation Committee have generally increased base salaries only modestly for cost of living increases to account for inflation or in connection with special circumstances of promotions, competitive pay positioning, instances where the Compensation Committee concluded that an officer’s salary is significantly below market, and mergers. EffectiveIn February 20, 2022, in recognition of accelerating inflation,2023, the Compensation Committee approved a five percent salary increaseincreases for all employees, including the named executive officers.each of Messrs. Doyle and Counts and Ms. Foschi. Accordingly, the base salaries of Mses.Messrs. Doyle and Counts and Ms. Foschi and Garbiso and Mr. Owens were increased from $575,000, $500,000,$1,300,000, $682,500, and $700,000$603,750, respectively. Base salaries as of December 31, 20222023 for each named executive officer who remained employed as of December 31, 20222023 are as follows: | Name | | | 20222023 Base Salary as of 12/31/22($23 ($) | | | M. Christopher Doyle | | | | | 1,300,000 | 1,365,000 | | | Marianella Foschi | | | | | 603,750 | 760,000 | | Matthew R. Owens | T. Hodge Walker | | | | | 735,000 | 765,000 | | | Travis L. Counts | | | | | 682,500 | 755,000 | | Sandra K. Garbiso | Jeffrey S. Kelly | | | | | 525,000 | 650,000 | |
Annual Cash Incentive Awards. All of our employees generally have been eligible to receive annual cash incentive awards tied to both the Company’s performance and the underlying individual’s performance. On November 1, 2021, however, our Board determined that the Company’s executive officers would no longer participate in the Company’s STIP or receive annual cash incentive awards. This remained true for 2022.2023. CIVITAS RESOURCES, INC. 2024 Proxy Statement 30
The Board’s decision to remove executive officers from the STIP was based on the conclusion that their incentive compensation should be more heavily weighted toward stock in the Company, which in turn strengthens their alignment with our stockholders. Special Transaction Bonus Awards. In November 2023, the Compensation Committee awarded a one-time special transaction cash bonus award to our named executive officers. The award was approved in recognition of the extraordinary efforts of the named executive officers since 2022 to diversify, scale, and transform the Company. Specifically, the Compensation Committee recognized the additional responsibilities and workloads of the named executive officers to meet all key deliverables under the Company’s 2023 business plan, while simultaneously identifying, closing, and integrating several large-scale accretive transactions that resulted in significant shareholder value creation. See “Compensation Discussion and Analysis — Introduction” above for further information. The special transaction bonus amounts for each named executive officer is as follows: | Name | | | Special Transaction Bonus ($) | | | M. Christopher Doyle | | | 2,047,500 | | | Marianella Foschi | | | 760,000 | | | T. Hodge Walker | | | 765,000 | | | Travis L. Counts | | | 755,000 | | | Jeffrey S. Kelly | | | 325,000 | |
Long-Term Equity-Based Incentives. In May 2021,February 2023, the Compensation Committee determined that 20212023 LTIP awards to our named executive officers would consist of 75%70% PSUs and 25%30% RSUs using grant date fair value for the allocation. Based on the Compensation Consultant’s market assessment and views | CIVITAS RESOURCES, INC. 2023 Proxy Statement | | | 29 | | | | |
expressed by stockholders and equity analysts, the Compensation Committee also determined that the PSUs would be based on a combination of absolute and relative total shareholder return, measured over a three-year performance period. In addition, the Compensation Committee reviewed the Compensation Consultant’s market analysis to assist in determining the appropriate amount of equity to grant to each named executive officer based on market data, while also taking into consideration the Company’s performance as well as individual performance and retention objectives. The following table describes the performance metrics used in 20222023 to determine PSU payouts and why we use these metrics. | Performance Metric | | | Description | | | Purpose | | | Absolute TSR | | | The Company’s absolute TSR, over a three-year period | | | Same purpose as relative TSR | | Relative TSR | | | The Company’s relative TSR as compared to the TSR of the Company’s peer group companies, over a three-year period | | | Most directly aligns the interests of named executive officers and the interests of the Company’s stockholders | |
In February 20222023 (or, for Messrs. DoyleWalker and Counts,Kelly, on their start dates)dates and, for Mr. Counts’ additional award in connection with his appointment as Chief Administrative Officer and Secretary, November 2023), each of our named executive officers received an award of PSUs and RSUs, other than Mr. Dell (who did not receive any equity awards for his service as Interim Chief Executive Officer and instead received an award of RSUs in June 2022 in connection with his service as a director) and Mr. Greager (whose employment with the Company terminated effective January 31, 2022). See “Executive Compensation Tables and Other Compensation Disclosure — Director Compensation” below for further information regarding directors’ deferred RSU awards.RSUs. The amount and type of equity awards granted to our named executive officers in 20222023 were as follows: Name | | | PSUs (#)(1) | | | RSUs (#)(2) | | | Total Long-Term Equity Grant Value ($)(3) | | M. Christopher Doyle | | | | | 69,641 | | | | | | 56,376 | | | | | | 8,731,021 | | | Marianella Foschi | | | | | 26,660 | | | | | | 8,887 | | | | | | 1,911,094 | | | Matthew R. Owens | | | | | 32,455 | | | | | | 10,818 | | | | | | 2,326,466 | | | Travis L. Counts | | | | | 18,822 | | | | | | 19,143 | | | | | | 2,570,397 | | | Sandra K. Garbiso | | | | | 15,455 | | | | | | 5,152 | | | | | | 1,107,882 | | | Benjamin Dell | | | | | N/A | | | | | | 4,662 | | | | | | 372,913 | | | Eric T. Greager | | | | | N/A | | | | | | N/A | | | | | | N/A | | | Dean Tinsley(4) | | | | | 17,309 | | | | | | 5,770 | | | | | | 1,240,783 | | | Cyrus “Skip” Marter(5) | | | | | 20,091 | | | | | | 6,697 | | | | | | 1,440,190 | | |
| Name | | | PSUs (#)(1) | | | RSUs (#)(2) | | | Total Long-Term Equity Grant Value ($)(3) | | | M. Christopher Doyle | | | 66,014 | | | 28,292 | | | 9,008,479 | | | Marianella Foschi | | | 25,597 | | | 10,970 | | | 3,493,030 | | | T. Hodge Walker | | | 24,138 | | | 32,883 | | | 4,974,970 | | | Travis L. Counts | | | 23,736 | | | 10,172 | | | 3,161,580 | | | Jeffrey S. Kelly | | | 12,509 | | | 13,609 | | | 2,584,698 | | | Matthew R. Owens(4) | | | 25,261 | | | 10,826 | | | 3,447,178 | |
(1)
Reflects the number of PSUs granted at “target” performance level. (2)
Messrs. DoyleWalker and CountsKelly each received a one-time grant of RSUs on their first day of employment pursuant to the terms of their offer letters. They also received RSUs as part of their 20222023 LTIP awards consistent with the 20222023 LTIP structure for our named executive officers as described above. CIVITAS RESOURCES, INC. 2024 Proxy Statement 31
(3)
Reflects the aggregate grant date fair value of RSU and PSU awards granted in 2022,2023, computed in accordance with ASC Topic 718. (4)
Mr. Tinsley’sOwens’ employment with the Company terminated effective August 1, 2022.April 3, 2023. Pursuant to the terms of the TinsleyOwens Severance Agreement, he received accelerating vestinga prorated portion of his unvested RSUs and PSUs, including the RSUs and PSUs granted to him on February 23, 2022Mr. Owens in 2023 vested in connection with his termination (with his PSUs vesting at their “target”based on actual performance level)as of Mr. Owens’ termination date). (5)
Mr. Marter retired from the Company effective August 5, 2022. All RSUs and PSUs granted to Mr. Marter in 2022 under the Company’s 2021 LTIP were forfeited without consideration as of his retirement date.
| CIVITAS RESOURCES, INC. 2023 Proxy Statement | | | 30 | | | | |
Upon the closing of the Extraction Merger, the Company assumed Extraction’s 2021 Long Term Incentive Plan (the “Extraction LTIP”). Further, pursuant to the terms of the merger agreement between the Company and Extraction, all outstanding Extraction LTIP awards, including those held by Ms. Foschi and Mr. Owens, were converted to economically equivalent Civitas awards. Ms. Foschi’s and Mr. Owens’ outstanding awards, in the form of PSUs tied to absolute TSR and time-based RSUs, were thus converted to awards that will settlehave been settled in the Company’s stock. Further Details of PSU and RSU Awards. The description of the 2022 PSU and RSU awards in this section does not apply to the RSU award granted to Mr. Dell in connection with his service as a director. See “Executive Compensation Tables and Other Compensation Disclosure — Director Compensation” below for further information regarding directors’ deferred RSU awards. The 20222023 PSU awards vest on a cliff-basis at the end of their three-year performance period (the “Performance Period”), provided the award recipient remains continuously employed through the Performance Period. That period concludes at the end of fiscal year 2024.2025. The details associated with vesting and payout scenarios for the PSUs are described below. The details associated with the vesting for 20222023 RSUs are also described below.
2022 PSUs — 2023 PSUs—Absolute TSR
The 2023 PSUs are subject to a performance criteria based solely on absolute TSR (“aTSR PSUs”) performance and vest based on the Company’s absolute TSR performance during the Performance Period. Calculation of Company’s Absolute TSR Performance. The Company’s absolute TSR performance is the Company’s annualized TSR for the Performance Period. Annualized TSR is calculated as follows:based on the change in stock price over the measurement period plus dividends paid. In all events, TSR is adjusted to give effect to any stock dividends, stock splits, reverse stock splits and similar transactions. PSU Vesting.
PSU Vesting. Subject to the named executive officer’s continued employment through the Performance Period, the aTSR2023 PSUs vest in accordance with the following table: Absolute TSR Performance (3-year Annualized) | | | % of Target # Shares Earned | | ≥ 20% | | | 200% | | 12% | | | 100% | | 10% | | | 75% | | 5% | | | 25% | | <0% | | | 0% | |
| Performance Level | | | Absolute TSR Performance (3-year Annualized) | | | % of Target # Shares Earned | | | Maximum | | | ≥ 22.5% | | | 225% | | | | | | 20% | | | 200% | | | | | | 15% | | | 150% | | | | | | 12% | | | 120% | | | Target | | | 10% | | | 100% | | | | | | 5% | | | 50% | | | Minimum | | | 0% | | | 10% | | | | | | <0% | | | 0% | |
In the event absolute TSR performance is between the thresholds shown above, the number of shares of common stock earned is adjusted through linear interpolation. 2022 PSUs — Relative TSR2023 RSUs
The PSUs subject to performance criteria based2023 RSU awards vest annually in three equal installments over a three-year period from the grant date, provided the award recipient remains continuously employed through the applicable vesting dates. Except for Messrs. Walker’s and Kelly’s awards, which were granted on relative TSR (“rTSR PSUs”) performance vest based on the Company’s relative TSR performance during the Performance Period.their respective start dates in April 2023 and August 2023, respectively and Mr. Counts’ additional award in connection with his appointment as Chief | CIVITAS RESOURCES, INC. 2023 Proxy Statement | | | 31 | | | | |
CIVITAS RESOURCES, INC. 2024 Proxy Statement 32
Calculation of Company’s Relative TSR Performance.
The Company determines (1)Administrative Officer and Secretary which was granted in November 2023, the Company’s absolute TSR for the Performance Period and (2) the absolute TSR for the Performance Period of each of the companies (other than the Company) included in the SPDR S&P Oil & Gas Exploration & Production ETF (NYSEARCA: XOP) as of the first day of the Performance Period (the “Peer Group”). The Company’s relative TSR Performance is the percentile ranking of the Company determined by comparing the absolute TSRs of the companies in the Peer Group, with each of those companies having equal weight.
Absolute TSR is calculated as follows:
In all events, absolute TSR shall be adjusted to give effect to any stock dividends, stock splits, reverse stock splits and similar transactions.
PSU Vesting.
Subject to the named executive officer’s continued employment through the Performance Period, the rTSR PSUs2023 RSUs vest in accordance with the following table:
Relative TSR Percentile Rank | | | % of Target # PSUs Earned | | ≥ 90th percentile | | | 200% | | 75th percentile | | | 150% | | 60th percentile | | | 100% | | 25th percentile | | | 25% | | ≤ 25th percentile | | | 0% | |
In the event relative TSR performance is between the thresholds shown above, the number of shares of common stock earned is adjusted through linear interpolation.
2022 RSUs
The 2022 RSU awards vest annually in three equal installments over a three-year period, provided the award recipient remains continuously employed through the applicable vesting dates. Subject to continued employment, the first one-third tranche will vest in February 2023, the second one-third tranche will vesttranches in February 2024, February 2025, and the final one-third tranche will vest in February 2025.2026.
Treatment upon Termination and Change in Control of 20222023 PSUs and RSUs In accordance with the accelerated vesting provisions contained in the award agreements, the vesting of the 20222023 PSU and RSU awards will accelerate in full (with PSUs vesting atbased on the greater of target and actual performance levels) in connection with a “change in control” (as defined in the Severance Plan) if (i) the PSUs and RSUs are not assumed in connection with the “change in control” or (ii) the PSUs and RSUs are assumed in connection with the “change in control” and such named executive officer’s employment is terminated without “cause” or due to a resignation for “good reason” (in each case, as defined in the Severance Plan). during the 12 month period following such change in control. Also, in accordance with the accelerated vesting provisions contained in the award agreements, a prorated number of 20222023 PSUs and RSUs will vest (with PSUs vesting based on actual performance at the end of the Performance Period) if such named executive officer’s employment is terminated without “cause” or due to a resignation for “good reason” outside of a “change in control”. In addition, in October 2022, the Board amended the terms of all outstanding PSU2023 PSUs and RSU awards held by employees, including the named executive officers, to provide that such PSU and RSU awardsRSUs will vest in full (with PSUs vesting at target performance level) upon a termination due to death or “disability” (as defined in the Severance Plan). In the event of all other terminations, the award agreements provide that the 20222023 PSUs and RSUs will be forfeited without consideration. | CIVITAS RESOURCES, INC. 2023 Proxy Statement | | | 32 | | | | |
No Dividends While a named executive officer holds unvested PSUs or RSUs, he or she is not entitled to vote or receive dividends, if any, with respect to such unvested units. The named executive officers’ RSUs and PSUs include dividend equivalent rights payable in cash at the same time as the related RSUs and PSUs vest and are settled. Officer Arrangements and Severance None of our currently employed named executive officers is party to an employment agreement or offer letter that obligates the Company to provide any ongoing compensation or benefits other than (i) base salary, (ii) participation in the Company’s LTIP program, (iii) participation in the Severance Plan in effect at the time of the executive’s termination, and (iv) the same health, welfare, and other employee benefits available to our employees generally. See “Eighth Amended and Restated Severance Plan” below for a description of the Severance Plan and the severance benefits provided under the Severance Plan to our named executive officers. The executive officers are also each party to an Employee Restrictive Covenants, Proprietary Information and Inventions Agreement with the Company (the “Restrictive Covenants Agreement”). The Restrictive Covenants Agreements generally prohibit the executives from being involved in oil and gas exploration and development activities and other activities that directly compete with the Company’s business. The Restrictive Covenants Agreements also generally prohibit the executives from (i) participating in any business engaged in oil and gas exploration and development activities within a 25-mile radius of any mineral property interest of the Company or its affiliates (with exceptions in both cases for preexisting business activities and certain permitted investments) and (ii) soliciting employees or customers of the Company, in each case, for a defined period of time after employment with the Company has ended. Under the Restrictive Covenants Agreements, the executives are also generally prohibited from (i) using or disclosing the Company’s proprietary information and (ii) disparaging the Company or its business or any of its employees or officers, in each case, at any time during or after termination of employment. Eighth Amended and Restated Severance Plan. On January 21, 2022, the Board adopted the Eighth Amended and Restated Executive Change in Control and Severance Plan (the “Severance Plan”), pursuant to which our named executive officers (other than Mr. Dell, who did not participate in the Severance Plan during his service as Interim Chief Executive Officer) are entitled to certain severance benefits upon a qualifying termination or qualifying resignation if such termination is initiated by the Company for any reason other than for Cause (as defined in the Severance Plan), or by the officer for Good Reason (as defined in the Severance Plan). The Severance Plan provides enhanced severance benefits if such qualifying termination or qualifying resignation occurs within twelve months following a Change in Control (as defined in the Severance Plan). The severance benefits provided under the Severance Plan to our named executive officers are described below. CIVITAS RESOURCES, INC. 2024 Proxy Statement 33
Under the Severance Plan, the Compensation Committee of the Board identifies Eligible Individuals (as defined in the Severance Plan) as “Tier 1 Executives,” “Tier 2 Executives,” “Tier 3 Executives,” “Tier 4 Executives”Executives,” or “Tier 5 Key Employees”. Our named executive officers wereare identified as the following: | Name | | | Severance Plan Tier | | | M. Christopher Doyle | | | | | 1 | | | Marianella Foschi | | Marianella Foschi | | | 2 | | | T. Hodge Walker | | | 2 | | Matthew R. Owens | Travis L. Counts | | | 2 | | | Jeffrey S. Kelly | | | 3 | | | Matthew R. Owens(1) | | | 1 | | | Travis L. Counts | | | | | 2 | | | Sandra K. Garbiso | | | | | 3 | | | Benjamin Dell | | | | | N/A | | | Eric T. Greager(1)
| | | | | 1 | | | Dean Tinsley(1)
| | | | | 3 | | | Cyrus “Skip” Marter(1)
| | | | | 2 | | |
| CIVITAS RESOURCES, INC. 2023 Proxy Statement | | | 33 | | | | |
(1)
The employment of each of Mr. Greager, Mr. Tinsley, and Mr. MarterOwens terminated in 2022.April 2023. See “Severance Agreement with Mr. Greager,” “Severance Agreement with Mr. Tinsley,” and “Retirement Agreement with Mr. MarterOwens” below for a description of their separation arrangements, respectively.his severance agreement. The Severance Plan provides that, upon the termination of an Eligible Individual’s employment without Cause or due to an Eligible Individual’s resignation for Good Reason (each, a “Qualifying Termination”), Tier 1, Tier 2, and Tier 3 Executives will be eligible to receive (i) a cash severance payment equal to 2.0x, 1.5x, and 1.0x, respectively, their then current Base Salary (as defined in the Severance Plan) as of the Date of Termination (as defined in the Severance Plan), paid in equal monthly installments over a 24-month period with respect to Tier 1 Executives and a 12-month period with respect to Tier 2 and Tier 3 Executives, in each case, following the Date of Termination and (ii) reimbursement for the cost of any COBRA premiums incurred by the Executives during the 18-month24-month period with respect to Tier 1 Executives and 12-month period with respect to Tier 2 and Tier 3 Executives, in each case, following the Date of Termination. For Tier 1, Tier 2, and Tier 3 Executives, the cash severance payment under the Severance Plan no longer includes an annual bonus component since our executive officers no longer participate in the Company’s STIP. All equity incentives then held by such Tier 1, Tier 2, and Tier 3 Executives pursuant to the LTIP or otherwise will be governed by the award agreement applicable to the equity incentive award. The Severance Plan provides that if a Qualifying Termination occurs within 12 months following a Change in Control, Tier 1, Tier 2, and Tier 3 Executives will be eligible to receive (i) a lump sum cash severance payment equal to 3.0x, 2.5x, and 2.0x, respectively, their then current Base Salary as of the Date of Termination and (ii) reimbursement for the cost of any COBRA premiums incurred by such Executives during the 24-month period with respect to Tier 1 Executives and 18-month period with respect to Tier 2 and Tier 3 Executives, in each case, following the Date of Termination. For Tier 1, Tier 2, and Tier 3 Executives, the cash severance payment under the Severance Plan no longer includes an annual bonus component since our executive officers no longer participate in the Company’s STIP. All equity incentives then held by such Tier 1, Tier 2, and Tier 3 Executive pursuant to the LTIP or otherwise will be governed by the award agreement applicable to the equity incentive award. Severance Agreement with Mr. Greager.Owens. In connection with Mr. Greager’s separation fromOwens’ termination of employment with the Company effective January 31, 2022,April 3, 2023, Mr. GreagerOwens and the Company entered into a Severance Release and ConsultingRelease Agreement (the “Greager“Owens Severance Agreement”) on JanuaryMay 31, 2022. The Company treated2023. Mr. Greager’sOwens’ departure aswas a termination without Cause“cause” that was not in connection with a Change“change in Controlcontrol” under the Severance Plan. The Agreement and Plan of Merger for the Extraction Merger (the “Extraction Merger Agreement”) provided that the Extraction Merger would be deemed to constitute a Change in Control for purposes of the Severance Plan. Mr. GreagerOwens received the severance benefits applicable for such termination as set forth in the Severance Plan for a Tier 1 Executive, and memorialized inas modified by the GreagerOwens Severance Agreement, which included (i) a lump sum cash severance payment equal to $2,400,000$1,500,000, payable in ratable installments during the 24 months following his separation date (which the Owens Severance Agreement modified to accelerate the timing of certain installments), (ii) treatment of outstanding equity awards in accordance with their terms (which the Owens Severance Agreement modified such that (a) all of Mr. Owens’ outstanding RSUs and (ii)PSUs granted in 2022 vested (with PSUs vesting at “target” performance levels) in connection with his termination and (b) the pro-rata portion of Mr. Owens’ outstanding PSUs granted in 2021 and 2023 vested in connection with his termination, with actual performance for PSUs measured as of Mr. Owens’ termination date), and (iii) Company reimbursement of COBRA premium costs for up to 24 months following thehis separation date. In addition to the severance benefits set forth in the Severance Plan for a Tier 1 Executive, the Greager Severance Agreement provided that all unvested RSUs and PSUs held by Mr. Greager would immediately vest as of Mr. Greager’s separation date (with PSUs vesting at their “target” performance level). Mr. Greager’s severance benefits were subject to his execution and non-revocation of a general release of claims in favor of the Company. In addition, the Greager Severance Agreement provided that Mr. Greager would provide technical consulting services to the Company through January 31, 2023 and receive a consulting fee equal to $100,000 for each completed three-month period. See “Potential Payments upon Termination or Change in Control” below for a quantification of Mr. Greager’s severance benefits. Severance Agreement with Mr. Tinsley. In connection with Mr. Tinsley’s separation from the Company effective August 1, 2022, Mr. Tinsley and the Company entered into a Severance and Release Agreement (the “Tinsley Severance Agreement”) on July 22, 2022. The Company treated Mr. Tinsley’s departure as a termination without Cause in connection with a Change in Control under the Severance Plan. The Extraction Merger Agreement provided that the Extraction Merger would be deemed to constitute a Change in Control for purposes of the Severance Plan. Mr. Tinsley received the severance benefits set forth in the Severance Plan for a Tier 3 Executive and memorialized in the Tinsley Severance Agreement, which included (i) a lump sum cash severance payment equal to $1,176,000 and (ii) Company reimbursement of COBRA
| CIVITAS RESOURCES, INC. 2023 Proxy Statement | | | 34 | | | | |
premium costs for 18 months following the separation date. In addition to the severance benefits set forth in the Severance Plan for a Tier 3 Executive, the Tinsley Severance Agreement provided that all unvested RSUs and PSUs held by Mr. Tinsley would immediately vest as of Mr. Tinsley’s separation date (with PSUs vesting at their “target” performance level). Mr. Tinsley’sOwens’ severance benefits were subject to his execution and non-revocation of a general release of claims in favor of the Company. See “Potential Payments upon Termination or Change in Control” below for a quantification of Mr. Tinsley’sOwens’ severance benefits.
Retirement Agreement with Mr. Marter. In connection with Mr. Marter’s resignation as General Counsel and Secretary effective August 1, 2022 and retirement from the Company effective August 5, 2022, Mr. Marter and the Company entered into a Transition and Retirement Agreement on June 29, 2022 (the “Marter Retirement Agreement”). Mr. Marter did not receive any severance benefits under the Severance Plan in connection with his retirement. Instead, the Marter Retirement Agreement provided for the following retirement benefits: (i) all unvested RSUs and PSUs granted to Mr. Marter in 2020 and 2021 would immediately vest as of Mr. Marter’s retirement date (with PSUs vesting at their “target” performance level, and with all RSUs and PSUs granted to Mr. Marter in 2022 being forfeited without consideration as of Mr. Marter’s retirement date) and (ii) Company reimbursement of COBRA premium costs for 18 months following Mr. Marter’s retirement date. Mr. Marter’s retirement benefits were subject to his execution and non-revocation of a general release of claims in favor of the Company. The Marter Retirement Agreement also provided that Mr. Marter would provide consulting services to the Company from his retirement date through December 31, 2022, as requested by the Company and, in exchange for providing the consulting services, would be compensated at a rate of $500 per hour. In addition, in connection with Mr. Marter’s retirement, on July 27, 2022, the Board extended the post-termination exercise period of all outstanding vested stock options held by Mr. Marter. As a result of this extension, Mr. Marter’s outstanding vested stock options will remain exercisable in accordance with their respective terms until August 5, 2023. See “Potential Payments upon Termination or Change in Control” below for a quantification of Mr. Marter’s retirement benefits.
Other Employee Benefits. We expect that the named executive officers will continue to be eligible for the same health, welfare, and other employee benefits available to our employees generally, including medical and dental insurance, short and long-term disability benefits, parking, and a 401(k) plan that includes Company CIVITAS RESOURCES, INC. 2024 Proxy Statement 34
matching of an employee’s contributions of up to 6% of such employee’s cash earnings. We believe that offering a comprehensive employee benefits package helps us attract and retain executive talent and remain competitive in our industry. Executive Officer Stock Ownership Policy We have established a Stock Ownership Policy for executive officers with the goal of promoting ownership of our common stock and aligning the interests of our executive officers with those of our stockholders. In February 2022,2024, our Board of Directors approved amendments to the Stock Ownership Policy to account for changes in leadership of the November 1, 2021 increase in base salaries of our executive officers (done in conjunction with the decision to exclude the executive officers from future STIP eligibility).Company. The ownership requirements for our named executive officers are currently established at the following minimum levels: | Position | | | Multiple | | | President and Chief Executive Officer | | | 5x base salary | | | Direct reports of the President and Chief OperatingExecutive Officer Chief Financial Officer and General Counsel (Chief Legal Officer) | | | 2x base salary | | | Chief Accounting Officer, Chief Sustainability Officer, and Senior Vice
Presidents | | | 1x base salary | |
Executive officers have five years from the latter of (i) the date of their appointment as an executive officer and (ii) April 28, 2017, to achieve their targeted ownership level. Upon reaching the required ownership level based on the then-current closing price of our common stock, executive officers are not required to accumulate any shares in excess of shares held as of the determination date, regardless of changes in the price of our common stock. However, after obtaining the required ownership level, executive | CIVITAS RESOURCES, INC. 2023 Proxy Statement | | | 35 | | | | |
officers may only sell shares if, after the sale of such shares, such executive officer will still be in compliance with the ownership requirements as of the day the shares are sold based on the then-current share price and salary level. The Compensation Committee monitors stock ownership levels on an annual basis. If an executive is promoted to a position with a higher salary multiple, such executive will have two years from the date of the change in position to reach the higher expected stock ownership level, but still must meet the prior expected ownership level within the original five-year period. Executives who do not satisfy the ownership requirements within the time required must hold one hundred percent (100%) of the net shares acquired through the LTIPs until the ownership levels are satisfied. Shares owned outright, including shares purchased as part of any co-investment requirement, and unvested restricted shares and shares underlying unvested restricted stock units that, in each case, vest solely based on time and continued employment count towards satisfaction of the guidelines, but unvested performance-based restricted shares and shares underlying unvested performance stock units do not. Clawback Policy The Compensation Committee adopted a clawback policy (the “Clawback Policy”) that complies with the NYSE’s new clawback rules promulgated under Section 10D of the Exchange Act and the rules promulgated thereunder. In the event the Company is required to prepare an accounting restatement of its financial statements due to the Company’s material noncompliance with any such financial reporting requirement, the Clawback Policy requires that covered executives must reimburse the Company, or forfeit, any excess incentive-based compensation received by such covered executive during the three completed fiscal years immediately preceding the date on which the Company is required to prepare the restatement. Executives covered by the Clawback Policy are current and former executive officers, as determined by the Compensation Committee in accordance with Section 10D of the Exchange Act and the NYSE listing standards. Incentive-based compensation subject to the Clawback Policy includes any cash or equity compensation that is granted, earned, or vested based wholly or in part on the attainment of a financial reporting measure. The amount subject to recovery is the excess of the incentive-based compensation received based on the erroneous data over the incentive-based compensation that would have been received had it been based on the restated results. The Clawback Policy will only apply to incentive-based compensation received on or after October 2, 2023. Tax Considerations Our Compensation Committee considers tax and accounting rules and regulations when structuring the executive compensation paid to our named executive officers, including the following: Tax Gross-Ups. Our arrangements with our executive officers do not provide a “gross-up” or other reimbursement payment for any tax liability that such officer might owe as a result of the application of CIVITAS RESOURCES, INC. 2024 Proxy Statement 35
Section 409A of the Code or with respect to Sections 280G and 4999 of the Code (which may provide for, among other things, an excise tax on certain golden parachute payments received by the executives upon a change in control of the Company), and we have not agreed and are not otherwise obligated to provide any named executive officers with such a “gross-up” or other reimbursement. Our arrangements, including the Severance Plan, generally provide that if any payments upon a change in control constitute “parachute payments” (as defined under Section 280G of the Code), then such payments may be either paid in full or reduced so that such payments are less than the limitation under Section 280G, whichever produces the better after-tax result for the executive officer. Indemnification and Exculpation Our certificate of incorporation and bylaws provide indemnification rights to our directors and officers and permit us to purchase insurance on behalf of any officer, director, employee, or other agent for any liability arising out of that person’s actions as our officer, director, employee, or agent, regardless of whether Delaware law would mandate indemnification. Additionally, we have entered into separate indemnity agreements with our directors and officers to provide additional indemnification benefits, including the right to receive, in advance, reimbursements for expenses incurred in connection with a defense for which the director or officer is entitled to indemnification. Our certificate of incorporation also provides that none of our officers will be liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as an officer, other than (a) for any breach of the officer’s duty of loyalty to the Company or its stockholders, (b) for any act or omission not in good faith or which involved intentional misconduct or a knowing violation of law, (c) for any transaction from which the officer derived an improper personal benefit, or (d) for any action by or in the right of the Company. We believe that the limitation of liability provisions in our certificate of incorporation, bylaws, and the indemnity agreements will facilitate our ability to continue to attract and retain qualified individuals to serve as directors and officers. | CIVITAS RESOURCES, INC. 2023 Proxy Statement | | | 36 | | | | |
CIVITAS RESOURCES, INC. 2024 Proxy Statement 36
COMPENSATION COMMITTEE REPORTCompensation Committee Report
The information contained in this Compensation Committee Report shall not be deemed to be “soliciting material” or to be “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that the Company specifically incorporates such information. The Compensation Committee of the Company has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussion, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement and be incorporated by reference into the Annual Report on Form 10-K filed by the Company with the SEC on February 22, 2023.27, 2024. Compensation Committee of the Board Howard A. Willard III, Chair Morris R. Clark, Member Wouter van Kempen, Member Jeffrey E. Wojahn, Member | CIVITAS RESOURCES, INC. 2023 Proxy Statement | | | 37 | | | | |
CIVITAS RESOURCES, INC. 2024 Proxy Statement 37
EXECUTIVE COMPENSATION TABLES AND OTHER COMPENSATION DISCLOSUREExecutive Compensation Tables and other Compensation Disclosure
20222023 Summary Compensation Table
The following table contains information concerning the annual compensation for services provided to us by our named executive officers during the fiscal years ended December 31, 2023, 2022, 2021, and 2020.2021. Name and Principal Position(1) | | | Year | | | Salary ($)(2) | | | Stock Awards ($)(3) | | | Non-Equity Incentive Plan Compensation ($)(4) | | | All Other Compensation ($)(5) | | | Total ($) | | M. Christopher Doyle President and Chief Executive Officer | | | | | 2022 | | | | | | 850,000 | | | | | | 8,731,021 | | | | | | — | | | | | | 44,397 | | | | | | 9,625,418 | | | Marianella Foschi Chief Financial Officer | | | | | 2022 | | | | | | 599,327 | | | | | | 1,911,094 | | | | | | 124,264(6) | | | | | | 48,978 | | | | | | 2,683,663 | | | | | | 2021 | | | | | | 88,462 | | | | | | — | | | | | | — | | | | | | 1,462 | | | | | | 89,924 | | | Matthew R. Owens Chief Operating Officer | | | | | 2022 | | | | | | 729,615 | | | | | | 2,326,466 | | | | | | — | | | | | | 25,030 | | | | | | 3,081,111 | | | Travis L. Counts Chief Legal Officer and Secretary | | | | | 2022 | | | | | | 275,625 | | | | | | 2,570,397 | | | | | | — | | | | | | 40,455 | | | | | | 2,886,477 | | | Sandra K. Garbiso Chief Accounting Officer and Treasurer | | | | | 2022 | | | | | | 521,154 | | | | | | 1,107,882 | | | | | | — | | | | | | 54,320 | | | | | | 1,683,356 | | | | | | 2021 | | | | | | 306,483 | | | | | | 870,785 | | | | | | 220,644 | | | | | | 19,280 | | | | | | 1,417,192 | | | | | | 2020 | | | | | | 270,133 | | | | | | 371,954 | | | | | | 250,129 | | | | | | 19,091 | | | | | | 911,307 | | | Benjamin Dell(7) Former Interim Chief Executive Officer | | | | | 2022 | | | | | | — | | | | | | 372,913 | | | | | | — | | | | | | 631,243 | | | | | | 1,004,156 | | | Eric Greager(8) Former President and Chief Executive Officer | | | | | 2022 | | | | | | 80,385 | | | | | | — | | | | | | — | | | | | | 11,365,523 | | | | | | 11,445,908 | | | | | | 2021 | | | | | | 529,808 | | | | | | 1,865,983 | | | | | | 521,336 | | | | | | 20,893 | | | | | | 2,938,020 | | | | | | 2020 | | | | | | 473,166 | | | | | | 1,196,349 | | | | | | 586,182 | | | | | | 18,468 | | | | | | 2,274,165 | | | Dean Tinsley(9) Former Senior Vice President, Operations | | | | | 2022 | | | | | | 348,775 | | | | | | 1,240,783 | | | | | | — | | | | | | 4,972,028 | | | | | | 6,561,586 | | | | | | 2021 | | | | | | 340,309 | | | | | | 1,119,541 | | | | | | 244,284 | | | | | | 19,011 | | | | | | 1,723,145 | | | | | | 2020 | | | | | | 299,076 | | | | | | 556,835 | | | | | | 276,928 | | | | | | 18,374 | | | | | | 1,151,213 | | | Cyrus D. Marter(10) Former General Counsel and Secretary | | | | | 2022 | | | | | | 415,000 | | | | | | 1,440,190(10) | | | | | | — | | | | | | 2,866,367 | | | | | | 4,721,557 | | | | | | 2021 | | | | | | 358,300 | | | | | | 1,243,953 | | | | | | 248,224 | | | | | | 19,333 | | | | | | 1,869,810 | | | | | | 2020 | | | | | | 298,145 | | | | | | 625,364 | | | | | | 285,806 | | | | | | 18,395 | | | | | | 1,227,710 | | |
| Name and Principal Position(1) | | | Year | | | Salary ($)(2) | | | Bonus ($)(3) | | | Stock Awards ($)(4) | | | Non-Equity Incentive Plan Compensation ($)(5) | | | All Other Compensation ($)(6) | | | Total ($) | | | M. Christopher Doyle President and Chief Executive Officer | | | 2023 | | | 1,352,500 | | | 2,047,500 | | | 9,008,479 | | | — | | | 54,666 | | | 12,463,145 | | | 2022 | | | 850,000 | | | — | | | 8,731,021 | | | — | | | 44,397 | | | 9,625,418 | | | Marianella Foschi Chief Financial Officer and Treasurer | | | 2023 | | | 729,952 | | | 760,000 | | | 3,493,030 | | | — | | | 33,143 | | | 5,016,125 | | | 2022 | | | 599,327 | | | — | | | 1,911,094 | | | 124,264(7) | | | 48,978 | | | 2,683,663 | | | 2021 | | | 88,462 | | | — | | | — | | | — | | | 1,462 | | | 89,924 | | | Thomas Hodge Walker Chief Operating Officer | | | 2023 | | | 552,418 | | | 765,000 | | | 4,974,970 | | | — | | | 520 | | | 6,292,908 | | | Travis L. Counts Chief Administrative Officer and Secretary | | | 2023 | | | 741,058 | | | 755,000 | | | 3,161,580 | | | — | | | 58,662 | | | 4,716,300 | | | 2022 | | | 275,625 | | | — | | | 2,570,397 | | | — | | | 40,455 | | | 2,886,477 | | | Jeffrey S. Kelly Chief Transformation Officer | | | 2023 | | | 237,500 | | | 325,000 | | | 2,584,698 | | | — | | | 10,500 | | | 3,157,698 | | | Matthew R. Owens(8) Former Chief Operating Officer | | | 2023 | | | 213,462 | | | — | | | 3,447,178 | | | — | | | 3,209,646 | | | 6,870,286 | | | 2022 | | | 729,615 | | | — | | | 2,326,466 | | | — | | | 25,030 | | | 3,081,111 | |
(1)
Mr. Doyle joined the Company as its President and Chief Executive Officer on May 2, 2022, and replaced Mr. Dell, who was serving the Company’s Interim Chief Executive Officer. Mr. Dell served as Interim Chief Executive Officer from January 31, 2022 until May 2, 2022, replacing Mr. Greager whose served as the Company’s President and Chief Executive Officer until his employment terminated effective January 31, 2022. Mr. Counts joined the Company as its Chief Legal Officer and Secretary on August 1, 2022 and, replaced Mr. Marter, who servedin October 2023, transitioned to serve as the Company’s General CounselChief Administrative Officer and Corporate Secretary. Mr. Walker and Mr. Kelly joined the Company in their respective roles in April 2023 and August 2023, respectively. (2)
The following are the annual base salaries payable to each of the named executive officers as of December 31, 2022:2023: Mr. Doyle, $1,300,000;$1,365,000; Ms. Foschi, $603,750;$760,000; Mr. Owens, $735,000;Walker, $765,000; Mr. Counts, $682,500;$755,000; and Ms. Garbiso, $525,000.Mr. Kelly, $650,000. See ““20222023 Compensation Actions — Actions—Base Salary”Salary” above for further information. | CIVITAS RESOURCES, INC. 2023 Proxy Statement | | | 38 | | | | |
(3)
Reflects a one-time special transaction cash bonus paid award received in recognition of the efforts of Messrs. Doyle, Walker, Counts and Kelly, and Ms. Foschi in connection with the Company’s large-scale acquisitions in 2023.See “Special Transaction Bonus Awards” above for further information. (4)
Reflects the aggregate grant date fair value of RSU and PSU awards granted in 2022,2023, computed in accordance with ASC Topic 718. It does not reflect the actual value that may be realized by the named executive officer. The discussion of the assumptions used in calculating the aggregate grant date fair value of the RSU and PSU awards can be found in Note 7 to the financial statements as set forth in the Company’s Form 10-K filed with the SEC on February 22, 2023.27, 2024. Aggregate grant date fair value of the PSU awards granted in 20222023 to each named executive officer, assuming maximum performance achievement, are as follows: $10,967,528$15,802,266 for Mr. Doyle, $3,007,606Doyle; $6,127,346 for Ms. Foschi, $3,661,354Foschi; $5,882,913 for Mr. Owens, $2,925,566Walker; $5,521,769 for Mr. Counts,Counts; $3,434,846 for Mr. Kelly; and $1,743,533$5,375,036 for Ms. Garbiso.Mr. Owens. There were no stock options granted in 2022.2023. (4)(5)
There were no bonuses earned under the Company’s STIP in 2022.2023. On November 1, 2021, our Board determined that the Company’s executive officers would no longer participate in STIP. Amounts in this column for Ms. Garbiso and Messrs. Greager, Tinsley, and Marter represent the bonuses earned under the Company’s STIP in each of 2020 and 2021, but were not paid until 2021 and 2022, respectively. CIVITAS RESOURCES, INC. 2024 Proxy Statement 38
(6)
All Other Compensation for 20222023 included the following: Named Executive Officer | | | Reserved Parking ($)(A) | | | 401(k) Employer Match ($) | | | Dividend Equivalents ($)(B) | | | Air Travel ($)(C) | | | Relocation Allowance ($)(D) | | | Vacation Payout ($)(E) | | | Severance ($)(F) | | | Consulting Fees ($)(G) | | | Total ($) | | M. Christopher Doyle | | | | | 2,320 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 42,077 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 44,397 | | | Marianella Foschi | | | | | 3,480 | | | | | | 18,300 | | | | | | 2,546 | | | | | | 0 | | | | | | 24,652 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 48,978 | | | Matthew R. Owens | | | | | 3,480 | | | | | | 18,300 | | | | | | 3,250 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 25,030 | | | Travis Counts | | | | | 1,450 | | | | | | 14,175 | | | | | | 0 | | | | | | 0 | | | | | | 24,830 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 40,455 | | | Sandra Garbiso | | | | | 3,480 | | | | | | 18,300 | | | | | | 32,540 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 54,320 | | | Benjamin Dell | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 483,883 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 483,883 | | | Eric Greager | | | | | 290 | | | | | | 18,300 | | | | | | 218,985 | | | | | | 0 | | | | | | 0 | | | | | | 92,308 | | | | | | 10,635,640 | | | | | | 400,000 | | | | | | 11,365,523 | | | Dean Tinsley | | | | | 2,030 | | | | | | 18,300 | | | | | | 240,316 | | | | | | 0 | | | | | | 0 | | | | | | 66,715 | | | | | | 4,644,667 | | | | | | 0 | | | | | | 4,972,028 | | | Cyrus D. Marter | | | | | 2,320 | | | | | | 18,300 | | | | | | 200,477 | | | | | | 0 | | | | | | 0 | | | | | | 78,751 | | | | | | 2,566,519 | | | | | | 0 | | | | | | 2,866,367 | | |
| Named Executive Officer | | | Reserved Parking ($)(A) | | | 401(k) Employer Match ($) | | | Relocation Allowance ($)(B) | | | Vacation Payout ($)(C) | | | Severance ($)(D) | | | Total ($) | | | M. Christopher Doyle | | | — | | | 19,800 | | | 34,866 | | | — | | | — | | | 54,666 | | | Marianella Foschi | | | 780 | | | 19,800 | | | 12,563 | | | — | | | — | | | 33,143 | | | T. Hodge Walker | | | 520 | | | — | | | — | | | — | | | — | | | 520 | | | Travis L. Counts | | | 520 | | | 19,800 | | | 38,342 | | | — | | | — | | | 58,662 | | | Jeffrey S. Kelly | | | — | | | 10,500 | | | — | | | — | | | — | | | 10,500 | | | Matthew R. Owens | | | 260 | | | 16,659 | | | — | | | 64,182 | | | 3,128,545 | | | 3,209,646 | |
(A)
Parking is available to all employees. The amount listed includes excess costs for reserved parking. (B)
Reflects dividend equivalents paid in cash on vested RSUs and PSUs.
(C)
Reflects the cost of private aircraft usage (based on invoices received by the Company) while Mr. Dell served as the Company’s Interim Chief Executive Officer.
(D)
Messrs. Doyle and Counts maywere eligible to receive reimbursement of up to $200,000 and $150,000, respectively, in substantiated relocation expenses incurred during the 18-month period commencing on May 2, 2022 and August 1, 2022, respectively. The amounts reflected are expenses incurred through December 31, 2022. Forduring fiscal year 2023. Ms. Foschi includes costs incurredis eligible to receive reimbursement of up to $150,000 for her travel in lieu of relocation between Houston and Denver that covers expenses for 2022 ($24,652) through August 2024. The amount reflected is expenses incurred during fiscal year 2023 (based on invoices received by the Company). (E)(C)
Reflects vacation payoutspayout for Messrs. Greager, Tinsley, and Marter, effective upon theirMr. Owens in connection with his termination dates from the Company. (F)(D)
Reflects the value of severance benefits received by each Messrs. Greager, Tinsley, and MarterMr. Owens under his respective severance or retirement agreement.the Owens Severance Agreement. For Mr. Greager,Owens, includes (i) $2,400,000$1,222,500 representing a lump-sumMr. Owens’ cash severance payment,paid through December 31, 2023, (ii) $8,208,965$1,891,334 representing the accelerationincremental fair value, computed in accordance with ASC Topic 718, associated with modifications made to certain of all
| CIVITAS RESOURCES, INC. 2023 Proxy Statement | | | 39 | | | | |
outstandingMr. Owens’ RSUs and PSUs that were outstanding as of his separation date in accordance with the terms of the Owens Severance Agreement (and does not reflect the actual value that was realized by Mr. Owens), and (iii) $26,875$14,711 representing reimbursement for COBRA premiums through December 31, 2022.2023. See “Severance Agreement with Mr. Greager” above for further information. For Mr. Tinsley, includes (i) $1,176,000 representing a lump-sum cash severance payment, (ii) $3,461,312 representing the acceleration of all outstanding RSUs and PSUs, and (iii) $7,355 representing reimbursement for COBRA premiums through December 31, 2022. See “Severance Agreement with Mr. Tinsley” above for further information. For Mr. Marter, includes (i) $2,559,164 representing the acceleration of all outstanding RSUs and PSUs granted to Mr. Marter in 2020 and 2021 and (ii) $7,355 representing reimbursement for COBRA premiums through December 31, 2022. See “Retirement Agreement with Mr. MarterOwens” above for further information.
(H)
The amount reflected includes consulting fees paid to Mr. Greager during 2022. See “Severance Agreement with Mr. Greager” above for further information.
(6)(7)
Ms. Foschi received a one-time cash payment pursuant to the Extraction LTIP.
(7)
Mr. Dell served as Interim Chief Executive Officer from January 31, 2022 until May 2, 2022. During his service as Interim Chief Executive Officer at the Company, he remained an employee of Kimmeridge and did not receive any compensation directly from the Company for his service as Interim Chief Executive Officer or participate in any of the Company’s employee benefits plans. The amounts reflected for Mr. Dell include private aircraft usage during the period he served as Interim Chief Executive Officer, and were paid by the Company to Kimmeridge.
(8)
Mr. Greager’sOwens’ employment with the Company terminated effective January 31, 2022.
(9)
Mr. Tinsley’s employment with the Company terminated effective August 1, 2022.
(10)
Mr. Marter retired from the Company effective August 5, 2022. The RSU and PSU awards Mr. Marter received in 2022 were forfeited upon his retirement from the Company.April 3, 2023.
| CIVITAS RESOURCES, INC. 2023 Proxy Statement | | | 40 | | | | |
CIVITAS RESOURCES, INC. 2024 Proxy Statement 39
20222023 Grants of Plan-Based Awards
The following table sets forth information concerning each grant of an award made in 20222023 to our named executive officers. | | | | | | | | | Committee Approval Date | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards; Number of Shares of Stock or Units (#) | | | Grant Date Fair Value of Stock Awards ($)(3) | | Name(1) | | | Grant Date | | | Threshold (#) | | | Target (#) | | | Maximum (#) | | M. Christopher Doyle | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | RSUs | | | | | 05/02/22 | | | | | | 04/20/22 | | | | | | — | | | | | | — | | | | | | — | | | | | | 56,376(4) | | | | | | 3,247,257 | | | PSUs – aTSR(5) | | | | | 05/02/22 | | | | | | 04/20/22 | | | | | | 11,607 | | | | | | 46,427 | | | | | | 92,854 | | | | | | — | | | | | | 3,686,304 | | | PSUs – rTSR(6) | | | | | 05/02/22 | | | | | | 04/20/22 | | | | | | 5,804 | | | | | | 23,214 | | | | | | 46,428 | | | | | | — | | | | | | 1,797,460 | | | Marianella Foschi | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | RSUs | | | | | 02/23/22 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 8,887(4) | | | | | | 407,291 | | | PSUs – aTSR(5) | | | | | 02/23/22 | | | | | | — | | | | | | 4,443 | | | | | | 17,773 | | | | | | 35,546 | | | | | | — | | | | | | 980,714 | | | PSUs – rTSR(6) | | | | | 02/23/22 | | | | | | — | | | | | | 2,222 | | | | | | 8,887 | | | | | | 17,774 | | | | | | — | | | | | | 523,089 | | | Matthew R. Owens | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | RSUs | | | | | 02/23/22 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 10,818(4) | | | | | | 495,789 | | | PSUs – aTSR(5) | | | | | 02/23/22 | | | | | | — | | | | | | 5,409 | | | | | | 21,637 | | | | | | 43,274 | | | | | | — | | | | | | 1,193,930 | | | PSUs – rTSR(5) | | | | | 02/23/22 | | | | | | — | | | | | | 2,705 | | | | | | 10,818 | | | | | | 21,636 | | | | | | — | | | | | | 636,747 | | | Travis L. Counts | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | RSUs | | | | | 08/01/22 | | | | | | 06/28/22 | | | | | | — | | | | | | — | | | | | | — | | | | | | 19,143(4) | | | | | | 1,107,614 | | | PSUs – aTSR(5) | | | | | 08/01/22 | | | | | | 06/28/22 | | | | | | 3,137 | | | | | | 12,548 | | | | | | 25,096 | | | | | | — | | | | | | 996,688 | | | PSUs – rTSR(6) | | | | | 08/01/22 | | | | | | 06/28/22 | | | | | | 1,569 | | | | | | 6,274 | | | | | | 12,548 | | | | | | — | | | | | | 466,095 | | | Sandra K. Garbiso | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | RSUs | | | | | 02/23/22 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 5,152(4) | | | | | | 236,116 | | | PSUs – aTSR(5) | | | | | 02/23/22 | | | | | | — | | | | | | 2,576 | | | | | | 10,303 | | | | | | 20,606 | | | | | | — | | | | | | 568,520 | | | PSUs – rTSR(6) | | | | | 02/23/22 | | | | | | — | | | | | | 1,288 | | | | | | 5,152 | | | | | | 10,304 | | | | | | — | | | | | | 303,247 | | | Benjamin Dell(7) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | RSUs | | | | | 06/01/22 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,662 | | | | | | 372,913 | | | PSUs – aTSR | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | PSUs – rTSR | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | Eric T. Greager(8) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | RSUs | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | PSUs – aTSR | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | PSUs – rTSR | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | Dean Tinsley(9) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | RSUs | | | | | 02/23/22 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 5,770(4) | | | | | | 264,439 | | | PSUs – aTSR(5) | | | | | 02/23/22 | | | | | | — | | | | | | 2,885 | | | | | | 11,539 | | | | | | 23,078 | | | | | | — | | | | | | 636,722 | | | PSUs – rTSR(6) | | | | | 02/23/22 | | | | | | — | | | | | | 1,443 | | | | | | 5,770 | | | | | | 11,540 | | | | | | — | | | | | | 339,622 | | | Cyrus “Skip” Marter(10) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | RSUs | | | | | 02/23/22 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 6,697(4) | | | | | | 306,924 | | | PSUs – aTSR(5) | | | | | 02/23/22 | | | | | | — | | | | | | 3,349 | | | | | | 13,394 | | | | | | 26,788 | | | | | | — | | | | | | 739,081 | | | PSUs – rTSR(6) | | | | | 02/23/22 | | | | | | — | | | | | | 1,674 | | | | | | 6,697 | | | | | | 13,394 | | | | | | — | | | | | | 394,185 | | |
| Name(1) | | | Grant Date | | | Committee Approval Date | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards; Number of Shares of Stock or Units (#)(3) | | | Grant Date Fair Value of Stock Awards ($)(4) | | | Threshold (#) | | | Target (#) | | | Maximum (#) | | | M. Christopher Doyle | | | | | | | | | | | | | | | | | | | | | | | | RSUs | | | 02/28/23 | | | — | | | — | | | — | | | — | | | 28,292 | | | 1,985,250 | | | PSUs—aTSR(5) | | | 02/28/23 | | | — | | | 6,601 | | | 66,014 | | | 148,532 | | | — | | | 7,023,229 | | | Marianella Foschi | | | | | | | | | | | | | | | | | | | | | | | | RSUs | | | 02/28/23 | | | — | | | — | | | — | | | — | | | 10,970 | | | 769,765 | | | PSUs—aTSR(5) | | | 02/28/23 | | | — | | | 2,560 | | | 25,597 | | | 57,593 | | | — | | | 2,723,265 | | | T. Hodge Walker | | | | | | | | | | | | | | | | | | | | | | | | RSUs | | | 04/05/23 | | | 04/03/23 | | | — | | | — | | | — | | | 32,883 | | | 2,360,342 | | | PSUs—aTSR(5) | | | 04/05/23 | | | 04/03/23 | | | 2,414 | | | 24,138 | | | 54,311 | | | — | | | 2,614,628 | | | Travis L. Counts | | | | | | | | | | | | | | | | | | | | | | | | RSUs | | | 02/28/23 | | | — | | | — | | | — | | | — | | | 7,265 | | | 509,785 | | | PSUs—aTSR(5) | | | 02/28/23 | | | — | | | 1,695 | | | 16,953 | | | 38,144 | | | — | | | 1,803,630 | | | RSUs | | | 11/08/23 | | | 10/19/23 | | | — | | | — | | | — | | | 2,907 | | | 197,676 | | | PSUs—aTSR(5) | | | 11/08/23 | | | 10/19/23 | | | 678 | | | 6,783 | | | 15,262 | | | — | | | 650,490 | | | Jeffrey S. Kelly | | | | | | | | | | | | | | | | | | | | | | | | RSUs | | | 08/14/23 | | | 08/02/23 | | | — | | | — | | | — | | | 13,609 | | | 1,058,100 | | | PSUs—aTSR(5) | | | 08/14/23 | | | 08/02/23 | | | 1,251 | | | 12,509 | | | 28,145 | | | — | | | 1,526,598 | | | Matthew R. Owens(6) | | | | | | | | | | | | | | | | | | | | | | | | RSUs | | | 02/28/23 | | | — | | | — | | | — | | | — | | | 10,826 | | | 759,660 | | | PSUs—aTSR(5) | | | 02/28/23 | | | — | | | 2,526 | | | 25,261 | | | 56,837 | | | — | | | 2,687,518 | |
(1)
Awards granted to Ms. Foschi, Mr. Owens, and Mr. Dell were granted under the Extraction LTIP. Awards granted to all other named executive officers were granted under the 2021Extraction LTIP. The awards
| CIVITAS RESOURCES, INC. 2023 Proxy Statement | | | 41 | | | | |
granted to each of Messrs. DoyleWalker and CountsKelly were granted on the date hissuch executive’s employment with the Company commenced and, as reflected in the Committee Approval Date column, such grants were approved prior to such grant date. Mr. Counts received additional awards in connection with his appointment as Chief Administrative Officer and Secretary and, as reflected in the Committee Approval Date column, such grants were approved prior to the grant date. All other grants were approved on the same date as the grant date. (2)
These amounts represent the threshold, target, and maximum payouts under the PSU awards granted to each of the named executive officers in 20222023 under the 2021 LTIP and Extraction LTIP. The PSUs have a three-year performance period beginning on NovemberJanuary 1, 2021 (the date of the merger)2023 through December 31, 20242025 (the “Performance Period”) with cliff vesting and will be payable in shares of common stock based upon the achievement by the Company over the Performance Period of either absolute TSR or relative TSR performance criteria, as described in ““20222023 Compensation Actions — Actions—Long-Term Equity Based Incentives”Incentives” above. (3)
Reflects the number of RSUs granted in 2023. The RSUs will vest in three equal installments on each of the first three anniversaries of the date of grant. (4)
Reflects the aggregate grant date fair value of RSUs and PSUs, computed in accordance with ASC Topic 718, and does not reflect the actual value that may be realized by the named executive officer. The discussion of the assumptions used in calculating the aggregate grant date fair value of the RSU awards for purposes of the Company’s financial statements can be found in Note 7 to the financial statements as set forth in the Company’s Form 10-K filed with the SEC on February 22, 2023.27, 2024. The grant date fair value for PSUs is calculated based on a stochastic process using the Geometric Brownian motion model. These values have been determined under the principles used to calculate the grant date fair value of equity awards for purposes of the Company’s financial statements, as set forth in Note 7 to the financial statements as set forth in the Company’s Form 10-K filed with the SEC on February 22, 2023.
27, 2024.(4)
Reflects the number of RSUs granted in 2022. The RSUs will vest in three equal installments on each of the first three anniversaries of the date of grant.
(5)
The PSUs subject to performance criteria based on absolute TSR performance vest based on the Company’s absolute TSR performance during the Performance Period. See “20222023 Compensation Actions — Actions—Long-Term Equity Based Incentives” above for further information. CIVITAS RESOURCES, INC. 2024 Proxy Statement 40
(6)
The PSUs subject to performance criteria based on relative TSR performance vest based on the Company’s relative TSR performance during the Performance Period. See “2022 Compensation Actions — Long-Term Equity Based Incentives” above for further information.
(7)
Mr. Dell served as interim Chief Executive Officer from January 31, 2022 until May 2, 2022. During his service as interim Chief Executive Officer of the Company, he remained an employee of Kimmeridge and did not receive any compensation directly from the Company for his service as interim Chief Executive Officer or participate in any of the Company’s employee benefits plans. Mr. Dell was granted RSUs under the Extraction LTIP in connection with his service as a director of the Company. Mr. Dell’s RSU award is structured so that one-quarter of the award vests each quarter, and dividends on both vested and unvested RSUs are paid out on a current basis, but the shares underlying his RSU award will not be released to him until he leaves the Board (which occurred on February 22, 2023, when Mr. Dell resigned from the Board). See “Director Compensation” below for more information regarding directors’ deferred RSU awards.
(8)
Mr. Greager’sOwens’ employment with the Company terminated effective January 31, 2022.
(9)
Mr. Tinsley’s employment with the Company terminated effective August 1, 2022.April 3, 2023. Pursuant to the terms of the TinsleyOwens Severance Agreement, he received accelerating vesting of a pro-rata portion of his unvested RSUs and PSUs, including the RSUs and PSUs granted to him on February 23, 2022 (with hisin 2023, with actual performance for PSUs vesting at their “target” performance level).
(10)
Mr. Marter retired from the Company effective August 5, 2022. All RSUs and PSUs granted to Mr. Marter in 2022 under the Company’s 2021 LTIP were forfeited without considerationmeasured as of his retirementMr. Owens’ termination date.
Narrative Discussion of Summary Compensation Table and 20222023 Grants of Plan-Based Awards Table Our executive compensation policies and practices, pursuant to which the compensation set forth in the Summary Compensation Table and 20222023 Grants of Plan-Based Awards Table was paid or awarded, are described in detail above in the CD&A. | CIVITAS RESOURCES, INC. 2023 Proxy Statement | | | 42 | | | | |
2022 Outstanding Equity Awards at Fiscal Year-End
The following table sets forth certain information with respect to the outstanding stock awards held by our named executive officers at the end of fiscal year 2022.2023. | | | | | | | | | Option Awards | | | Stock Awards | | | | | | | | | | | Non-Qualified Stock Options | | | Restricted Stock Units | | | Performance Stock Unit Awards | | Name | | | Grant Date | | | Number of Securities Underlying Unexercised Options (#) Exercisable | | | Number of Securities Underlying Unexercised Options (#) Unexercisable | | | Option Exercise Price ($) | | | Option Expiration Date | | | Number of Shares or Units of Stock That Have not Vested (#) | | | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | | | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | M. Christopher Doyle | | | | | 05/02/22 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 56,376(2) | | | | | | 3,265,862 | | | | | | 69,641(3) | | | | | | 4,034,303 | | | Marianella Foschi | | | | | 01/20/21 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 11,008(4) | | | | | | 637,693 | | | | | | 49,537(4)(5) | | | | | | 2,869,678 | | | | | | | | 02/23/22 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 8,887(2) | | | | | | 514,824 | | | | | | 26,660(3) | | | | | | 1,544,414 | | | Matthew R. Owens | | | | | 01/20/21 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 14,052(4) | | | | | | 814,032 | | | | | | 63,239(4)(5) | | | | | | 3,663,435 | | | | | | | | 02/23/22 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 10,818 | | | | | | 626,687 | | | | | | 32,455(3) | | | | | | 1,880,118 | | | Travis L. Counts | | | | | 08/01/22 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 19,143(2) | | | | | | 1,108,954 | | | | | | 18,822(3) | | | | | | 1,090,358 | | | Sandra K. Garbiso | | | | | 06/22/20 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,903(2) | | | | | | 168,171 | | | | | | — | | | | | | — | | | | | | | | 05/28/21 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,000(2) | | | | | | 231,720 | | | | | | 9,371(3) | | | | | | 542,862 | | | | | | | | 02/23/22 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 5,152(2) | | | | | | 298,455 | | | | | | 15,455(3) | | | | | | 895,308 | | | Benjamin Dell(6) | | | | | 06/01/22 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,331(2) | | | | | | 135,035 | | | | | | — | | | | | | — | | | Eric T. Greager(7) | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | Dean Tinsley(8) | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | Cyrus D. Marter(9) | | | | | 04/28/17 | | | | | | 12,380 | | | | | | — | | | | | | 34.36 | | | | | | 04/28/27 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | | | Stock Awards | | | | | | | | | Restricted Stock Unit Awards | | | Performance Stock Unit Awards | | | Name | | | Grant Date | | | Number of Shares or Units of Stock That Have not Vested (#)(1) | | | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | | | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3) | | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | | | M. Christopher Doyle | | | 05/02/22 | | | 37,584 | | | 2,569,994 | | | 69,641 | | | 4,034,303 | | | 02/28/23 | | | 28,292 | | | 1,934,607 | | | 66,014 | | | 4,514,037 | | | Marianella Foschi | | | 01/20/21 | | | 5,504(4) | | | 376,364 | | | 49,537(4)(5) | | | 3,387,340 | | | 02/23/22 | | | 5,924 | | | 405,083 | | | 26,660 | | | 1,544,414 | | | 02/28/23 | | | 10,970 | | | 750,129 | | | 25,597 | | | 1,750,323 | | | T. Hodge Walker | | | 04/05/23 | | | 32,883 | | | 2,248,540 | | | 24,138 | | | 1,650,556 | | | Travis L. Counts | | | 08/01/22 | | | 12,762 | | | 872,666 | | | 18,822 | | | 1,090,358 | | | 02/28/23 | | | 7,265 | | | 496,781 | | | 16,953 | | | 1,159,246 | | | 11/08/23 | | | 2,907 | | | 198,781 | | | 6,783 | | | 463,822 | | | Jeffrey S. Kelly | | | 08/14/23 | | | 13,609 | | | 930,583 | | | 12,509 | | | 855,365 | | | Matthew R. Owens(6) | | | — | | | — | | | — | | | — | | | — | |
(1)
The market value was calculated using the closing price of our common stock on December 30, 2022, the last trading day of fiscal year 2022, as quoted by the NYSE.
(2)
RSUs vest in three equal installments on each of the first three anniversaries of the date of grant, provided the recipient remains continuously employed through the applicable vesting dates, or if earlier, upon a change-in-control and certain termination events. (2)
The market value was calculated using the closing price of our common stock on December 29, 2023, the last trading day of fiscal year 2023, as quoted by the NYSE, which was $68.38. (3)
The amounts here reflect the target amount of the initial number of PSUs granted to the named executive officers. The number of shares of the Company’s common stock that may be issued to settle PSUs ranges from 0% to 200% for PSUs granted in 2022 and 0% to 225% for PSUs granted in 2023 of the number of PSUs awarded based upon attainment of certain pre-determined performance goals. For all PSU awards, the PSUs will be settled in shares of the Company’s common stock following the conclusion of the three-year measurement period. See ““Compensation Discussion and Analysis — 2022Analysis—2023 Compensation Actions — Actions—Long-Term Equity Based Incentives”Incentives” above for further information.information on the PSUs granted in 2023. (4)
Pursuant to the Agreement and Plan of Merger pursuant toby which Civitas merged withthe Extraction (the “Extraction Merger” and such agreement, “Extraction Merger Agreement”),was consummated, at the effective time of the Extraction Merger (the “Extraction Merger Effective Time”), Ms. Foschi’s and Mr. Owens’ awards of restricted stock unitsRSUs and performance stock unitsPSUs issued pursuant to Extraction’s 2021 Long Term Incentive Plan (the “Extraction LTIP”)the Extraction LTIP that were outstanding immediately prior to the Extraction Merger Effective Time and that by their terms did not settlevest by reason of the occurrence of the closing of the Extraction Merger (each, an “Extraction RSU Award” or an “Extraction PSU Award,”Award”, respectively) were assumed by Civitas and converted into a number of restricted stock unitsRSUs or performance stock units, respectively (a “Converted RSU” orPSUs (each, a “Converted RSU Award” or a CIVITAS RESOURCES, INC. 2024 Proxy Statement 41
“Converted PSU” Award”, respectively), with respect to shares (rounded to the nearest number of whole shares) of Civitas common stock equal to the product of the number of Extraction common stock subject to the Extraction RSU Award or Extraction
| CIVITAS RESOURCES, INC. 2023 Proxy Statement | | | 43 | | | | |
PSU Award respectively, immediately prior to the Extraction Merger Effective Time multiplied by the exchange ratio for the Extraction Merger. Each Converted RSU Award and Converted PSU continueAward continued to be governed by the same terms and conditions (including vesting and forfeiture) that were applicable to the corresponding Extraction Award immediately prior to the Extraction Merger Effective Time. Ms. Foschi’s and Mr. Owens’ Converted RSUs will continueRSU Award continued to vest in three equal installments on each of the first three anniversaries of the date of grant. (5)
Ms. Foschi’s and Mr. Owens’ Converted PSUs continuePSU Award continued to be measured pursuant to the same terms and conditions ofas the underlying Extraction PSU Award in effect immediately prior to the Extraction Merger Effective Time and will vestvested at the end of the three-year performance period on January 20, 2024 based on performance during the performance period. The performance achievement for the Converted PSUs isPSU Award was determined based on a single criterion based on the Company’s annualized absolute total stockholder return (“ATSR”ATSR”). The ATSR iswas determined based upon the performance of the Company’s common stock relative to a baseline price established at the grant date and then divided by three to produce an annualized ASTR. TheATSR. PSUs underlying the Converted PSUs willPSU Award (“Converted PSUs”) were eligible to vest at the following levels:as follows: (i) at less than 0% annualized ATSR, zero Converted PSUs vest; (ii) at 0% annualized ATSR, 50% of the Converted PSUs vest; (iii) at 10% annualized ATSR, 100% of the Converted PSUs vest; and (iv) at 20% ATSR, 200% of the Converted PSUs vest. (6)
Mr. Dell served as interim Chief Executive Officer from January 31, 2022 until May 2, 2022. During his service as interim Chief Executive Officer of the Company, he remained an employee of Kimmeridge and did not receive any compensation directly from the Company for his service as interim Chief Executive Officer or participate in any of the Company’s employee benefits plans. Mr. Dell was granted RSUs in connection with his service as a director. Mr. Dell’s RSU awards are structured so that one-quarter of the award vests each quarter, but the shares underlying his RSU award will not be released to him until he leaves the Board (which occurred on February 22, 2023, when Mr. Dell resigned from the Board). See “Director Compensation” below for more information regarding directors’ deferred RSU awards.
(7)
Mr. Greager’sOwens’ employment with the Company terminated effective January 31, 2022.April 3, 2023. He received accelerated vesting of his unvested RSUs and PSUs in accordance with the terms of the Owens Severance Agreement. See “Severance Agreement with Mr. Owens” above for further information.
(8)
Mr. Tinsley’s employment with the Company terminated effective August 1, 2022.
(9)
Mr. Marter retired from the Company effective August 5, 2022. Mr. Marter’s stock options vested in equal installments over three years on each of the first three anniversaries of the date of grant, subject to his continuous employment with the Company. In connection with his retirement from the Company, the Company extended the post-termination exercise period of his outstanding vested stock options from 90 days after his retirement to the first anniversary of his retirement (August 5, 2023).
20222023 Options Exercised and Stock Vested
The following table sets forth time-based RSUs and PSUs held by our named executive officers that vested during fiscal year 2022.2023. None of our named executive officers held or exercised any stock options during fiscal year 2023. | | | Stock Awards | | Name | | | Number of Shares Acquired on Vesting(1) | | | Value Realized on Vesting ($)(2) | | M. Christopher Doyle | | | | | 0 | | | | | | 0 | | | Marianella Foschi | | | | | 5,504 | | | | | | 304,206 | | | Matthew R. Owens | | | | | 7,027 | | | | | | 388,382 | | | Travis L. Counts | | | | | 0 | | | | | | 0 | | | Sandra Garbiso | | | | | 19,414 | | | | | | 1,236,075 | | | Benjamin Dell(3) | | | | | 7,250 | | | | | | 428,703 | | | Eric Greager(4) | | | | | 148,794 | | | | | | 8,204,965 | | | Dean Tinsley(5) | | | | | 68,771 | | | | | | 4,153,560 | | | Cyrus “Skip” Marter(6) | | | | | 51,233 | | | | | | 3,343,905 | | |
| CIVITAS RESOURCES, INC. 2023 Proxy Statement | | | 44 | | | | |
| | | | Stock Awards | | | Name | | | Number of Shares Acquired on Vesting(1) | | | Value Realized on Vesting ($)(2) | | | M. Christopher Doyle | | | 18,792 | | | 1,285,561 | | | Marianella Foschi | | | 8,467 | | | 535,450 | | | T. Hodge Walker | | | — | | | — | | | Travis L. Counts | | | 6,381 | | | 477,682 | | | Jeffrey S. Kelly | | | — | | | — | | | Matthew R. Owens(3) | | | 155,240 | | | 10,595,574 | |
(1)
The number of shares reflected in this column exhibitsreflects the gross number of RSU and PSU awards that vested prior to tax withholding. Accordingly, the named executive officers actually received fewer shares than the amounts set forth in the table above. (2)
The value realized on vesting is based upon the gross shares underlying the time-based RSU awards that vested on their relevant vesting dates and PSU awards covering the fiscal year 2020-2022 performance period that vested in fiscal year 2022 multiplied by the closing price of our common stock on the NYSE on the trading date preceding the date of settlement. (3)
Mr. Dell served as interim Chief Executive Officer from January 31, 2022 until May 2, 2022. During his service as interim Chief Executive Officer of the Company, he remained an employee of Kimmeridge and did not receive any compensation directly from the Company for his service as interim Chief Executive Officer or participate in any of the Company’s employee benefits plans. The values reflected in the table for Mr. Dell are in respect of RSU awards he received in connection with his service as a director of the Company and reflects the aggregate value of the RSU awards that vested during fiscal year 2022 as of the applicable vesting dates. The shares underlying Mr. Dell’s RSU awards were not released to him until after he resigned from the Board on February 22, 2023, and thus no value was actually realized by Mr. Dell upon vesting of his RSU awards during fiscal year 2022. See “Director Compensation” below for more information regarding directors’ deferred RSU awards. The value of Mr. Dell’s RSU awards that vested in fiscal year 2022 as of Mr. Dell’s resignation date was $448,268.
(4)
In addition to the vesting of PSURSU awards regularly scheduled to vest in 2022,2023, these amounts include accelerated vesting of the unvested equity grants Mr. GreagerOwens received on April 11, 2018, May 8, 2019, June 22, 2020,January 20, 2021, February 23, 2022, and MayFebruary 28, 2021,2023, pursuant to the terms of the GreagerOwens Severance Agreement, resulting in the vesting of 99,22514,574 RSUs and 49,569130,034 PSUs. Pursuant to the GreagerOwens Severance Agreement, on February 8, 2022, his acceleratedunvested RSU and PSU awards were settled and releasedvested as follows: (i) 99,22514,574 gross shares underlying his accelerated RSUs vested with a value realized upon settlement totaling $5,474,243$1,000,068 and (ii) 49,569130,034 gross shares underlying his accelerated PSUs vested with a value realized upon settlement totaling $2,734,722.$8,922,933. The value realized was based upon the gross shares underlying the RSU and PSU awards that vested, multiplied by the closing price of our common stock on the NYSE on February 7, 2022,May 30, 2023, the trading date preceding the release of his shares. (5)
In addition to the vesting of RSU and PSU awards regularly scheduled to vest in 2022, these amounts include accelerated vesting of the unvested equity grants Mr. Tinsley received on June 22, 2020, May 28, 2021, and February 23, 2022, pursuant to the terms of the Tinsley Severance Agreement, resulting in the vesting of 15,258 RSUs and 43,082 PSUs. Pursuant to the Tinsley Severance Agreement, on August 10, 2022 his accelerated RSU and PSU awards were settled and released as follows: (i) 15,258 gross shares underlying his accelerated RSUs with a value realized upon settlement totaling $905,257 and (ii) 43,082 gross shares underlying his accelerated PSUs with a value realized upon settlement totaling $2,556,055. The value realized was based upon the gross shares underlying the RSU and PSU awards that vested, multiplied by the closing price of our common stock on the NYSE on August 9, 2022, the trading date preceding the release of his shares.
CIVITAS RESOURCES, INC. 2024 Proxy Statement (6)42
In addition to the vesting of RSU and PSU awards regularly scheduled to vest in 2022, these amounts include accelerated vesting of the unvested equity grants Mr. Marter received on June 22, 2020 and May 28, 2021, pursuant to the terms of the Marter Retirement Agreement, resulting in the vesting of 10,595 RSUs and 28,801 PSUs. Pursuant to the Marter Retirement Agreement, on August 14, 2022 his accelerated RSU and PSU awards were settled and released as follows: (i) 10,595 gross shares underlying his accelerated RSUs with a value realized upon settlement totaling $688,251 and (ii) 28,801 gross shares underlying his accelerated PSUs with a value realized upon settlement totaling $1,870,913. The value realized was based upon the gross shares underlying the RSU and PSU awards that vested, multiplied by the closing price of our common stock on the NYSE on August 12, 2022, the trading date preceding the release of his shares. All RSUs and PSUs granted to Mr. Marter in 2022 under the Company’s 2021 LTIP were forfeited without consideration as of his retirement date.
Pension Benefits Other than our 401(k) plan, we do not have any plan that provides for retirement benefits. | CIVITAS RESOURCES, INC. 2023 Proxy Statement | | | 45 | | | | |
2022 Non-Qualified Deferred Compensation
We do not have any non-qualified deferred compensation plans. The following table provides information for Mr. Dell regarding the value of the shares of our common stock underlying deferred vested RSU awards and the aggregate value of the shares of our common stock underlying those awards as of December 31, 2022. See “Director Compensation” below for further information regarding directors’ deferred RSU awards. Name | | | Plan | | | Registrant Contributions in Last FY ($)(1) | | | Aggregate Balance at Last FYE ($)(2) | | Benjamin Dell | | | Extraction LTIP (Deferred RSU Award) | | | | | 22,006 | | | | | | 1,036,785 | | |
(1)
Represents the aggregate fair market value of shares underlying deferred vested RSUs awards as of the applicable vesting dates, computed in accordance with ASC Topic 718, as follows: (i) 4,919 deferred RSUs vested on April 20, 2021, (ii) 4,919 deferred RSUs vested on July 20, 2021, 4,918 RSU vested on October 20, 2021, (iv) 4,918 deferred RSUs vested on January 20, 2022; (v) 1,166 deferred RSUs vested on September 1, 2022, and (vi) 1,166 deferred RSUs vested on December 1, 2022. It does not reflect the actual value that may be realized by the independent director. The amount reported for Mr. Dell in the Stock Awards column of the Summary Compensation Table for 2022 (which is $372,913) reflects the grant date value of his award of 4,662 RSUs granted on June 1, 2022, computed in accordance with ASC Topic 718.
(2)
Represents the aggregate year-end fair market value of shares underlying deferred vested RSU awards, computed in accordance with ASC Topic 718. It does not reflect the actual value that may be realized by Mr. Dell.
Potential Payments Upon Termination and Change in Control The table below discloses a hypothetical amount of compensation and/or benefits due to our continuing named executive officers in the event of their termination of employment and/or in the event we undergo a change in control. The amounts disclosed assume such termination and/or such change of control was effective as of December 31, 20222023 and are calculated pursuant to the terms of the Severance Plan, as described in Compensation Discussion and Analysis — Analysis—Officer Arrangements and Severance — Severance—Eighth Amended and Restated Severance Plan. The amounts below constitute estimates of the amounts that would be paid to the continuing named executive officers upon termination of their employment and/or upon a change in control. The actual amounts to be paid are dependent on various factors, which may or may not exist at the time a continuing named executive officer is actually terminated and/or a change in control actually occurs. Therefore, such amounts and disclosures should be considered “forward-looking statements.” The table below also discloses the actual amount of compensation and/or benefits received by our named executive officers whose employment terminated prior to the date of this proxy statement. All severance benefits are generally conditioned upon the named executive officer’s compliance with the restrictive covenants set forth in his or her Restrictive Covenants Agreement. See ““Compensation Discussion and Analysis — Analysis—Officer Arrangements and Severance”Severance” above for further information. | Name | | | Payment Type | | | Termination without Cause or Resignation for Good Reason ($) | | | Termination for Disability or Death ($) | | | Termination Without Cause or Resignation for Good Reason/ Change in Control ($) | | | Retirement ($) | | | M. Christopher Doyle | | | Cash Severance(1) | | | 2,730,000 | | | — | | | 4,095,000 | | | — | | | RSUs(2) | | | 1,618,977 | | | 5,195,997 | | | 5,195,997 | | | — | | | PSUs(3) | | | 5,430,153 | | | 10,660,495 | | | 20,523,970 | | | — | | | Health Payment(4) | | | 50,365 | | | — | | | 50,365 | | | — | | | TOTAL | | | 9,829,495 | | | 15,856,492 | | | 29,865,332 | | | — | | | Marianella Foschi | | | Cash Severance(1) | | | 1,140,000 | | | — | | | 1,900,000 | | | — | | | RSUs(2) | | | 896,809 | | | 1,776,199 | | | 1,776,199 | | | — | | | PSUs(3) | | | 2,806,436 | | | 8,236,308 | | | 16,161,919 | | | — | | | Health Payment(4) | | | 8,062 | | | — | | | 12,093 | | | — | | | TOTAL | | | 4,851,307 | | | 10,012,507 | | | 19,850,211 | | | — | | | T. Hodge Walker | | | Cash Severance(1) | | | 1,147,500 | | | — | | | 1,912,500 | | | — | | | RSUs(2) | | | 600,310 | | | 2,427,752 | | | 2,427,751 | | | — | | | PSUs(3) | | | 648,280 | | | 1,946,546 | | | 4,379,728 | | | — | | | Health Payment(4) | | | 32,852 | | | — | | | 49,278 | | | — | | | TOTAL | | | 2,428,942 | | | 4,374,298 | | | 8,769,257 | | | — | | | Travis L. Counts | | | Cash Severance(1) | | | 1,132,500 | | | — | | | 1,887,500 | | | — | | | RSUs(2) | | | 378,403 | | | 1,772,353 | | | 1,772,353 | | | — | | | PSUs(3) | | | 376,640 | | | 3,262,668 | | | 6,421,019 | | | — | | | Health Payment(4) | | | 25,183 | | | — | | | 37,774 | | | — | | | TOTAL | | | 1,912,726 | | | 5,035,021 | | | 10,118,647 | | | — | |
| CIVITAS RESOURCES, INC. 2023 Proxy Statement | | | 46 | | | | |
CIVITAS RESOURCES, INC. 2024 Proxy Statement 43
Name | | | Payment Type | | | Termination without Cause or Resignation for Good Reason ($) | | | Termination for Disability or Death ($) | | | Termination Without Cause or Resignation for Good Reason/ Change in Control ($) | | | Retirement ($) | | M. Christopher Doyle(7) | | | Cash Severance(1) | | | | | 2,600,000 | | | | | | — | | | | | | 3,900,000 | | | | | | — | | | | RSUs(2) | | | | | 790,775 | | | | | | 3,551,970 | | | | | | 3,551,970 | | | | | | — | | | | PSUs(3) | | | | | 1,615,513 | | | | | | 4,387,731 | | | | | | 8,775,462 | | | | | | — | | | | Health Payment(4) | | | | | 44,131 | | | | | | — | | | | | | 44,131 | | | | | | — | | | | TOTAL | | | | | 5,050,419 | | | | | | 7,939,701 | | | | | | 16,271,563 | | | | | | — | | | Matthew R. Owens(8) | | | Cash Severance(1) | | | | | 1,470,000 | | | | | | — | | | | | | 2,205,000 | | | | | | — | | | | RSUs(2) | | | | | 628,558 | | | | | | 1,603,588 | | | | | | 1,603,588 | | | | | | — | | | | PSUs(3) | | | | | 3,135,693 | | | | | | 5,747,614 | | | | | | 12,348,955 | | | | | | — | | | | Health Payment(4) | | | | | 44,131 | | | | | | — | | | | | | 44,131 | | | | | | — | | | | TOTAL | | | | | 5,278,382 | | | | | | 7,351,203 | | | | | | 16,201,674 | | | | | | — | | | Travis L. Counts | | | Cash Severance(1) | | | | | 1,023,750 | | | | | | — | | | | | | 1,706,250 | | | | | | — | | | | RSUs(2) | | | | | 164,710 | | | | | | 1,180,022 | | | | | | 1,180,022 | | | | | | — | | | | PSUs(3) | | | | | 427,183 | | | | | | 1,160,235 | | | | | | 2,320,470 | | | | | | — | | | | Health Payment(4) | | | | | 22,066 | | | | | | | | | | | | 33,099 | | | | | | — | | | | TOTAL | | | | | 1,637,709 | | | | | | 2,340,258 | | | | | | 5,239,841 | | | | | | — | | | Marianella Foschi | | | Cash Severance(1) | | | | | 905,625 | | | | | | — | | | | | | 1,509,375 | | | | | | — | | | | RSUs(2) | | | | | 499,908 | | | | | | 1,282,698 | | | | | | 1,282,698 | | | | | | — | | | | PSUs(3) | | | | | 2,767,385 | | | | | | 4,916,092 | | | | | | 9,832,183 | | | | | | — | | | | Health Payment(4) | | | | | 8,543 | | | | | | — | | | | | | 12,815 | | | | | | — | | | | TOTAL | | | | | 4,181,461 | | | | | | 6,198,790 | | | | | | 12,637,071 | | | | | | — | | | Sandra Garbiso | | | Cash Severance(1) | | | | | 525,000 | | | | | | — | | | | | | 1,050,000 | | | | | | — | | | | RSUs(2) | | | | | 272,561 | | | | | | 782,167 | | | | | | 782,167 | | | | | | — | | | | PSUs(3) | | | | | 484,910 | | | | | | 1,605,157 | | | | | | 3,210,315 | | | | | | — | | | | Health Payment(4) | | | | | 22,066 | | | | | | — | | | | | | 33,099 | | | | | | — | | | | TOTAL | | | | | 1,304,537 | | | | | | 2,387,324 | | | | | | 5,075,581 | | | | | | — | | | Benjamin Dell(5) | | | Cash Severance | | | | | N/A | | | | | | N/A | | | | | | N/A | | | | | | N/A | | | | RSUs | | | | | N/A | | | | | | N/A | | | | | | N/A | | | | | | N/A | | | | PSUs | | | | | N/A | | | | | | N/A | | | | | | N/A | | | | | | N/A | | | | Health Payment | | | | | N/A | | | | | | N/A | | | | | | N/A | | | | | | N/A | | | | TOTAL | | | | | N/A | | | | | | N/A | | | | | | N/A | | | | | | N/A | | | Eric T. Greager(6) | | | Cash Severance | | | | | — | | | | | | — | | | | | | 2,400,000 | | | | | | — | | | | RSUs | | | | | | | | | | | | | | | | | 5,589,592 | | | | | | — | | | | PSUs | | | | | — | | | | | | — | | | | | | 2,792,346 | | | | | | — | | | | Health Payment | | | | | — | | | | | | — | | | | | | 53,351 | | | | | | — | | | | TOTAL | | | | | — | | | | | | — | | | | | | 10,835,289 | | | | | | — | | | Dean Tinsley(7) | | | Cash Severance | | | | | — | | | | | | — | | | | | | 1,176,000 | | | | | | — | | | | RSUs | | | | | — | | | | | | — | | | | | | 955,576 | | | | | | — | | | | PSUs | | | | | — | | | | | | — | | | | | | 2,696,952 | | | | | | — | | | | Health Payment | | | | | — | | | | | | — | | | | | | 33,099 | | | | | | — | | | | TOTAL | | | | | — | | | | | | — | | | | | | 4,861,627 | | | | | | — | | | Cyrus D. Marter(8) | | | Cash Severance | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | RSUs | | | | | — | | | | | | — | | | | | | — | | | | | | 746,092 | | | | PSUs | | | | | — | | | | | | — | | | | | | — | | | | | | 1,978,557 | | | | Health Payment | | | | | — | | | | | | — | | | | | | — | | | | | | 33,099 | | | | TOTAL | | | | | — | | | | | | — | | | | | | — | | | | | | 2,757,748 | | |
| CIVITAS RESOURCES, INC. 2023 Proxy Statement | | | 47 | | | | |
| Name | | | Payment Type | | | Termination without Cause or Resignation for Good Reason ($) | | | Termination for Disability or Death ($) | | | Termination Without Cause or Resignation for Good Reason/ Change in Control ($) | | | Retirement ($) | | | Jeffrey S. Kelly | | | Cash Severance(1) | | | 650,000 | | | — | | | 1,300,000 | | | — | | | RSUs(2) | | | 124,702 | | | 975,901 | | | 975,901 | | | — | | | PSUs(3) | | | 316,084 | | | 949,088 | | | 2,135,449 | | | — | | | Health Payment(4) | | | 25,183 | | | — | | | 37,774 | | | — | | | TOTAL | | | 1,115,968 | | | 1,924,990 | | | 4,449,124 | | | — | | | Matthew R. Owens(5) | | | Cash Severance | | | 1,500,000 | | | — | | | — | | | — | | | RSUs | | | 1,124,173 | | | — | | | — | | | — | | | PSUs | | | 10,032,636 | | | — | | | — | | | — | | | Health Payment | | | 44,132 | | | — | | | — | | | — | | | TOTAL | | | 12,700,941 | | | — | | | — | | | — | |
(1)
Upon termination without Cause or resignation for Good Reason (as such terms are defined in the Severance Plan), Messrs.Mr. Doyle and Owens areis entitled to a cash payment equal to 200% of theirhis base salaries,salary, payable in equal monthly installments over a 24-month period following the date of termination; Ms. Foschi and Mr.Messrs. Walker and Counts are entitled to a cash payment equal to 150% of their base salaries, payable in equal monthly installments over a 12-month period following the date of termination; and Ms. GarbisoMr. Kelly is entitled to a cash payment equal to 100% of herhis base salary, payable in equal monthly installments over a 12-month period following the date of termination. If such termination occurs within 12 months following a change in control, Messrs.Mr. Doyle and Owens areis entitled to a cash payment equal to 300% of theirhis base salaries,salary, payable in a lump sum;sum, Ms. Foschi and Mr.Messrs. Walker and Counts are entitled to a cash payment equal to 250% of their base salaries, payable in a lump sum;sum, and Ms. GarbisoMr. Kelly is entitled to a cash payment equal to 200% of herhis base salary, payable in a lump sum. (2)
Upon termination without Cause or resignation for Good Reason (as such terms are defined in the Severance Plan), a pro-rata portion of any RSUs that have not vested as of a named executive officer’s date of termination shall vest as of such termination date, except for Ms. Foschi’s RSUs granted in 2021 prior to the Extraction Merger, which would fully vest as of such termination date. The pro-rata portion is determined by a fraction, the numerator of which is (A) the number of days between the last scheduled vesting date of the applicable award and such executive’s date of termination and the denominator of which is (B) the number of days between such last scheduled vesting date and the final vesting date of the applicable award. In the event such termination occurs within 12 months following a change in control, any RSUs that have not vested as of the named executive officer’s date of termination shall fully vest as of such termination date. Upon termination due to death or Disability (as defined in the Severance Plan), any RSUs that have not vested as of the named executive officer’s date of termination will fully vest as of such termination date. The accelerated vesting of the RSU awards is based upon the closing price per share of our common stock on December 30, 2022,29, 2023, which was $57.93,$68.38, multiplied by the number of RSUs that would vest upon the occurrence of the event indicated, and then adding any accumulated cash amounts pursuant to the dividend equivalent rights attributable to any such RSUs on that date. See ““Compensation Discussion and Analysis — 2022Analysis—2023 Compensation Actions — Actions—Further Details of PSU and RSU Awards — Awards—Treatment upon Termination and Change in Control of 20222023 PSUs and RSUs”RSUs” above for further information. (3)
Upon termination without Cause or resignation for Good Reason (as such terms are defined in the Severance Plan), a pro-rata portion of any PSUs that would have vestedwill remain outstanding and eligible to vest based on actual performance at the end of the Performance Period based on actual performance (or, for PSUs awarded(which we have assumed to Ms. Garbiso prior to 2022, atbe target performance level) if the named executive officer’s employment with the Company continued through such date will vest.for purposes of this table). The pro-rata portion is determined by a fraction, the numerator of which is generally the number of days of the Performance Period the named executive officer remained an employee with the Company and the denominator of which is generally the number of days in the Performance Period. In the event such termination occurs within 12 months following a change in control, any PSUs that have not vested as of the named executive officer’s date of termination shall fully vest as of such termination date at actual performance level (or, for PSUs awarded to Ms. Garbisogranted prior to 2022,2023 and at the greater of target and actual performance level).level for PSUs granted in 2023. Upon termination due to death or Disability (as defined in the Severance Plan), all PSUs will fully vest at target performance level as of such termination date. The accelerated vesting of the CIVITAS RESOURCES, INC. 2024 Proxy Statement 44
PSUs is based upon the closing price per share of our common stock on December 30, 2022,29, 2023, which was $57.93,$68.38, multiplied by the number of prorated PSUs that would vest upon the occurrence of the event indicated, and then adding any accumulated cash amounts pursuant to the dividend equivalent rights attributable to any such PSUs on that date. See ““Compensation Discussion and Analysis — 2022Analysis—2023 Compensation Actions — Actions—Further Details of PSU and RSU Awards — Awards—Treatment upon Termination and Change in Control of 20222023 PSUs and RSUs”RSUs” above for further information.
(4)
Upon termination without Cause or resignation with Good Reason (as such terms are defined in the Severance Plan), Messrs.Mr. Doyle and Owens areis entitled to reimbursement for the cost of any COBRA premiums incurred during the 24-month period following the date of termination; and Ms. Foschi Mr.and Messrs. Walker, Counts and Ms. GarbisoKelly, are entitled to reimbursement for the cost of any COBRA premiums incurred during the 12-month period following the date of termination. If such termination occurs within 12 months following a change in control, Messrs.Mr. Doyle and Owens areis entitled to reimbursement for the cost of any COBRA premiums incurred during the 24-month period following the date of
| CIVITAS RESOURCES, INC. 2023 Proxy Statement | | | 48 | | | | |
termination; and Ms. Foschi Mr.and Messrs. Walker, Counts and Ms. GarbisoKelly, are entitled to reimbursement for the cost of any COBRA premiums incurred during the 18-month period following the date of termination. (5)
Mr. Dell served as interim Chief Executive Officer from January 31, 2022 until May 2, 2022. During his service as interim Chief Executive Officer at ofOwens’ employment with the Company he remained an employee of Kimmeridge and did not receive any compensation directly from the Company for his service as interim Chief Executive Officer or participate in any of the Company’s employee benefits plans.was terminated without “cause” effective April 3, 2023. Mr. Dell was granted RSUs in connection with his service as a director. Mr. Dell’s RSU awards are structured so that one-quarter of the award vests each quarter, but the shares underlying his RSU award will not be released to him until he leaves the Board (which occurred on February 22, 2023, when Mr. Dell resigned from the Board). Upon his resignation, Mr. Dell received a total value of approximately $1,504,695 through his vested RSUs being released and his unvested RSUs being accelerated. This value was calculated based upon the closing price per share of our common stock on February 21, 2023, which was $61.83. See “Director Compensation” below for more information regarding directors’ deferred RSU awards.
(6)
Mr. Greager separated from the Company effective January 31, 2022. The Company treated Mr. Greager’s departure as a termination without Cause in connection with a Change in Control under the Severance Plan, and Mr. GreagerOwens received the severance benefits applicable for such termination as set forth in the Severance Plan for a Tier 1 Executive, and memorialized inas modified by the GreagerOwens Severance Agreement, which included (i) a lump sum cash severance payment equal to $2,400,000$1,500,000, payable in ratable installments during the 24 months following his separation date (which the Owens Severance Agreement modified to accelerate the timing of certain installments), (ii) treatment of outstanding equity awards in accordance with their terms (which the Owens Severance Agreement modified such that (a) all of Mr. Owens’ outstanding RSUs and (ii)PSUs granted in 2022 vested (with PSUs vesting at “target” performance levels) in connection with his separation and (b) the pro-rata portion of Mr. Owens’ outstanding PSUs granted in 2021 and 2023 vested in connection with his separation instead of at the end of the performance period, with actual performance for PSUs measured as of Mr. Owens’ termination date), and (iii) Company reimbursement of COBRA premium costs for up to 24 months following thehis separation date. In addition toThe COBRA premium cost for Mr. Owens was calculated using the monthly reimbursement amount of approximately $1,839 that he received in 2023, multiplied by 24 months. Mr. Owens’ severance benefits set forthwere subject to his execution and non-revocation of a general release of claims in favor of the Severance Plan for a Tier 1 Executive, the Greager Severance Agreement provided that all unvested RSUs and PSUs held by Mr. Greager would immediately vest as of Mr. Greager’s separation date (with PSUs vesting at their “target” performance level).Company. See ““Compensation Discussion and Analysis — Analysis—Severance Agreement with Mr. Greager”Owens” above for further information. The RSU and PSU figures in the table for Mr. GreagerOwens include $172,973$1,233,808 of dividend equivalents paid in cash on his RSUs and PSUs that were accelerated.
(7)
Mr. Tinsley separated from the Company effective August 1, 2022. The Company treated Mr. Tinsley’s departure as a termination without Cause in connection with a Change in Control under the Severance Plan, and Mr. Tinsley received the severance benefits set forth in the Severance Plan for a Tier 3 Executive and memorialized in the Tinsley Severance Agreement, which included (i) a lump sum cash severance payment equal to $1,176,000 and (ii) Company reimbursement of COBRA premium costs for 18 months following the separation date. In addition to the severance benefits set forth in the Severance Plan for a Tier 3 Executive, the Tinsley Severance Agreement provided that all unvested RSUs and PSUs held by Mr. Tinsley would immediately vest as of Mr. Tinsley’s separation date (with PSUs vesting at their “target” performance level). See “Compensation Discussion and Analysis — Severance Agreement with Mr. Greager” above for further information. The RSU and PSU figures in the table for Mr. Tinsley include $191,216 of dividend equivalents paid in cash on his RSUs and PSUs that were accelerated.
(8)
Mr. Marter retired from the Company effective August 5, 2022. Mr. Marter did not receive any severance benefits under the Severance Plan in connection with his retirement. Instead, the Marter Retirement Agreement provided for the following retirement benefits: (i) all unvested RSUs and PSUs granted to Mr. Marter in 2020 and 2021 would immediately vest as of Mr. Marter’s retirement date (with PSUs vesting at their “target” performance level, and with all RSUs and PSUs granted to Mr. Marter in 2022 being forfeited without consideration as of Mr. Marter’s retirement date) and (ii) Company reimbursement of COBRA premium costs for 18 months following Mr. Marter’s retirement date. See “Compensation Discussion and Analysis — Retirement Agreement with Mr. Marter” above for further information. The RSU and PSU figures in the table for Mr. Tinsley include $165,485 of dividend equivalents paid in cash on his RSUs and PSUs that were accelerated.
CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the total compensation of our employees and the annual total compensation of our President and Chief Executive Officer (our “CEO”). During 2022, Mr. GreagerDoyle served as the Company’sour CEO until January 31, 2022, at which time Mr. Dell became our Interim CEO until May 2, 2022 at which time for fiscal year 2023. | CIVITAS RESOURCES, INC. 2023 Proxy Statement | | | 49 | | | | |
Mr. Doyle became our CEO. As permitted by Regulation S-K, for purposes of determining the CEO pay ratio, we annualized Mr. Doyle’s 2022 compensation as CEO, as described further below.
For 2022,2023, our last completed fiscal year: •
The median of the annual total compensation of all employees of our companyCompany (other than our CEO) was $177,561.$184,456. •
The annual total compensation of our CEO (annualized) was $10,075,418.$12,463,145. Based on this information for 2022,2023, the ratio of the annual total compensation of our CEO to the annual total compensation of our median employee was 56:67:1. Our pay ratio has been calculated in a manner consistent with Item 402(u) of Regulation S-K. We identified our median employee by examining the total cash compensation paid to all of our employees in 2022,2023, excluding our CEO, who were employed by us on December 30, 2022,29, 2023, the last day of our payroll year. Our employee population consisted of 353515 employees, other than the CEO, with all individuals located in the United States. This population consisted of our full-time and part-time employees. In making this determination, we annualized the compensation of all permanent employees who were hired in 2022,2023 but did not work for the entire twelve-month period. As reflected in our payroll records, for purposes of determining the total cash compensation paid, we included: the annual total compensation paid (or, in the case of hourly workers, annualized wages including overtime pay) and the amount of any cash incentives, including cash incentives earned in 2022,2023, but not paid to the employee until 2023.2024. We identified our median employee based on annual total cash compensation, we calculated annual total cash compensation for such employee using the same methodology we use for our named executive officers, as CIVITAS RESOURCES, INC. 2024 Proxy Statement 45
set forth in the Summary Compensation Table described above. For the year ended December 31, 2022,2023, the total compensation for Mr. Doyle, was $9,625,418$12,463,145 as reported in the Summary Compensation Table above. Because Mr. Doyleabove, which was appointed CEO effective May 2, 2022, we annualized his salary as disclosed in the Summary Compensation Table to arrive at a value of $10,075,418,amount used for the ratio of annual total compensation for our CEO to the annual total compensation for our median employee. The pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described above. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. Pay versus Performance The following table sets forth certain information with respect to the Company’s financial performance and the compensation paid to our named executive officers (“NEOs”) for the fiscal years ended on December 31, 2023, December 31, 2022, December 31, 2021, and December 31, 2020. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Average Summary Compensation Table Total for Non-PEO NEOs(5) | | | Average Compensation Actually Paid to Non-PEO NEOs (4)(5) | | | Value of Initial Fixed $100 Investment Based On: | | | | | | | | | | | Year | | | Summary Compensation Table Total for PEO 1(1) | | | Compensation Actually Paid to PEO 1(4) | | | Summary Compensation Table Total for PEO 2(2) | | | Compensation Actually Paid to PEO 2(4) | | | Summary Compensation Table Total for PEO 3(3) | | | Compensation Actually Paid to PEO 3(4) | | | Total Shareholder Return(6) | | | Peer Group Total Shareholder Return(6) | | | Net Income(7) | | | Relative Total Shareholder Return(8) | | 2022 | | | | $ | 9,625,418 | | | | | $ | 9,339,010 | | | | | $ | 1,004,156 | | | | | $ | 950,457 | | | | | $ | 11,445,908 | | | | | $ | 11,443,023 | | | | | $ | 3,602,958 | | | | | $ | 4,421,346 | | | | | $ | 275.14 | | | | | $ | 154.88 | | | | | $ | 1,248 | | | | 28th Percentile | | 2021 | | | | | N/A | | | | | | N/A | | | | | | N/A | | | | | | N/A | | | | | $ | 2,938,020 | | | | | $ | 9,723,776 | | | | | $ | 2,474,804 | | | | | $ | 3,977,856 | | | | | $ | 214.79 | | | | | $ | 106.29 | | | | | $ | 179 | | | | 62nd Percentile | | 2020 | | | | | N/A | | | | | | N/A | | | | | | N/A | | | | | | N/A | | | | | $ | 2,274,165 | | | | | $ | 1,297,858 | | | | | $ | 1,130,031 | | | | | $ | 910,473 | | | | | $ | 82.82 | | | | | $ | 63.42 | | | | | $ | 104 | | | | 86th Percentile | |
| CIVITAS RESOURCES, INC. 2023 Proxy Statement | | | 50 | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | | Year | | | Summary Compensation Table Total for PEO 1(1) | | | Compensation Actually Paid to PEO 1(4) | | | Summary Compensation Table Total for PEO 2(2) | | | Compensation Actually Paid to PEO 2(4) | | | Summary Compensation Table Total for PEO 3(3) | | | Compensation Actually Paid to PEO 3(4) | | | Average Summary Compensation Table Total for Non-PEO NEOs(5) | | | Average Compensation Actually Paid to Non-PEO NEOs(4)(5) | | | Total Shareholder Return(6)(8) | | | Peer Group Total Shareholder Return(6)(8) | | | Net Income(7)(8) | | | 2023 | | | $12,463,145 | | | $16,096,619 | | | N/A | | | N/A | | | N/A | | | N/A | | | $5,210,663 | | | $5,555,798 | | | $357.46 | | | $160.83 | | | $784 | | | 2022 | | | $9,625,418 | | | $9,339,010 | | | $1,004,156 | | | $950,457 | | | $11,445,908 | | | $11,443,023 | | | $3,602,958 | | | $4,421,346 | | | $275.14 | | | $154.88 | | | $1,248 | | | 2021 | | | N/A | | | N/A | | | N/A | | | N/A | | | $2,938,020 | | | $9,723,776 | | | $2,474,804 | | | $3,977,856 | | | $214.79 | | | $106.29 | | | $179 | | | 2020 | | | N/A | | | N/A | | | N/A | | | N/A | | | $2,274,165 | | | $1,297,858 | | | $1,130,031 | | | $910,473 | | | $82.82 | | | $63.42 | | | $104 | |
(1)
Mr. Doyle was a Principal Executive Officer of the Company (“PEO”) only in fiscal yearyears 2023 and 2022. Mr. Doyle joined the Company as its President and Chief Executive Officer on May 2, 2022. (2)
Mr. Dell was a PEO only in fiscal year 2022. Mr. Dell served as Interim Chief Executive Officer from January 31, 2022 until May 2, 2022. During his service as Interim Chief Executive Officer at the Company, he remained an employee of Kimmeridge and did not receive any compensation directly from the Company for his service as Interim Chief Executive Officer or participate in any of the Company’s employee benefits plans. Mr. Dell only received compensation directly from the Company for his services as a director of the Company. In addition, Mr. Dell was allowed private aircraft usage during the period he served as Interim Chief Executive Officer, and the amounts for such private aircraft usage were paid by the Company to Kimmeridge. (3)
Mr. Greager was a PEO in fiscal years 2022, 2021 and 2020. Mr. Greager’s employment with the Company terminated effective January 31, 2022. (4)
The dollar amounts reported represent the amount of “compensation actually paid” (“CAP”), as computed in accordance with SEC rules. “Compensation actually paid” does not necessarily represent cash and/or equity value transferred to the applicable NEO without restriction, but rather is a value calculated under applicable SEC rules. The “compensation actually paid” reflects the adjustments set forth in the table below made to the total compensation amounts reported in the Summary Compensation Table for the applicable year, computed in accordance with Item 402(v) of Regulation S-K. We do not have a defined benefit plan so no adjustment for pension benefits is included in the table below. Similarly, no adjustment is made for dividends as the NEOs are not entitled to receive dividends with respect to unvested RSUs and PSUs and are only entitled to dividend equivalent rights that are payable in cash at the same time as the related RSUs and PSUs vest and are settled: Fiscal Year | | | Executives | | | SCT (A) | | | Minus Stock Award Values from SCT (B) | | | Year End Value of New Awards (C1) | | | Change in Value of Unvested Awards (C2) | | | Change in Value of Vested Awards (C3) | | | Total Equity CAP (D) = (C1) + +(C2)+(C3) | | | CAP (E) = (A)+(B)+(D) | | 2022 | | | PEO 1 – Mr. Doyle | | | | $ | 9,625,418 | | | | | $ | (8,731,021) | | | | | $ | 8,444,613 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 8,444,613 | | | | | $ | 9,339,010 | | | | PEO-2 – Mr. Dell | | | | $ | 1,004,156 | | | | | $ | (372,913) | | | | | $ | 139,602 | | | | | $ | 0 | | | | | $ | 179,612 | | | | | $ | 319,214 | | | | | $ | 950,457 | | | | PEO 3 – Mr. Greager | | | | $ | 11,445,908 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | (2,885) | | | | | $ | (2,885) | | | | | $ | 11,443,023 | | | | Non-PEO NEOs | | | | $ | 3,602,958 | | | | | $ | (1,766,135) | | | | | $ | 1,572,534 | | | | | $ | 653,015 | | | | | $ | 358,974 | | | | | $ | 2,584,523 | | | | | $ | 4,421,346 | | | 2021 | | | PEO 3 – Mr. Greager | | | | $ | 2,938,020 | | | | | $ | (1,865,983) | | | | | $ | 2,105,045 | | | | | $ | 3,927,169 | | | | | $ | 2,619,525 | | | | | $ | 8,651,739 | | | | | $ | 9,723,776 | | | | Non-PEO NEOs | | | | $ | 2,474,804 | | | | | $ | (821,013) | | | | | $ | 545,625 | | | | | $ | 539,195 | | | | | $ | 1,239,244 | | | | | $ | 2,324,064 | | | | | $ | 3,977,856 | | | 2020 | | | PEO 3 – Mr. Greager | | | | $ | 2,274,165 | | | | | $ | (1,196,349) | | | | | $ | 1,124,896 | | | | | $ | (490,378) | | | | | $ | (414,475) | | | | | $ | 220,043 | | | | | $ | 1,297,858 | | | | Non-PEO NEOs | | | | $ | 1,130,031 | | | | | $ | (544,879) | | | | | $ | 512,335 | | | | | $ | (67,405) | | | | | $ | (119,609) | | | | | $ | 325,321 | | | | | $ | 910,473 | | |
CIVITAS RESOURCES, INC. 2024 Proxy Statement 46
| Fiscal Year | | | Executives | | | SCT (A) | | | Minus Stock Award Values from SCT (B) | | | Year End Value of New Awards (C1) | | | Change in Value of Unvested Awards (C2) | | | Change in Value of Vested Awards (C3) | | | Fair Value as of Vesting Date of Awards Granted and Vested in the Year (C4) | | | Prior Year End Value of Awards That Failed to Meet Vesting Criteria (C5) | | | Total Equity CAP (D) = (C1)+ (C2)+(C3)+ (C4)+(C5) | | | CAP (E) = (A)+ (B)+(D) | | | 2023 | | | PEO 1—Mr. Doyle | | | $12,463,145 | | | $(9,008,479) | | | $8,963,696 | | | $3,426,257 | | | $252,001 | | | $0 | | | $0 | | | $12,641,954 | | | $16,096,620 | | | | | | Non-PEO NEOs | | | $5,210,663 | | | $(3,532,291) | | | $2,754,029 | | | $958,198 | | | $94,015 | | | $71,184 | | | $0 | | | $3,877,426 | | | $5,555,798 | |
(A)
The dollar amounts reported in the Summary Compensation Table for the applicable year. (B)
The amounts reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year represent the grant date fair value of equity awards granted in the applicable year. (C)
The recalculated value of equity awards for each applicable year includes the addition (or subtraction, as applicable) of the following: (C1)
the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (C2)
the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (C3)
for awards that vest in applicable year, the change in the fair value as of the vesting date from the end of the prior year; (C4)
for awards that are granted and vest in the same year, the fair value as of the vesting date; (C5)
the fair value of awards as of the end of previous fiscal year that were granted in prior years and failed to meet vesting criteria in the current fiscal year. (D)
Total Equity Adjustments from the addition (or subtraction, as applicable) of re-valued equity. (E)
“Compensation actually paid” does not necessarily represent cash and/or equity value transferred to the applicable NEO without restriction, but rather is a value calculated under applicable SEC rules. | CIVITAS RESOURCES, INC. 2023 Proxy Statement | | | 51 | | | | |
In calculating the “compensation actually paid” amounts, the fair value or change in fair value, as applicable, of the equity award adjustments included in such calculations was computed in accordance with FASB ASC Topic 718. The valuation assumptions used to calculate such fair values did not materially differ from those disclosed at the time of grant. (5)
The names of each of the non-PEO NEOs reflected in these columns for each applicable fiscal year are as follows: (i) for fiscal year 2023, Marianella Foschi, Thomas Hodge Walker, Travis L. Counts, Jeffrey S. Kelly, and Matthew R. Owens; (ii) for fiscal year 2022, Matthew R. Owens, Travis L. Counts, Marianella Foschi, Sandra K. Garbiso, Dean Tinsley, and Cyrus D. Marter; (ii)(iii) for fiscal year 2021, Brant H. DeMuth, Marianella Foschi, Cyrus D. Marter, Dean Tinsley, and Sandra K. Garbiso; and (iii)(iv) for fiscal year 2020, Brant H. DeMuth, Cyrus D. Marter, Dean Tinsley, and Sandra K. Garbiso. (6)
The Company TSR and the Company’s Peer Group TSR reflected in these columns for each applicable fiscal year is calculated based on a fixed investment of $100 at the applicable measurement point on the same cumulative basis as is used in Item 201(e) of Regulation S-K. The peer group used to determine the Company’s Peer Group TSR for each applicable fiscal year is the Standard and Poor’s 500 Oil & Gas Exploration & Production Index (“S&P O&G E&P Index”) as disclosed in the Company’s Form 10-K filed with the SEC on February 22, 202327, 2024 pursuant to Item 201(e) of Regulation S-K. (7)
Represents the amount of net income reflected in the Company’s audited financial statements for each applicable fiscal year (amounts presented in thousands). (8)
We have selected Relative Total Shareholder Return as our most important financialAs described below in “—Pay versus Performance Tabular List,” the only performance measure (that is not otherwise required to be disclosed in the table) used by us to link “compensation‘compensation actually paid”paid’ to our NEOs to company performance for fiscal year 2022. Calculations within this column are based on 1-year measurements (as opposed2023 was absolute total shareholder return, which is already required to be disclosed in the 3-year relative TSR used fortable. Accordingly, we have not included a separate Company-Selected Measure in the rTSR PSUs granted under our LTIP) and are based on the Peer Group used to calculate relative TSR for the rTSR PSUs granted under our LTIP in 2022. Please refer to “Compensation Discussion and Analysis — 2022 Compensation Actions — Further Details of PSU and RSU Awards — 2022 PSUs — Relative TSR” generally for additional disclosure regarding the Peer Group and how relative TSR is derived from absolute TSR.table.
CIVITAS RESOURCES, INC. 2024 Proxy Statement 47
Pay versus Performance Comparative Disclosure As described in more detail in the section titled “Compensation Discussion and Analysis — Analysis—Elements of Our 20222023 Executive Compensation and Why We Pay Each Element — Element—Pay-for-Performance,” the Company’s executive compensation program reflects a variable pay-for-performance philosophy. While the Company utilizes several performance measures to align executive compensation with Company performance, all of those Company measures are not presented in the table above. Further, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with ‘compensation“compensation actually paid’paid” for a particular year (as computed in accordance with Item 402(v) of Regulation S-K). In accordance with Item 402(v) of Regulation S-K, the Company is providing graphical descriptions of the relationships between the information presented in the table above.
| CIVITAS RESOURCES, INC. 2023 Proxy Statement | | | 52 | | | | |
CIVITAS RESOURCES, INC. 2024 Proxy Statement 48
Pay versus Performance Tabular List Our executive compensation program was simplified following mergers with Extraction and Crestone Peak to only provide base salary and long-term incentive as the direct pay elements (along with health and welfare benefits). Beginning in 2023, awards under the LTIP were restructured to be weighted (i) seventy percent in the form of PSUs tied to absolute total shareholder return, and (ii) thirty percent in the form of time-based RSUs. See “Compensation Discussion and Analysis—Introduction—Features of Our Compensation Program in 2023” above for further information. The following table lists our most important and only performance measuresmeasure used by us to link ‘compensation“compensation actually paid’paid” to our NEOs to company performance for fiscal year 2022. The performance measures included in this table are not ranked by relative importance.2023. Most Important Performance Measures
Relative Total Shareholder Return
Absolute Total Shareholder Return
Adjusted EBITDAX
Free Cash Flow
| Most Important Performance Measure | | | Absolute Total Shareholder Return | |
Director Compensation Our Board believes that attracting and retaining qualified independent directors is critical to the ongoing operation of our Company. Similar to the evaluation of the compensation of our executives, our Compensation Committee engages the Compensation Consultant to conduct an analysis of the independent director compensation. Effective November 1, 2021,May 31, 2023, the Company adopted its Amended & Restated Independent Director Compensation Program (the “Independent Director Compensation Program”), which amended the Company’s previous independent director compensation program (the “Prior Independent Director Compensation Program”) in three main ways: (i) added the $125,000 annual fee for serving as Chair of the Board that the Company implemented in connection with Mr. van Kempen’s appointment to the Board on February 22, 2023, (ii) structured the DSU award component so that new awards vest annually instead of quarterly and become fully vested on the earlier of (a) the day immediately preceding the date of the first annual meeting following the grant date, and (b) the first anniversary of the grant date, and (iii) provided that all amounts payable as a result of dividend equivalent rights are no longer paid on a current basis on both vested and unvested DSUs but instead are paid (1) with respect to vested DSUs, at the same time dividends are paid to our stockholders and (2) with respect to unvested DSUs, when such underlying DSUs vest. Under the Company’s Independent Director Compensation Program was completely revised. Therethere is no longer any cash fee paid solely for serving as a director or a committee member. Rather, each non-employee director receives an annual grant of deferred restricted stock unitsDSUs with a grant date value equal to $300,000, determined based on the Company’s 30-day VWAP. The annual cash fees for serving as chair of a committee and the Board, which are paid in quarterly installments, are as follows: | Board/Committee | | | Committee
Chair Compensation ($) | | Audit Committee | Board Chair | | | 125,000 | | | Audit Committee Chair | | | 25,000 | | | Compensation Chair | | Compensation Chair | | | 20,000 | | | ESG Committee Chair | | | | | 20,000 | | | Nominating and Corporate Governance Chair | | | | | 15,000 | | |
In addition, beginning in 2023, the Board chair, Wouter van Kempen, will receive an annual cash fee equal to $125,000 in recognition of the additional time commitment required for serving as Board chair. Directors who are also members of our executive management do not receive any additional compensation for their service on our Board.
| CIVITAS RESOURCES, INC. 2023 Proxy Statement | | | 53 | | | | |
CIVITAS RESOURCES, INC. 2024 Proxy Statement 49
The following table provides information concerning the compensation of our independent directors who served in 2022 (other than Mr. Dell)2023 for the fiscal year ended December 31, 2022. Because Mr. Dell served as our interim Chief Executive Officer for a portion of the 2022 fiscal year, information on his compensation is included in our Summary Compensation Table.2023. Name | | | Fees Earned or Paid in Cash ($)(1) | | | Stock Awards ($)(2) | | | Dividends Earned and Paid in Cash on Deferred RSUs(3) | | | Total ($) | | Morris R. Clark | | | | $ | 25,000(4) | | | | | $ | 372,913 | | | | | $ | 147,360 | | | | | $ | 545,273 | | | Carrie M. Fox | | | | $ | 0 | | | | | $ | 372,913 | | | | | $ | 147,360 | | | | | $ | 520,273 | | | Carrie L. Hudak | | | | $ | 19,982(5) | | | | | $ | 372,913 | | | | | $ | 45,257 | | | | | $ | 438,152 | | | Brian Steck | | | | $ | 14,986(6) | | | | | $ | 372,913 | | | | | $ | 45,257 | | | | | $ | 433,156 | | | James M. Trimble | | | | $ | 0 | | | | | $ | 372,913 | | | | | $ | 45,257 | | | | | $ | 418,170 | | | Howard A. Willard III | | | | $ | 20,000(7) | | | | | $ | 372,913 | | | | | $ | 147,360 | | | | | $ | 540,273 | | | Jeffrey E. Wojahn | | | | $ | 0 | | | | | $ | 372,913 | | | | | $ | 45,257 | | | | | $ | 418,170 | | |
| Name | | | Fees Earned or Paid in Cash ($)(1) | | | Stock Awards ($)(2) | | | Total ($) | | | Deborah Byers | | | — | | | 375,509(3) | | | 375,509 | | | Morris R. Clark | | | 25,000(4) | | | 294,534 | | | 319,534 | | | Benjamin Dell | | | —(5) | | | — | | | — | | | Carrie M. Fox | | | — | | | 294,534 | | | 294,534 | | | Carrie L. Hudak | | | 20,000(6) | | | 294,534 | | | 314,534 | | | Brian Steck | | | 2,184(7) | | | — | | | 2,184 | | | James M. Trimble | | | — | | | 294,534 | | | 294,534 | | | Wouter van Kempen | | | 106,799(8) | | | 375,509(3) | | | 482,308 | | | Howard A. Willard III | | | 20,000(9) | | | 294,534 | | | 314,534 | | | Jeffrey E. Wojahn | | | 12,816(10) | | | 294,534 | | | 307,350 | |
(1)
Amounts reflect the independent directors’ chair fees that were accrued and earned in 2022.2023. (2)
The amounts in the Stock Awards column represent the aggregate grant date fair value of RSUDSU awards granted under our LTIPs in 2022,2023, computed in accordance with ASC Topic 718. It does not reflect the actual value that may be realized by the independent director. The discussion of the assumptions used in calculating the aggregate grant date fair value of the RSUDSU awards for purposes of the Company’s financial statements can be found in Note 7 to the financial statements as set forth in the Company’s Form 10-K filed with the SEC on February 22, 2023.27, 2024. Such calculation differs from the calculation used for purposes of our independent director compensation program, which uses the Company’s 30-day VWAP. The amounts in the Stock Awards column for grants of DSUs made at the 2023 annual meeting of stockholders are equivalent to a $300,000 grant-date fair value when determined based on the Company’s 30-day VWAP prior to the grant date.
No stock options were awarded to independent directors in fiscal year 2022,2023, and there were no outstanding stock options held by our independent directors as of December 31, 2022.2023. Each DSU is entitled to a dividend equivalent right to receive a cash payment based on the regular cash dividends that would have been paid on a share of our common stock. The following table provides information, as of December 31, 2023, on outstanding DSUs held by our current independent directors. | Name | | | DSUs Outstanding and Deferred (#) | | | Deborah Byers | | | 5,673 | | | Morris R. Clark | | | 28,704 | | | Carrie M. Fox | | | 28,704 | | | Carrie L. Hudak | | | 12,465 | | | James M. Trimble | | | 12,465 | | | Wouter van Kempen | | | 5,673 | | | Howard A. Willard III | | | 28,704 | | | Jeffrey E. Wojahn | | | 12,465 | |
(3)
Reflects dividend equivalents paidMs. Byers and Mr. van Kempen were each appointed to our Board effective February 22, 2023. Accordingly, Ms. Byers and Mr. van Kempen were each awarded a pro-rated DSU award consisting of 1,305 restricted stock units on February 22, 2023, which vested in cash on RSUs to independent directors during fiscal year 2022.quarterly installments in accordance with the Prior Independent Director Compensation Program.
(4)
Includes fees for serving as Chair of the Audit Committee. (5)
Mr. Dell resigned from our Board effective as of February 22, 2023. (6)
Includes fees for serving as Chair of the ESG Committee. Pursuant to (7)
Mr. Steck resigned from our Board effective as of February 22, 2023. The amount includes fees for serving as Chair of the Company’s Independent Director Program Ms. Hudak’sNominating and Corporate Governance Committee. Mr. Steck’s fees were prorated downward to 7/12thscover the partial period during the first quarter that Mr. Steck served as the Chair of the Nominating and Corporate Governance Committee. CIVITAS RESOURCES, INC. 2024 Proxy Statement 50
(8)
Includes fees for serving as Chair of the Board. Mr. van Kempen’s fees were prorated downward to cover the partial year between November 2021 (the merger date) andportion of 2023 that Mr. van Kempen served as Chair of the 2022 Civitas annual stockholder meeting.Board. (6)(9)
Includes fees for serving as Chair of the Compensation Committee. (10)
Includes fees for serving as Chair of the Nominating and Corporate Governance Committee. Pursuant to the Company’s Independent Director Program Mr. Steck’sWojahn’s fees were prorated downward to 7/12ths to cover the partial year between November 2021 (the merger date) and the 2022 Civitas annual stockholder meeting.
(7)
Includes fees for servingportion of 2023 that Mr. Wojahn served as Chair of the CompensationNominating and Corporate Governance Committee.
Effective November 1, 2021, the RSU award component of our independent director compensation was amended. Recognizing the decrease in the independent directors’ cash compensation (as described above), the increased size and scale of the Company, and in an effort to further align the interests of the independent directors with those of our stockholders, the grant-date fair value of the annual RSU awards was increased to $300,000, determined based on the Company’s 30-day VWAP. Further, the new awards are now structured so that one-quarter of the award vests each quarter, and dividends on both vested and unvested RSUs are paid out on a current basis (rather than accruing during the vesting period and not being paid out until the award vests). However, notwithstanding the quarterly vesting schedule, the shares underlying each RSU award will not be released to the independent director until the director leaves the Board.
The following table provides information, as of December 31, 2022, on outstanding RSUs held by our current independent directors (other than Mr. Dell). For information on awards held by Mr. Dell that
| CIVITAS RESOURCES, INC. 2023 Proxy Statement | | | 54 | | | | |
remained outstanding as of December 31, 2022, see “Executive Compensation Tables and Other Compensation Disclosure — 2022 Outstanding Equity Awards at Fiscal Year End.”
Name | | | RSUs Outstanding and Deferred(a) (#)
| | Morris R. Clark | | | | | 24,336 | | | Carrie M. Fox | | | | | 24,336 | | | Carrie L. Hudak | | | | | 8,097 | | | Brian Steck | | | | | 8,097 | | | James M. Trimble | | | | | 8,097 | | | Howard A. Willard III | | | | | 24,336 | | | Jeffrey E. Wojahn | | | | | 8,097 | | |
(a)
In the event of a change in control, all unvested RSUs will vest in full.
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CIVITAS RESOURCES, INC. 2024 Proxy Statement 51
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANSSecurities Authorized for Issuance Under Equity Compensation Plans
The following table represents the securities authorized for issuance under our compensation plans, as of December 31, 2022.2023. Equity Compensation Plan Information | | Plan category | | | Number of securities to be issued upon exercise of outstanding options, warrants and rights | | | Weighted-average exercise price of outstanding options, warrants and rights | | | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in first column) | | Equity compensation plans approved by security holders | | | | | 751,607(1) | | | | | $ | 34.36(2) | | | | | | 928,590(3) | | | Equity compensation plans not approved by security holders | | | | | 631,347(4) | | | | | | N/A | | | | | | 2,430,898(5) | | | Total | | | | | 1,382,954 | | | | | | — | | | | | | 3,359,488 | | |
| Equity Compensation Plan Information | | | | | | | | | | | | Plan category | | | Number of securities to be issued upon exercise of outstanding options, warrants and rights | | | Weighted-average exercise price of outstanding options, warrants and rights | | | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in first column) | | | Equity compensation plans approved by security holders | | | 956,510(1) | | | 34.36(2) | | | 463,473(3) | | | Equity compensation plans not approved by security holders | | | 1,100,748(4) | | | N/A | | | 1,996,410(5) | | | Total | | | 2,057,259 | | | — | | | 2,459,883 | |
(1)
Represents (i) 15,1701,131 shares underlying outstanding stock options to purchase shares of the Company’s common stock, (ii) 418,483370,081 RSUs, and (iii) 317,954585,298 PSUs granted under the Company’s 2017 LTIP and 2021 LTIP. The number of shares of the Company’s common stock that may be issued to settle PSUs ranges from 0% to 200% for PSUs granted prior to 2023 and 0% to 225% for PSUs granted in 2023 of the number of PSUs awarded based upon attainment of certain pre-determined performance goals. For all PSU awards, the PSUs will be settled in shares of the Company’s common stock following the conclusion of the three-year measurement period. The amount in this column assumes the maximum 200% payout.or 225% payout of PSUs, as applicable. See “Compensation Discussion and Analysis — 2022Analysis—2023 Compensation Actions — Actions—Long-Term Equity Based Incentives” above for further information. (2)
The weighted-average exercise price relates solely to shares subject to outstanding stock options, as shares subject to RSUs and PSUs have no exercise price. (3)
Represents securities available for issuance under our 2021 LTIP. (4)
Represents 257,303485,546 RSUs and 374,044615,202 PSUs granted under the Extraction LTIP. Pursuant to the terms of the merger agreement between the Company and Extraction, all outstanding Extraction LTIP awards were converted to economically equivalent Civitas awards. The number of shares of the Company’s common stock that may be issued to settle PSUs ranges from 0% to 200% for PSUs granted prior to 2023 and 0% to 225% for PSUs granted in 2023 of the number of PSUs awarded based upon attainment of certain pre-determined performance goals. For all PSU awards, the PSUs will be settled in shares of the Company’s common stock following the conclusion of the three-year measurement period. The amount in this column assumes the maximum 200% payout.or 225% payout of PSUs, as applicable. See ““Compensation Discussion and Analysis — 2022Analysis—2023 Compensation Actions — Long-Term Equity Based Incentives”Incentives” above for further information. (5)
Represents securities available for issuance under the Extraction LTIP. The Extraction LTIP was approved by the U.S. Bankruptcy Court for the District of Delaware and became effective upon Extraction’s emergence from bankruptcy proceedings. Civitas assumed the Extraction LTIP in connection with the merger. New awards under the Extraction LTIP can only be granted to individuals (i) who were employed by or otherwise providing services to Extraction or its affiliates immediately before the closing of the merger or (ii) who were hired by, or otherwise first became service providers to, the Company or its affiliates on or after the closing of the merger. See Note 7 to the financial statements, set forth in the Company’s Form 10-K filed with the SEC on February 22, 2023,27, 2024, for further information regarding the Extraction LTIP. COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
CIVITAS RESOURCES, INC. 2024 Proxy Statement 52
Compensation Committee Interlocks and Insider Participation Messrs. van Kempen, Clark, Willard, and Wojahn are the current members of the Compensation Committee. No member of our Compensation Committee has been at any time an employee of ours. None of our executive officers serve or have served on the board of directors or compensation committee of a company that has one or more executive officers who serve on our Board or Compensation Committee. No member of our Board is an executive officer of a company at which one or more of our executive officers serves as a member of the board of directors or compensation committee of that company. | CIVITAS RESOURCES, INC. 2023 Proxy Statement | | | 56 | | | | |
CIVITAS RESOURCES, INC. 2024 Proxy Statement 53
AUDIT COMMITTEE REPORTAudit Committee Report
The information contained in this Audit Committee Report and references in this proxy statement to the independence of the Audit Committee members shall not be deemed to be “soliciting material” or to be “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, (the “Exchange Act”), except to the extent that the Company specifically incorporates such information by reference in such filing. The Audit Committee is currently composed of fivefour directors, Messrs. Clark Wojahn, and Trimble, and Mses. HudakByers and ByersHudak, and operates under a written charter adopted by the Board. Each member of the Audit Committee meets the independence requirements of the NYSE listing standards and other applicable standards. The duties of the Audit Committee are summarized in this proxy statement under “Corporate Governance — Governance—Audit Committee” and are more fully described in the charter which can be viewed on the Company’s website under “Corporate Governance.” The Board has charged the Audit Committee with a number of responsibilities, including review of the adequacy of the Company’s financial reporting, accounting systems and processes, and internal controls. During the last fiscal year, and earlier this year in preparation for the filing with the SEC of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022,2023, the Audit Committee: •
reviewed and discussed the Company’s audited financial statements as of and for the year ended December 31, 20222023 with management and with the independent registered public accountants; •
reviewed and discussed the Company’s system of internal controls; •
required management to perform an evaluation and make an assessment of the effectiveness of the Company’s internal controls over financial reporting asserting compliance with the Sarbanes-Oxley Act of 2002 and discussed the results with management and with the independent registered public accountants; •
reviewed and discussed the Company’s assessment of risk related to financial reporting; •
provided oversight to the internal audit function; •
reviewed and discussed with the independent registered public accountants (i) their judgments as to the quality of the Company’s accounting policies, (ii) the quality, clarity, consistency, and completeness of the Company’s financial reporting and disclosures, (iii) the written disclosures and letter from the independent registered public accountants required by Public Company Accounting Oversight Board Independence Rules, including the independent registered public accountants’ independence, and (iv) the matters required to be discussed by Public Company Accounting Oversight Board Auditing Standard No. 16, Communications with Audit Committees; •
discussed with management and with the independent registered public accountants the process by which the Company’s principal executive officer and principal financial officer make the certifications required by the SEC in connection with the filing with the SEC of the Company’s periodic reports, including reports on Forms 10-K and 10-Q; •
pre-approved all auditing services and non-audit services to be performed for the Company by the independent registered public accountants as required by the applicable rules promulgated pursuant to the Exchange Act (details regarding the fees paid to Deloitte in fiscal 2022year 2023 for audit services, tax services and all other services, are set forth in “Proposal Two — Two—Ratification of Selection of Independent Registered Public Accountant — Accountant—Audit and Other Fees” below); and •
considered whether, to assure continuing auditor independence, it would be advisable to regularly rotate the audit firm itself, as recommended by the NYSE’s corporate governance rules. With respect to rotation of the audit firm, the Audit Committee has concluded that the current benefits to the Company from continued retention of Deloitte warrant retaining the firm at this time. The Audit Committee will, however, continue to review this issue on an ongoing basis. Notwithstanding the foregoing actions and the responsibilities set forth in the Audit Committee’s charter, it is not the duty of the Audit Committee to plan or conduct audits or to determine that the | CIVITAS RESOURCES, INC. 2023 Proxy Statement | | | 57 | | | | |
Company’s consolidated financial statements are complete and accurate and in accordance with generally accepted accounting principles. Management is responsible for the Company’s financial reporting process, including its system of internal controls, and for the preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States. The independent registered public accountants are responsible for CIVITAS RESOURCES, INC. 2024 Proxy Statement 54
expressing an opinion on those financial statements. Audit Committee members are not employees of the Company. Therefore, the Audit Committee has relied, without independent verification, on management’s representation that the consolidated financial statements have been prepared with integrity and objectivity and in conformity with accounting principles generally accepted in the United States and on the representations of the independent registered public accountants included in their report on the Company’s consolidated financial statements. The Audit Committee meets regularly with management, the Company’s internal auditors, and the independent auditors, including private discussions with the independent registered public accountants, and receives the communications described above. The Audit Committee has also established procedures for (i) the receipt, retention, and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters and (ii) the confidential, anonymous submission by the Company’s employees of concerns regarding questionable accounting or auditing matters. However, this oversight does not provide us with an independent basis to determine that management has maintained appropriate accounting and financial reporting principles or policies, or appropriate internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. Furthermore, our considerations and discussions with management and the independent registered public accountants do not assure that the Company’s consolidated financial statements are presented in accordance with generally accepted accounting principles or that the audit of the Company’s consolidated financial statements has been carried out in accordance with generally accepted auditing standards. Based on the review and discussion referred to above, and in reliance on the information, opinions, reports, and statements presented to us by the Company’s management and Deloitte, we recommended to the Board that the December 31, 20222023 audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K. Audit Committee of The Board of Directors Morris R. Clark, Chair Deborah Byers, Member Carrie L. Hudak, Member James M. Trimble, Member | CIVITAS RESOURCES, INC. 2023 Proxy Statement | | | 58 | | | | |
CIVITAS RESOURCES, INC. 2024 Proxy Statement 55
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENTSecurity Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information regarding the beneficial ownership of common stock as of April 14, 20238, 2024 by (i) each person who is known by the Company to own beneficially more than five percent of the outstanding shares of common stock, (ii) each named executive officer of the Company, (iii) each director of the Company, and (iv) all directors and executive officers as a group. Except as otherwise indicated in the footnotes to the table, each person has sole voting and investment power with respect to all shares of our common stock beneficially owned by them, except to the extent this power may be shared with a spouse. The address for the Company’s directors and executive officers is 555 17th Street, Suite 3700, Denver, Colorado 80202. Name of Beneficial Owner | | | Common Stock Beneficially Owed | | | Warrants | | | Restricted Stock Units(1)(2) | | | Deferred Restricted Stock Units | | | Non- Qualified Stock Options | | | Total Stock and Stock-Based Holdings | | | Percentage of Class(3) | | Significant Stockholders | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Canada Pension Plan Investment Board(4) | | | | | 16,480,721 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 16,480,721 | | | | | | 20.5 | | | Kimmeridge Energy Management Company, LLC(5) | | | | | 11,644,497 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 11,644,497 | | | | | | 14.5 | | | BlackRock, Inc.(6) | | | | | 9,400,196 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 9,400,196 | | | | | | 11.7 | | | The Vanguard Group(7) | | | | | 8,477,400 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 8,477,400 | | | | | | 10.6 | | | FMR LLC(8) | | | | | 5,273,182 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 5,273,182 | | | | | | 6.6 | | | Directors and Named Executive Officers | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Deborah Byers(9) | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 1,305 | | | | | | 0 | | | | | | 1,305 | | | | | | * | | | Morris A. Clark(9) | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 24,336 | | | | | | 0 | | | | | | 24,336 | | | | | | * | | | Carrie M. Fox(9) | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 24,336 | | | | | | 0 | | | | | | 24,336 | | | | | | * | | | Carrie L. Hudak(9) | | | | | 14,939 | | | | | | 0 | | | | | | 0 | | | | | | 8,097 | | | | | | 0 | | | | | | 23,036 | | | | | | * | | | James M. Trimble(9) | | | | | 26,882 | | | | | | 0 | | | | | | 0 | | | | | | 8,097 | | | | | | 0 | | | | | | 34,979 | | | | | | * | | | Wouter van Kempen(9) | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 1,305 | | | | | | 0 | | | | | | 1,305 | | | | | | * | | | Howard A. Willard(9) | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 24,336 | | | | | | 0 | | | | | | 24,336 | | | | | | * | | | Jeffrey E. Wojahn(9) | | | | | 21,769 | | | | | | 0 | | | | | | 0 | | | | | | 8,097 | | | | | | 0 | | | | | | 29,866 | | | | | | * | | | M. Christopher Doyle(9)(10) | | | | | 33,623 | | | | | | 0 | | | | | | 84,668 | | | | | | 0 | | | | | | 0 | | | | | | 118,291 | | | | | | * | | | Marianella Foschi(10)(11) | | | | | 8,253 | | | | | | 955 | | | | | | 22,398 | | | | | | 0 | | | | | | 0 | | | | | | 31,606 | | | | | | * | | | Matthew R. Owens(10)(12) | | | | | 10,344 | | | | | | 0 | | | | | | 25,064 | | | | | | 0 | | | | | | 0 | | | | | | 35,408 | | | | | | * | | | Travis L. Counts(10) | | | | | 3,556 | | | | | | 0 | | | | | | 26,408 | | | | | | 0 | | | | | | 0 | | | | | | 29,964 | | | | | | * | | | Sandra K. Garbiso(10) | | | | | 25,322 | | | | | | 0 | | | | | | 15,630 | | | | | | 0 | | | | | | 0 | | | | | | 40,952 | | | | | | * | | | Benjamin Dell(10)(13) | | | | | 24,336 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 24,336 | | | | | | * | | | Eric Greager(10)(14) | | | | | 50,400 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 50,400 | | | | | | * | | | Dean Tinsley(10)(15) | | | | | 39,604 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 39,604 | | | | | | * | | | Cyrus D. Marter IV(10)(16) | | | | | 72,449 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 72,449 | | | | | | * | | | All current directors and executive officers as a group (14 persons)(17) | | | | | 135,044 | | | | | | 955 | | | | | | 189,257 | | | | | | 99,909 | | | | | | 0 | | | | | | 425,165 | | | | | | * | | |
| Name of Beneficial Owner | | | Common Stock Beneficially Owned(1) | | | Warrants | | | Restricted Stock Units(2) | | | Deferred Restricted Stock Units | | | Non- Qualified Stock Options | | | Total Stock and Stock- Based Holdings | | | Percentage of Class(3) | | | Significant Stockholders | | | | | | | | | | | | | | | | | | | | | | | | Canada Pension Plan Investment Board(4) | | | 16,480,721 | | | — | | | — | | | — | | | — | | | 16,480,721 | | | 16.5% | | | BlackRock, Inc. (5) | | | 9,997,967 | | | — | | | — | | | — | | | — | | | 9,997,967 | | | 10.0% | | | The Vanguard Group(6) | | | 9,426,017 | | | — | | | — | | | — | | | — | | | 9,426,017 | | | 9.4% | | | Vencer Energy Holdings, LLC(7) | | | 7,181,527 | | | — | | | — | | | — | | | — | | | 7,181,527 | | | 7.2% | | | Directors and Named Executive Officers | | | | | | | | | | | | | | | | | | | | | | | | Deborah Byers(8) | | | 5,673 | | | — | | | — | | | 5,673 | | | — | | | 5,673 | | | * | | | Morris A. Clark(8) | | | 28,704 | | | — | | | — | | | 28,704 | | | — | | | 28,704 | | | * | | | Carrie M. Fox(8) | | | 28,704 | | | — | | | — | | | 28,704 | | | — | | | 28,704 | | | * | | | Carrie L. Hudak(8) | | | 27,404 | | | — | | | — | | | 12,465 | | | — | | | 27,404 | | | * | | | James M. Trimble(8) | | | 39,347 | | | — | | | — | | | 12,465 | | | — | | | 39,347 | | | * | | | Wouter van Kempen(8) | | | 5,673 | | | — | | | — | | | 5,673 | | | — | | | 5,673 | | | * | | | Howard A. Willard(8) | | | 28,704 | | | — | | | — | | | 28,704 | | | — | | | 28,704 | | | * | | | Jeffrey E. Wojahn(8) | | | 34,234 | | | — | | | — | | | 12,465 | | | — | | | 34,234 | | | * | | | M. Christopher Doyle(8)(9) | | | 68,454 | | | — | | | 85,698 | | | — | | | — | | | 135,360 | | | * | | | Marianella Foschi(9)(10) | | | 75,653 | | | 955 | | | 21,612 | | | — | | | — | | | 98,220 | | | * | | | T. Hodge Walker(9) | | | 6,164 | | | — | | | 33,334 | | | — | | | — | | | 39,498 | | | * | | | Travis L. Counts(9) | | | 15,388 | | | — | | | 31,773 | | | — | | | — | | | 47,161 | | | * | | | Jeffrey S. Kelly(9) | | | — | | | — | | | 19,890 | | | — | | | — | | | 19,890 | | | * | | | Matthew R. Owens(9)(11) | | | 91,683 | | | — | | | — | | | — | | | — | | | 91,683 | | | * | | | All current directors and executive officers as a group (14 persons)(12) | | | 364,102 | | | 955 | | | 199,320 | | | 134,853 | | | — | | | 545,585 | | | * | |
*
Less than 1%. (1)
Includes shares under outstanding RSUs and DSUs that directors (if they were to resign from the Board) and executive officers may acquire within 60 days from April 14, 20238, 2024 as follows: (i) Mr. Doyle, 18,792 shares and (ii) Ms. Garbiso, 2,000 shares.each non-employee director, a number of shares equal to the number of DSUs set forth in the table. (2)
According to SEC rules, beneficial ownership includes shares as to which the individual or entity has voting power or investment power and any shares that the individual has a right to acquire within 60 days of a date reasonably selected by us, through the exercise of any right. We selected April 14, 20238, 2024 as the determination date. | CIVITAS RESOURCES, INC. 2023 Proxy Statement | | | 59 | | | | |
(3)
Based on 80,299,101100,090,259 shares of common stock outstanding as of April 14, 2023.8, 2024. (4)
According to a Schedule 13D/A filed with the SEC on January 27, 2023 by Canada Pension Plan Investment Board (“CPPIB”) and CPPIB Crestone Peak Resources Canada Inc. (“CP Canada”), CPPIB has, with respect to Civitas Resources’ common stock, sole power to vote no shares, shared voting power over 16,480,721 shares, sole power to dispose of no shares, and shared power to dispose of 16,480,721 shares. CP Canada CIVITAS RESOURCES, INC. 2024 Proxy Statement 56
has, with respect to Civitas Resources’ common stock, sole power to vote no shares, shared voting power over 16,480,721 shares, sole power to dispose of no shares, and shared power to dispose of 16,480,721 shares. The 13D/A contained information as of January 24, 2023, and may not reflect current holdings of Civitas Resources’ common stock. The address of CPPIB and CP Canada is One Queen Street East, Suite 2500, Toronto, Ontario, M5C 2W, Canada.
(5)
According to a Schedule 13D/A filed with the SEC on February 23, 2023, Kimmeridge Energy Management Company, LLC (“Kimmeridge”) has, with respect to Civitas Resources’ common stock, sole power to vote 11,644,497 shares, shared voting power over no shares, sole power to dispose of 11,644,497 shares, and shared power to dispose of no shares. The Schedule 13D/A contained information as of December 31, 2022, and may not reflect current holdings of Civitas Resources’ common stock. The address of Kimmeridge is 412 West 15th Street — 11th Floor, New York, NY 10011. Mr. Dell is a Managing Member of Kimmeridge.
(6)
According to a Schedule 13G/A filed with the SEC on January 26, 202324, 2024 by BlackRock, Inc. (“BlackRock”), Blackrock has, with respect to Civitas Resources’ common stock, sole power to vote 9,281,3729,997,967 shares, shared voting power over no shares, sole power to dispose of 9,400,1969,997,967 shares, and shared power to dispose of no shares. The 13G/A contained information as of December 31, 20222023 and may not reflect current holdings of Civitas Resources’ common stock. The address of BlackRock is 55 East 52nd Street,50 Hudson Yards, New York, NY 10055.10001. (7)(6)
According to a Schedule 13G/A filed with the SEC on April 10, 2023February 13, 2024 by The Vanguard Group (“Vanguard”), Vanguard has, with respect to Civitas Resources’ common stock, sole voting power over no shares, shared voting power over 73,64950,318 shares, sole power to dispose of 8,353,2059,303,513 shares, and shared power to dispose of 124,195122,504 shares. The 13G/A contained information as of March 31,December 29, 2023, and may not reflect current holdings of Civitas Resources’ common stock. The address of Vanguard is 100 Vanguard Blvd., Malvern, PA 19355. (8)(7)
According to a Schedule 13G/A13G filed with the SEC on February 9, 2023January 11, 2024 by FMRVencer Energy Holdings, LLC (“FMR”Vencer Holdings”), FMRVencer Energy AIV, LLC (“Vencer AIV”), V-US Upstream Co. (“V-US”), Vitol US Holding Co. (“Vitol US”), Euromin Inc. (“Euromin”), and Vitol Holding B.V. (“Vitol Holding” and together with Vencer Holdings, Vencer AIV, V-US, Vitol US, and Euromin, the “Vencer Entities”), each of the Vencer Entities has, with respect to Civitas Resources’ common stock, sole voting power to vote 5,273,182over no shares, shared voting power over no7,181,527 shares, sole power to dispose of 5,273,182over no shares, and shared power to dispose of no7,181,527 shares. The 13G/A13G contained information as of December 30, 2022,January 2, 2024, and may not reflect current holdings of Civitas Resources’ common stock. The principal business address for Vitol Holding is Weena 690, 18th Floor, 3012 CN Rotterdam, the Netherlands. The principal business address for Vencer AIV is 94 Solaris Avenue, Camana Bay, P.O. Box 1348, Grand Cayman, KY1-1108. The principal business address for each of FMR LLCVencer Holdings, V-US, Vitol US, and Euromin is 245 Summer Street, Boston, MA 02210.2925 Richmond Ave., 11th Floor, Houston, TX 77098. (9)(8)
Director of the Company. See ““Executive Compensation Tables and Other Compensation Disclosure — Disclosure—Director Compensation”Compensation” above for further information. (9)
Named executive officer of the Company. (10)
Named executive officer of the Company.
(11)
Includes 637 Tranche A Warrants issued at a price of $91.91 and 318 Tranche B Warrants issued at a price of $104.45. (12)(11)
Mr. Owens’ employment with the Company terminated effective April 3, 2023. Amounts reflect shares held by Mr. Owens as reported by Mr. Owens on a Form 4 filed with the SEC on March 1, 2023.January 27, 2024. (13)(12)
Mr. Dell served as Interim Chief Executive Officer from January 31, 2022 until May 2, 2022. Effective February 22, 2023, Mr. Dell resigned from his position as Chair of the Board and as a director of the Company.
(14)
Mr. Greager’s employment with the Company terminated effective January 31, 2022. Amounts reflect shares held by Mr. Greager as reported in his completed Director and Officer Questionnaire dated February 2, 2023.
(15)
Mr. Tinsley’s employment with the Company terminated effective August 1, 2022. Amounts reflect shares held by Mr. Tinsley as reported by Mr. Tinsley on March 6, 2023.
| CIVITAS RESOURCES, INC. 2023 Proxy Statement | | | 60 | | | | |
(16)
Mr. Marter resigned from his position as General Counsel and Secretary of the Company effective August 1, 2022 and retired from the Company effective August 5, 2022. Amounts reflect shares held by Mr. Marter as reported in his completed Director and Officer Questionnaire dated January 24, 2023.
(17)
Includes directors and current executive officers. Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors and executive officers, and persons who own more than ten percent of our common stock, to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock. To our knowledge, based solely on a review of the copies of such reports and amendments thereto furnished to us and written representations that no other reports were required, we believe that all required reports of our officers, directors and greater than ten percent shareholdersstockholders under Section 16(a) were timely filed during the year ended December 31, 2022, except that Chief Legal Officer and Secretary Travis Counts’ Form 4 filed on August 2, 2022 inadvertently contained an incorrect reporting person name, which was corrected with a Form 4/A filed on August 5, 2022.2023. | CIVITAS RESOURCES, INC. 2023 Proxy Statement | | | 61 | | | | |
CIVITAS RESOURCES, INC. 2024 Proxy Statement 57
TRANSACTIONS WITH RELATED PERSONSTransactions With Related Persons
Procedures for Review, Approval and Ratification of Related Person Transactions An “Interested Transaction” is any transaction, arrangement or relationship or series of similar transactions, arrangements or relationships (including any indebtedness or guarantee of indebtedness) in which: (i) the aggregate amount involved will or may be expected to exceed $120,000 in any fiscal year; (ii) the Company or any of its subsidiaries is a participant; and (iii) any “Related Party” has or will have a direct or indirect material interest (other than solely as a result of being a director or a less than 10% beneficial owner of another entity). A “Related Party” includes: •
a director or director nominee of the Company; •
an executive officer of the Company; •
a stockholder beneficially owning more than 5% of any class of the common stock of the Company; •
a person who is an immediate family member or sharing the household of any of the foregoing; or •
any firm, corporation, or other entity in which any of the foregoing persons is a partner or principal or in a similar position or in which such person has a 10% or greater beneficial ownership interest. Our Audit Committee reviews all Interested Transactions that the rules of the SEC require be disclosed in the Company’s proxy statement and makes a determination regarding the initial authorization or ratification of any such transaction. The Audit Committee is also charged with reviewing the material facts of all Interested Transactions and either approving or disapproving the Company’s participation in such transactions under the Company’s Related Party Transactions Policy adopted by the Board. This written policy preapproves the following transactions: •
any employment of an executive officer if his or her compensation is required to be reported in the Company’s proxy statement under Item 402 of Regulation S-K; •
director compensation which is required to be reported in the Company’s proxy statement under Item 402 of Regulation S-K; •
any transaction with another company at which a Related Party’s only relationship is as an employee (other than an executive officer), director, or beneficial owner of less than 10% of that company’s voting securities if the aggregate amount involved for any particular service does not exceed the greater of $500,000 or 25% of that company’s total annual revenues; and •
any charitable contribution, grant or endowment by the Company to a charitable organization, foundation, or university at which a Related Party’s only relationship is as an employee (other than an executive officer) or a director if the aggregate amount involved does not exceed the lesser of $200,000 or 10% of the charitable organization’s total annual receipts. Prior to a Related Party entering into an Interested Transaction, the Audit Committee reviews the material facts of such Interested Transaction and either approves or disapproves the Interested Transaction. If advance Audit Committee approval of an Interested Transaction is not feasible, then the Interested Transaction is considered and ratified (if the Audit Committee determines it to be appropriate) at the Audit Committee’s next regularly scheduled meeting. In determining whether to approve or disapprove an Interested Transaction, the Audit Committee takes into account, among other factors, the following: (i) whether the Interested Transaction is on terms no less favorable than terms generally available to an unaffiliated third-party under the same or similar circumstances, (ii) the extent of the Related Party’s interest in the transaction, and (iii) whether the Interested Transaction is material to the Company. Further, the policy requires all Interested Transactions that are required to be disclosed in the Company’s filings with the SEC to be disclosed in accordance with applicable laws, rules, and regulations. | CIVITAS RESOURCES, INC. 2023 Proxy Statement | | | 62 | | | | |
Related Party Transactions On January 24, 2023, we entered into a share purchase agreement (the “Share Purchase Agreement”) with CP Canada, for the purchase of 4,918,032 shares of our common stock in a privately-negotiated transaction (the “Purchase”). At the time of the Purchase, CP Canada beneficially owned 21,398,753 shares of common stock, which represented approximately 25.1% of the outstanding shares of common stock. CP Canada remains our largest shareholderstockholder following the Purchase, owning approximately 20.5%16.4% of the common stock currently outstanding. CIVITAS RESOURCES, INC. 2024 Proxy Statement 58
The price per share for the Purchase equaled $61.00 for a total purchase price of approximately $300 million. The Share Purchase Agreement contained customary representations and warranties of the Company and CP Canada. The Purchase and the Share Purchase Agreement were approved by the Board and, following a review pursuant to the Company’s Related Party Transactions Policy described above, by the Audit Committee. On February 22,August 2, 2023, following Mr. Dell’s departure from the Board,Company completed the Board appointed Mr. van Kempentransactions (such transactions, the “Tap Rock Acquisition”) contemplated by that certain membership interest purchase agreement, dated as Chairof June 19, 2023, by and between the Company, Tap Rock Resources Legacy, LLC, Tap Rock Resources Intermediate, LLC, Tap Rock Resources II Legacy, LLC, Tap Rock Resources II Intermediate, LLC, Tap Rock NM10 Legacy Holdings, LLC, Tap Rock NM10 Holdings Intermediate, LLC, and Tap Rock I Legacy, and Tap Rock Resources, LLC (collectively, the “Tap Rock Entities”), pursuant to serve onwhich certain subsidiaries of the Compensation Committee andTap Rock Entities became subsidiaries of the Nominating and Corporate Governance Committee. Prior to Mr. van Kempen’s appointments, he served asCompany (the “Tap Rock Acquired Subsidiaries”). Carrie Fox, one of the Chairman,Company’s independent directors, is the President and Chief Executive Officer of Driltek, Inc. (“Driltek”). Historically, certain of the Tap Rock Acquired Subsidiaries paid Driltek for DCP Midstream from January 2013 until December 2022. DCP Midstream, or certain affiliates thereof, are counterpartyoperational technical services (“Services”) pursuant to a master services agreement (the “Master Services Agreement”) and, as a result of the consummation of the Tap Rock Acquisition, the Company became party to the Company on several gas marketing, gas purchase, and other midstream contracts (the “Transactions”).Master Services Agreement for the provision of Services. The Transactionstransactions contemplated by the Master Services Agreement were made on an arms-length basis, are of like-kind for similar businesses to that of the Company, and were made in the ordinary course of the Company’s business. Forbusiness, and the fiscal year ended December 31, 2022, the CompanyMaster Services Agreement was paid approximately $450 million by DCP Midstream (or their affiliates) for production, inclusive of production attributable to certain non-operating, royalty, and other interests. The Transactions were not reviewedratified and approved pursuant to the Company’s Related Party Transactions Policy because, prior to Mr. van Kempen’s appointments, DCP MidstreamPolicy. For the fiscal year ended December 31, 2023, Driltek was not a Related Party andpaid approximately $195,000 by the Transactions were not Interested Transactions, and thus review and approval pursuant toCompany for Services following the Company’s Related Party Transactions Policy was not required.completion of the Tap Rock Acquisition. Mr. Troy Owens, brother of Mr. Matthew R. Owens, our former Chief Operating Officer, is employed by us as an engineer. Consistent with market compensation for his services, Mr. Troy Owens received approximately $0.2 million in aggregate cash compensation relating to the fiscal year ended December 31, 2022.2023. In addition, Mr. Troy Owens received certain long-term incentives during the same period in the form of restricted stock units that vest over a period of three years, as well as nonequity incentive compensation awards under the Company’s STIP and other benefits (including Company contributions to his 401(k)). During the period he served as Interim Chief Executive Officer, Mr. Benjamin Dell used a private aircraft for security reasons and to facilitate efficient business travel and such costs were paid by the Company to Kimmeridge Energy Management Company, LLC, one of our affiliates. This benefit is reported as “Other Compensation” in the 2022 Summary Compensation Table.
Other than as described above, from January 1, 20222023 to the present, there was no transaction or series of transactions, nor is there currently any proposed transaction, to which we were or are a party in which the amount involved exceeded or exceeds $120,000 and in which any of our directors, executive officers, holders of more than 5% of any class of our voting securities, or any member of the immediate family of any of the foregoing persons, had or will have a direct or indirect material interest, other than compensation arrangements with directors or executive officers, which are described in ““Compensation Discussion and Analysis”Analysis” and ““Executive Compensation Tables and Other Compensation Disclosure — Disclosure—Director Compensation.” | CIVITAS RESOURCES, INC. 2023CIVITAS RESOURCES, INC. 2024 Proxy Statement | | | 63 | | | | |
PROPOSAL ONE:
ELECTION OF DIRECTORS
Our Board is not classified, and all directors serve annual terms until their successors are duly elected and qualified. At the recommendation of the Nominating and Corporate Governance Committee, the Board has nominated the following individuals for election as directors of the Company to serve for a one-year term beginning at the Annual Meeting and expiring at the annual meeting to be held in 2024.
Wouter van Kempen Deborah Byers Morris R. Clark Chris Doyle Carrie M. Fox Carrie L. Hudak James M. Trimble Howard A. Willard III Jeffrey E. Wojahn
Each of the nominees currently serve as a director of the Company. Biographical information for each nominee is contained in the “Directors and Executive Officers” section above.
Under the Company’s Director Resignation Policy, each nominee director shall submit, at the time of such nominee’s nomination, a contingent resignation in writing to the chairman of the Nominating and Corporate Governance Committee, which would become effective only if (i) such director-nominee receives a Majority Withheld Vote at the stockholders’ meeting in question and (ii) the Board accepts the resignation. The Nominating and Corporate Governance Committee will make a recommendation to the Board of Directors as to whether to accept or reject the resignation of such incumbent director, or whether other action should be taken. The Board, taking into account the recommendation of the Nominating and Corporate Governance Committee, will act on the tendered resignation and publicly disclose its decision within 90 days of the stockholder meeting. If the Board does not accept such incumbent director’s resignation, such director will continue to serve until the next annual meeting of stockholders and until his or her successor is duly elected. See “Corporate Governance — Required Voting for Directors; Director Resignation Policy.”
The Board has no reason to believe that any of the director nominees will be unable or unwilling to serve if elected. However, if any director nominee becomes unable or unwilling to accept his nomination or election, either the number of the Company’s directors will be reduced or the persons acting under the proxy will vote for the election of a substitute nominee that the Board recommends.
The Board unanimously recommends that stockholders vote “FOR” Proposal One and approve the election of the director nominees.
| CIVITAS RESOURCES, INC. 2023 Proxy Statement | | | 64 | | | | |
PROPOSAL TWO: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANT The Audit Committee has selected Deloitte & Touche LLP (“Deloitte”) as the independent registered public accounting firm of the Company for the year ending December 31, 2023.2024. The Board is submitting the selection of Deloitte for ratification at the Annual Meeting. The submission of this matter for approval by stockholders is not legally required, but the Board and the Audit Committee believe the submission provides an opportunity for stockholders, through their vote, to communicate with the Board and the Audit Committee about an important aspect of corporate governance. If the stockholders do not ratify the selection of Deloitte, the Audit Committee will reconsider the selection of that firm as the Company’s auditors. The Audit Committee has the sole authority and responsibility to retain, evaluate, and replace the Company’s auditors. The stockholders’ ratification of the appointment of Deloitte does not limit the authority of the Audit Committee to change auditors at any time, if it determines that such a change would be in the best interests of the Company or our stockholders. Audit and Other Fees The following tables set forth the aggregate fees paid by the Company for audit and other permitted services provided by Deloitte for the years ended December 31, 20222023 and 2021:2022: Deloitte Description | | | 2022 ($) | | | 2021 ($) | | Audit Fees(1) | | | | | 1,944,883 | | | | | | 1,707,292 | | | Audit-Related Fees(2) | | | | | 233,443 | | | | | | 1,169,626 | | | Tax Fees(3) | | | | | 828,738 | | | | | | 645,911 | | | All Other Fees | | | | | — | | | | | | — | | | Total | | | | | 3,007,064 | | | | | | 3,522,829 | | |
| Description | | | 2023 ($) | | | 2022 ($) | | | Audit Fees(1) | | | 2,482,294 | | | 1,944,883 | | | Audit-Related Fees(2) | | | 677,352 | | | 233,443 | | | Tax Fees(3) | | | 458,973 | | | 828,738 | | | All Other Fees | | | — | | | — | | | Total | | | 3,618,619 | | | 3,007,064 | |
(1)
Services rendered in 20222023 and 20212022 include auditing our financial statements included in the Company’s Annual Report filed on Form 10-K and our internal controls over financial reporting and quarterly reviews of our interim financial statements filed on Form 10-Q. (2)
Includes fees for audits of, and related to, attest engagements, comfort letters, and similar items. (3)
Represents professional services in connection with income tax compliance and assistance with tax matters related to the acquisitions of HighPoint Resources Corporation, Extraction Oil & Gas, Inc and CPPIB Crestone Peak Resources America Inc.Permian Acquisitions. The charter of the Audit Committee requires that the Audit Committee review and pre-approve the plan and scope of the independent auditor’s audit, tax, and other services. The Audit Committee pre-approved 100% of the services described above under the captions “Audit Fees,” “Audit-Related Fees,”” “Tax Fees,” and “All Other Fees” incurred during 20222023 and 2021.2022. Audit and Non-Audit Services Pre-Approval Policy. The Audit Committee has adopted a Pre-Approval Policy (the “Policy”) for the approval of services of the independent registered public accounting firm (“Independent Auditor”). This Policy outlines the scope of services the Independent Auditor may provide to the Company. The Audit Committee must pre-approve the audit and non-audit services performed by its Independent Auditor in order to assure that the provision of such service does not impair the Independent Auditor’s independence. Before the Company engages an Independent Auditor to render any non-audit service, the engagement must be either: (1) specifically approved by the Audit Committee, or (2) entered into pursuant to the Policy. The Policy also specifies certain non-audit services that are prohibited from being performed by its Independent Auditor. The Policy describes the Audit, Audit-Related, and Tax services, and All Other Services that have the pre-approval of the Audit Committee. The term of any pre-approval is twelve months from the date of | CIVITAS RESOURCES, INC. 2023 Proxy Statement | | | 65 | | | | |
pre-approval, unless the Audit Committee specifically provides for a different period. The Audit Committee will periodically revise the list of pre-approved services, based on subsequent determinations. The Audit Committee shall review the Policy annually with management and its Independent Auditor for purposes of assuring its continued appropriateness and compliance with applicable listing standards, including regulations of the SEC and Public Company Accounting Oversight Board (the “PCAOB”). The Audit Committee may delegate CIVITAS RESOURCES, INC. 2024 Proxy Statement 60
pre-approval authority to one or more of its members. The member or members to whom such authority is delegated shall report any pre-approval decisions to the Audit Committee at its next scheduled meeting. The Audit Committee does not delegate to management the Audit Committee’s responsibilities to pre-approve services performed by the Independent Auditor. The Company’s management shall inform the Audit Committee of each service performed by the Independent Auditor pursuant to the Policy or performed in violation of the Policy. Requests or applications to provide services that require separate approval by the Audit Committee shall be submitted to the Audit Committee by both the Independent Auditor and the Chief Financial Officer or the Chief Accounting Officer and must include a joint statement as to whether, in their view, the request or application is consistent with the SEC’s and the PCAOB’s rules on registered public accounting firm independence. The Company expects that representatives of Deloitte will be present at the Annual Meeting to respond to appropriate questions and to make a statement if they desire to do so. The Board unanimously recommends that stockholders vote “FOR” Proposal Two and approve the ratification of the selection of Deloitte as the independent registered public accountant of the Company for 2024. CIVITAS RESOURCES, INC. 2024 Proxy Statement 61
PROPOSAL THREE: APPROVAL OF THE CIVITAS RESOURCES, INC. 2024 LONG TERM INCENTIVE PLAN Overview We are asking our stockholders to approve the Civitas Resources, Inc. 2024 Long Term Incentive Plan (the “Plan”), which, if approved by our stockholders, will supersede and replace the Civitas Resources, Inc. 2021 Long Term Incentive Plan (the “Prior Civitas Plan”), the Extraction Oil & Gas, Inc. 2021 Long Term Incentive Plan (the “Prior Extraction Plan”) and the Bonanza Creek Energy, Inc. 2017 Long Term Incentive Plan (the “Prior Bonanza Creek Plan” and, together with the Prior Civitas Plan and the Prior Extraction Plan, the “Prior Plans”) in their entirety. The Compensation Committee adopted the Plan on April 11, 2024, subject to the approval of our stockholders at the Annual Meeting. The Compensation Committee and the Board believe that adopting the Plan is in the best interests of the Company and its stockholders because it will permit the Company to continue to provide incentive equity-based grants to promote the growth and success of the Company by aligning the interests of the Plan participants with those of the Company’s stockholders, and enable the Company to recruit, reward, and retain employees, officers, consultants, and directors of the Company and its affiliates. If the Plan is approved by our stockholders at the Annual Meeting, the Plan will become effective on the date of the Annual Meeting, and the Prior Plans will terminate with respect to new awards effective on the date of the Annual Meeting, and from such date, no new awards will be granted under the Prior Plans. If the Plan is not approved by our stockholders at the Annual Meeting, the Plan will not become effective, and the Prior Civitas Plan will remain in effect until its expiration on June 2, 2031 and the Prior Extraction Plan will remain in effect until its expiration on January 20, 2031, in each case, in accordance with their terms (or, if occurring earlier, their termination), after which date no further awards may be granted under the Prior Civitas Plan or the Prior Extraction Plan. The Prior Bonanza Creek Plan was previously superseded and replaced by the Prior Civitas Plan, and no further awards will be granted under the Prior Bonanza Creek Plan regardless of whether the Plan is approved by our stockholders at the annual meeting. Whether or not the Plan is approved by our stockholders, each award granted under the Prior Plans prior to their expiration (or, if occurring earlier, their termination) will continue to be subject to the terms and provisions applicable to such award under the applicable award agreement and the applicable Prior Plan. If the Plan is approved by our stockholders, we intend to file, pursuant to the Securities Act, a registration statement on Form S-8 to register the additional shares of common stock as soon as reasonably practicable thereafter. Historical Information The Prior Bonanza Creek Plan provided that the aggregate number of shares of common stock that were authorized for issuance thereunder was 2,467,430, and the Prior Civitas Plan, which replaced and superseded the Prior Bonanza Creek Plan in 2021, authorized for issuance an incremental 700,000 shares of common stock to those previously reserved under the Prior Bonanza Creek Plan. If any award granted under the Prior Civitas Plan or the Prior Bonanza Creek Plan expires or is canceled or forfeited, or if an award granted under the Prior Civitas Plan or the Prior Bonanza Creek Plan is settled in cash or otherwise terminates without delivery of any shares of common stock subject thereto, then the number of shares of common stock counted against the aggregate number of shares available under the Prior Civitas Plan with respect to such award shall again be available for issuance under the Prior Civitas Plan. The number of shares authorized for issuance under the Prior Civitas Plan is subject to adjustment in accordance with the terms of the Prior Civitas Plan upon certain changes in capitalization and similar events. In addition, in the event the Company substitutes or assumes awards in connection with a merger or similar event, the total number of shares of common stock reserved for issuance shall be increased by the corresponding number of awards assumed and, in the case of a substitution, by the net increase in the number of shares of common stock subject to awards before and after the substitution. In conjunction with the Extraction Merger, the Company assumed the Prior Extraction Plan, which reserved 3,305,080 shares of common stock that became issuable by the Company. Shares of common stock subject to an award granted under the Prior Extraction Plan that expire or are canceled, forfeited, exchanged, settled in cash, or otherwise terminated (including shares forfeited with respect to restricted stock and the number of shares withheld or surrendered in payment of any exercise or purchase price of an award or taxes relating to an award) will again be available for awards under the Prior Extraction Plan. The number of shares authorized for issuance CIVITAS RESOURCES, INC. 2024 Proxy Statement 62
under the Prior Extraction Plan is subject to adjustment in accordance with the terms of the Prior Extraction Plan upon certain changes in capitalization and similar events. If the Plan is approved by our stockholders, 3,100,000 shares of common stock will be authorized for issuance thereunder, subject to adjustment in accordance with the terms of the Plan. This number includes 1,250,000 shares of common stock newly reserved for issuance under the Plan. The market price per share of the securities underlying the shares as of April 8, 2024 was $75.72. For additional information regarding equity-based awards previously granted under the Prior Plans, please see Note 7 to our consolidated financial statements filed with our Form 10-K for the fiscal year ended December 31, 2023. The following table provides certain additional information regarding awards outstanding and unvested under the Prior Plans as of April 8, 2024. | Total Full Value Awards Outstanding(1) | | | 1,759,244 | | | Total Outstanding Stock Options(2) | | | 1,131 | | | Weighted-Average Exercise Price of Stock Options Outstanding | | | $34.36 | | | Weighted-Average Remaining Duration of Stock Options Outstanding | | | 3.0 | | | Total Number of Shares Available for Issuance under the Prior Plans(3) | | | 1,570,330 | | | Total Shares of Common Stock Outstanding | | | 100,090,259 | |
(1)
The total number of full value awards outstanding as of April 8, 2024 includes RSUs, DSUs, and PSUs. The number of shares subject to outstanding PSUs assumes performance at the target performance level. (2)
No SARs were outstanding as of April 8, 2024. (3)
The Prior Civitas Plan and the Prior Extraction Plan are our only active equity plans. The Company commits to grant no more than 20,000 shares subject to awards granted under the Prior Civitas Plan and the Prior Extraction Plan between April 8, 2024 and the date of the Annual Meeting. No additional shares may be granted under the Prior Civitas Plan and the Prior Extraction Plan subject to the approval of the Plan. The number of shares remaining available for future grant under the Prior Civitas Plan and the Prior Extraction Plan reflects PSUs at target payout. Equity Use Equity-based incentive awards represent a significant portion of our named executive officers’ compensation, representing approximately 87.5% of their total target compensation. Expected Plan Duration. Based on our historic and projected future use of equity-based compensation, we estimate that the shares requested under the Plan will be sufficient to provide awards for approximately three years. However, the actual duration of the share reserve will depend on currently unknown factors, such as the Company’s future stock price, changes in participation, our hiring and promotion activity, future grant practices, award type mix and levels, competitive market practices, acquisitions and divestitures, and the rate of returned shares due to forfeitures. Burn Rate. Our burn rate over the last three years has averaged 1.42%. “Burn rate” is calculated by dividing the total number of shares subject to equity awards granted in a given year by the total weighted average number of shares of common stock outstanding during the period and does not reflect any forfeitures or cancellations. | | | | 2023 | | | 2022 | | | 2021 | | | Stock Options and SARs Granted | | | — | | | — | | | — | | | Time-Based RSUs and DSUs Granted | | | 607,987 | | | 573,524 | | | 662,748 | | | PSUs Granted | | | 290,496 | | | 282,224 | | | 177,034 | | | Weighted-Average Fully Diluted Common Shares Outstanding | | | 86,988,000 | | | 85,604,000 | | | 37,746,000 | | | Burn Rate | | | 1.03% | | | 1.00% | | | 2.22% | | | 3 Year Average Burn Rate | | | | | | | | | 1.42% | |
Overhang Calculation. Our existing overhang as of April 8, 2024 is 1.76%. “Overhang” is a measure of potential dilution from equity compensation plans and is calculated by dividing the number of shares of common stock subject to equity awards outstanding plus the number of shares available for future grants under our equity plans by the total number of shares of common stock outstanding. Following the approval of the Plan, total potential overhang is expected to increase by 3.10% to 4.86%. CIVITAS RESOURCES, INC. 2024 Proxy Statement 63
| | | | As of April 8, 2024 | | | Overhang | | | Total Shares of Common Stock Outstanding | | | 100,090,259 | | | | | | Total Number of Shares Subject to Outstanding Awards(1) | | | 1,760,375 | | | 1.76% | | | Shares Available for Grant under the Prior Plans(2) | | | 0 | | | 0.00% | | | Existing Overhang | | | 1,760,375 | | | 1.76% | | | Incremental Overhang from Proposed Share Authorization under the Plan | | | 3,100,000 | | | 3.10% | | | Total Potential Overhang | | | 4,860,375 | | | 4.86% | |
(1)
The number of shares subject to outstanding PSUs assumes performance at the target performance level. (2)
No additional shares may be granted under the Prior Plans upon approval of the Plan. Key Features of the Plan •
No new awards will be granted under the Prior Plans following the Annual Meeting if the Plan is approved by our stockholders; •
No automatic awards are promised to any eligible individual (other than automatic annual grants of deferred stock units to our non-employee directors in accordance with our Amended & Restated Independent Director Compensation Program, which grants will not be made prior to stockholder approval of the Plan); •
Administered by the Compensation Committee, an independent committee of our Board; •
No evergreen or automatic reload provision for the share reserve; •
Ten-year term; •
No automatic acceleration of vesting of awards in the event of a change in control of the Company unless the awards are not assumed or substituted in connection with the change in control; •
Awards are subject to the Company’s Clawback Policy, Recoupment Policy or any similar policies adopted by the Company or required by applicable law or regulation; •
No re-pricing of stock options or stock appreciation rights without stockholder approval; •
Meaningful annual limits on total director compensation; •
No granting of stock options and SARs with a per share exercise price of less than 100% of the fair market value of a share of common stock on the date of grant; •
Awards granted under the Plan will not be eligible to vest earlier than first anniversary of the date of grant (subject to exceptions for (i) awards granted to non-employee directors that vest on the earlier of the one-year anniversary of the grant date and the first annual meeting of the Company’s stockholders following the grant date (provided that such vesting period may not be less than 50 weeks) and (ii) up to 5% of the shares reserved for issuance under the Plan may be issued pursuant to Awards that do not comply with such minimum one-year vesting period or clause (i) of this bullet point); •
No liberal share recycling for stock option awards or SARs; •
No payment of dividends or dividend equivalents until the underlying award is vested; •
No “golden parachute” or tax gross ups; and •
Awards are generally non-transferrable. Summary of the Material Terms of the Plan The following is a summary of the material terms of the Plan and is qualified in its entirety by reference to the Plan included as Appendix A to this proxy statement, which is incorporated by reference into this Proposal Three. Purpose The purpose of the Plan is to promote the success of the Company’s business for the benefit of its stockholders by enabling the Company to offer eligible individuals cash and stock-based incentives in order to attract, retain and reward such individuals and strengthen the mutuality of interests between such individuals and the Company’s stockholders. | CIVITAS RESOURCES, INC. 2023 Proxy Statement | | | 66 | | | | |
CIVITAS RESOURCES, INC. 2024 Proxy Statement 64
Awards The Plan provides for the grant of the following types of awards (each, an “Award”): (i) stock options (in the form of either incentive stock options, within the meaning of Section 422 of the Code (“ISOs”) or non-qualified stock options (“NSOs”)), (ii) SARs, (iii) restricted stock, (iv) RSUs, (v) performance awards, (vi) other stock-based awards and (vii) cash awards. Securities Offered Subject to adjustment pursuant to the Plan in the event of certain changes in our capitalization or corporate transactions or events, a total of 3,100,000 shares of our common stock have been reserved for issuance pursuant to Awards under the Plan. No more than 3,100,000 shares of our common stock under the Plan may be issued pursuant to ISOs. Any shares of our common stock subject to an Award that expires or is canceled, forfeited or otherwise terminated without issuance of the full number of shares to which such Award relates or subject to Award other than an option or a SAR that is delivered, withheld or surrendered to satisfy any tax withholding obligations, will, in each case, again be available for issuance or delivery pursuant to other Awards under the Plan. Any shares of our common stock subject to an option or a SAR under the Plan will not again be available for issuance or delivery under the Plan if such shares are tendered, withheld or surrendered in payment of the exercise price of such option or SAR or taxes relating to such option or SAR, shares that were not issued or delivered as a result of the net settlement or net exercise of such option or SAR or shares repurchased on the open market with the proceeds of an option’s exercise price. Administration The Plan is administered by a committee of our Board that has been duly authorized to administer the Plan, except if no such committee is authorized by our Board, our Board will administer the Plan (as applicable, the “Committee”). The Committee has broad discretion to administer the Plan, including, but not limited to, the power to determine the eligible individuals to whom Awards will be granted, the number and type of Awards to be granted and the terms and conditions of Awards. The Committee may also accelerate the vesting or exercise of any Award and make all other determinations and take all other actions necessary or advisable for the administration of the Plan. Eligibility Employees and consultants of the Company and its affiliates, as well as non-employee members of our Board, are eligible to receive Awards under the Plan, as determined by the Committee in its sole discretion. As of April 8, 2024, the Company and its affiliates had 585 employees, 255 consultants, and 8 non-employee directors who would be eligible to participate in the Plan. Non-Employee Director Compensation Limits Under the Plan, in a single calendar year, a non-employee director may not be granted Awards for such individual’s service on our Board having a value in excess of $750,000 (except that, (a) the Committee may make exceptions to this limit, but the non-employee director receiving such additional compensation may not participate in the decision to award such compensation or in other contemporaneous decisions involving compensation for non-employee directors and (b) for any year in which a non-employee director first commences services on our Board, serves on a special committee of our Board or serves as lead director or non-executive chair of our Board, this limit will be increased to $1,000,000). Minimum Vesting Schedule The Plan provides that a vesting period of at least one year will apply to all Awards issued under the Plan, except that (i) an award granted to a non-employee director may vest on the earlier of (a) the date that is one year following the date on which such award is granted or (b) the first annual meeting of the Company’s stockholders that occurs following the date such award is granted, provided that such vesting period may not be less than 50 weeks following the date such award is granted and (ii) up to 5% of the shares reserved for issuance under the Plan may be issued pursuant to Awards that do not comply with such minimum one-year vesting period or clause (i) of this sentence. Types of Awards Options. We may grant options to eligible individuals under the Plan, except that ISOs may only be granted to individuals who are our employees or employees of one of our subsidiaries, in accordance with Section 422 of the Code. The exercise price of an option cannot be less than 100% of the fair market value of a share of our CIVITAS RESOURCES, INC. 2024 Proxy Statement 65
common stock on the date on which the option is granted, and the option must not be exercisable for longer than ten years following the date of grant. However, in the case of an ISO granted to an individual who owns (or is deemed to own) at least 10% of the total combined voting power of all classes of our equity securities, the exercise price of the option must be at least 110% of the fair market value of a share of common stock on the date of grant, and the option must not be exercisable for longer than five years from the date of grant. The Committee has the discretion to determine other terms and conditions of an option Award. SARs. A SAR is the right to receive an amount equal to the excess of the fair market value of one share of our common stock on the date of exercise over the grant price of the SAR. The grant price of a SAR cannot be less than 100% of the fair market value of a share of our common stock on the date on which the SAR is granted. The term of a SAR may not exceed ten years. SARs may be granted in connection with, or independent of, other Awards. The Committee has the discretion to determine other terms and conditions of a SAR Award. Restricted Stock Awards. A restricted stock Award is a grant of shares of our common stock subject to certain restrictions on transferability and risk of forfeiture as determined by the Committee. Unless otherwise determined by the Committee and specified in the applicable Award agreement, the holder of a restricted stock Award will have all of the rights of a stockholder, including, without limitation, the right to vote the shares of our common stock subject to the restricted stock Award and the right to receive dividends on the shares of our common stock subject to the restricted stock Award during the applicable restriction period. The Committee may determine on what terms and conditions the participant will be entitled to dividends payable on the shares of restricted stock, provided that any dividends payable with respect to an Award of restricted stock will be payable to the participant only if and when the underlying Award vests, and any dividends payable with respect to Awards of restricted stock that do not vest will be forfeited. The Committee has the discretion to determine other terms and conditions of a restricted stock Award. Restricted Stock Units. An RSU is a right to receive cash, shares of our common stock or other consideration as determined by the Committee, subject to certain vesting conditions and other restrictions, equal to the fair market value of one share of our common stock on the date of vesting. RSUs may be subject to certain restrictions, including, without limitation, a risk of forfeiture, as determined by the Committee. The Committee may determine that a grant of RSUs will provide a participant a right to receive dividend equivalents, which entitles the participant to receive the equivalent value (in cash or shares of our common stock) of dividends paid on the underlying shares of our common stock. Dividend equivalents will be subject to the same restrictions as the RSUs with respect to which the dividend equivalents are granted. Any dividend equivalents payable with respect to an award of RSUs will be payable to the participant only if and when the underlying Award vests, and any dividend equivalents payable with respect to awards of RSUs that do not vest will be forfeited. The Committee has the discretion to determine other terms and conditions of an RSU Award. Performance Awards. A performance award is an Award that vests and/or becomes exercisable or distributable subject to the achievement of certain performance goals during a specified performance period, as established by the Committee. Performance awards may be granted alone or in addition to other Awards under the Plan, and may be paid in cash, shares of our common stock, other property, or any combination thereof, in the sole discretion of the Committee. Dividend equivalents will be subject to the same restrictions as the performance award. Any dividend equivalents payable with respect to a performance award will be payable to the participant only if and when the underlying performance award vests, and any dividend equivalents payable with respect to performance awards that do not vest will be forfeited. The Committee has the discretion to determine other terms and conditions of a performance award. Other Stock-Based Awards. Other stock-based awards are Awards payable in, valued in whole or in part by reference to, or otherwise based on or related to shares of our common stock. Other stock-based awards may be granted alone or in addition to other Awards under the Plan. Dividend equivalents will be subject to the same restrictions as the other stock-based award. Any dividend equivalents payable with respect to any other stock-based award will be payable to the participant only if and when the underlying other stock-based award vests, and any dividend equivalents payable with respect to other stock-based awards that do not vest will be forfeited. The Committee has the discretion to determine other terms and conditions of any other stock-based award. Cash Awards. Cash awards may be granted under the Plan in such amounts, on such terms and conditions, and for such consideration as the Committee will determine in its sole discretion. Certain Transactions In the event of certain changes in our capitalization or corporate transactions or events, such as a split, recapitalization, combination, merger, consolidation, statutory exchange, spin-off, reorganization, sale or transfer of all or substantially all the Company’s assets or business, or other corporate transaction or event, appropriate adjustments will be made by the Committee to the number of shares available for issuance under the Plan and/or the shares subject to Awards granted under the Plan. CIVITAS RESOURCES, INC. 2024 Proxy Statement 66
Change in Control The Plan does not provide for the automatic acceleration of vesting of outstanding Awards upon a change in control solely with respect to the occurrence of the change in control unless the successor company fails to assume or substitute the Awards in connection with such change in control, unless otherwise provided in an award agreement or any applicable employment agreement, severance agreement, or similar agreement. To the extent the successor company fails to assume or substitute the Awards, any performance-based awards will be deemed earned at the greater of (i) the target level of performance as set forth in the award agreement, and (ii) the actual performance achieved, as determined by the Compensation Committee immediately prior to the change in control in its sole discretion. Unless the individual award agreement or any applicable employment agreement, severance agreement or similar agreement provides otherwise, if the successor company assumes or substitutes the Awards, vesting of the assumed Award granted prior to such change in control or substituted awards granted in connection with such change in control will be accelerated upon a subsequent termination of the participant’s service, consulting relationship or employment without cause, or, if the participant resigns for good reason, in each case, within 24 months following the change in control, with any performance-based awards deemed earned at the greater of (i) the target level of performance as set forth in the award agreement, and (ii) the actual performance achieved, measured, and calculated as of the date of such termination pursuant to a shortened performance period ending on the date of such termination. For purposes of the Plan, an Award generally will be considered assumed or substituted by the successor company if following the change in control the Award (i) relates to publicly traded equity securities of the Company or the surviving entity or an affiliate thereof and (ii) confers the right to purchase or receive, for each share of common stock subject to the Award immediately prior to such change in control, on substantially the same vesting and other terms and conditions as were applicable to the Award immediately prior to such change in control, the consideration received in such change in control by the Company’s stockholders, however, if the consideration received by the Company’s stockholders is not solely common stock of the successor company, the Compensation Committee may, with the consent of the successor company, provide that the consideration to be received upon the exercise or vesting of an Award will be solely common stock of the successor company, substantially equal in fair market value to the per share consideration received by the Company’s stockholders in the change of control. Clawback All Awards granted under the Plan are subject to clawback, cancellation, recoupment, rescission, payback, reduction, or other similar action in accordance with the Company’s Clawback Policy, Recoupment Policy or similar policies or any applicable law related to such actions. Amendment and Termination Our Board or the Committee may at any time amend, suspend, or terminate the Plan, provided that the rights of a participant granted an Award prior to such amendment, suspension, or termination may not be materially impaired without such participant’s consent. In addition, stockholder approval will be required for any amendment to the extent necessary to comply with applicable law or applicable exchange listing standards. Our Board or the Committee will not have the authority, without the approval of the Company’s stockholders, to amend any outstanding option or SAR to reduce its exercise price per share or to take any action that would be considered a “repricing” of an option or SAR under the applicable exchange listing standards. The Plan will remain in effect for a period of ten years (unless earlier terminated in accordance with its terms). Material U.S. Federal Income Tax Consequences The following is a general summary under current law of the principal U.S. federal income tax consequences related to awards under the Plan. This summary deals with the general federal income tax principles that apply and is provided only for general information. Some kinds of taxes, such as state, local, and foreign income taxes and federal employment taxes, are not discussed. This summary is not intended as tax advice to participants, who should consult their own tax advisors. Tax Consequences to Participants Non-Qualified Stock Options If a participant is granted an NSO under the Plan, the participant should not have taxable income on the grant of the option. Generally, the participant should recognize ordinary income at the time of exercise in an CIVITAS RESOURCES, INC. 2024 Proxy Statement 67
amount equal to the fair market value of the shares acquired on the date of exercise, less the exercise price paid for the shares. The participant’s basis in the common stock for purposes of determining gain or loss on a subsequent sale or disposition of such shares generally will be the fair market value of our common stock on the date the participant exercises such option. Any subsequent gain or loss will be taxable as a long-term or short-term capital gain or loss. Subject to the discussion under “Tax Consequences to the Company” below, the Company and its subsidiaries or affiliates generally should be entitled to a federal income tax deduction at the time and for the same amount as the participant recognizes ordinary income. Incentive Stock Options A participant receiving ISOs should not recognize taxable income upon grant. Additionally, if applicable holding period requirements are met, the participant should not recognize taxable income at the time of exercise. However, the excess of the fair market value of the shares of our common stock received over the option exercise price is an item of tax preference income potentially subject to the alternative minimum tax. If stock acquired upon exercise of an ISO is held for a minimum of two years from the date of grant and one year from the date of exercise and otherwise satisfies the ISO requirements, the gain or loss (in an amount equal to the difference between the fair market value on the date of disposition and the exercise price) upon disposition of the stock will be treated as a long-term capital gain or loss, and we will not be entitled to any deduction. If the holding period requirements are not met, the ISO will be treated as one that does not meet the requirements of the Code for ISOs and the participant will recognize ordinary income at the time of the disposition equal to the excess of the amount realized over the exercise price, but not more than the excess of the fair market value of the shares on the date the ISO is exercised over the exercise price, with any remaining gain or loss being treated as capital gain or capital loss. We or our subsidiaries or affiliates generally are not entitled to a federal income tax deduction upon either the exercise of an ISO or upon disposition of the shares acquired pursuant to such exercise, except to the extent that the participant recognizes ordinary income on disposition of the shares. Other Awards The current federal income tax consequences of other awards authorized under the Plan generally follow certain basic patterns: SARs are taxed and deductible in substantially the same manner as NSOs; nontransferable restricted stock subject to a substantial risk of forfeiture results in income recognition equal to the excess of the fair market value over the price paid, if any, only at the time the restrictions lapse (unless the recipient elects to accelerate recognition as of the date of grant through a Section 83(b) election); RSUs, dividend equivalents and other stock or cash based awards are generally subject to tax at the time of payment. Subject to the discussion under “Tax Consequences to the Company” below, we or our subsidiaries or affiliates generally should be entitled to a federal income tax deduction at the time and for the same amount as the award recipient recognizes ordinary income. Section 409A of the Code Certain types of awards under the Plan may constitute, or provide for, a deferral of compensation subject to Section 409A of the Code. Unless certain requirements set forth in Section 409A of the Code are complied with, holders of such awards may be taxed earlier than would otherwise be the case (e.g., at the time of vesting instead of the time of payment) and may be subject to an additional 20% penalty tax (and, potentially, certain interest, penalties, and additional state taxes). To the extent applicable, the Plan and awards granted under the Plan are intended to be structured and interpreted in a manner intended to either comply with or be exempt from Section 409A of the Code and the Department of Treasury regulations and other interpretive guidance that may be issued under Section 409A of the Code. To the extent determined necessary or appropriate by the plan administrator, the Plan and applicable award agreements may be amended to further comply with Section 409A of the Code or to exempt the applicable awards from Section 409A of the Code. Tax Consequences to the Company Reasonable Compensation. For the amounts described above to be deductible by the Company, such amounts must constitute reasonable compensation for services rendered or to be rendered and must be ordinary and necessary business expenses. Golden Parachute Payments. The Company’s ability (or the ability of one of our subsidiaries) to obtain a deduction for future payments under the Plan could also be limited by the golden parachute rules of Section 280G of the Code, which prevent the deductibility of certain excess parachute payments made in connection with a change in control of an employer-corporation. Compensation of Covered Employees. Our ability to obtain a deduction for amounts paid under the Plan could be limited by Section 162(m) of the Code. Section 162(m) of the Code limits our ability to deduct CIVITAS RESOURCES, INC. 2024 Proxy Statement 68
compensation, for federal income tax purposes, paid during any year to a “covered employee” (within the meaning of Section 162(m) of the Code) in excess of $1,000,000. New Plan Benefits No awards have been granted or promised under the Plan. Awards are subject to the discretion of the Compensation Committee and no determination has been made as to the awards that will be granted in the future to specific individuals pursuant to the Plan. It presently is not possible to determine the benefits or amounts that will be received by or allocated to participants under the Plan or would have been received by or allocated to participants for the last completed fiscal year if the Plan then had been in effect because awards under the Plan will be made at the discretion of the Compensation Committee. Therefore, a New Plan Benefits table is not provided. Vote Required for Approval The affirmative vote of stockholders holding at least a majority of the shares present and entitled to be voted on the proposal is required for approval of Proposal Three. If you own shares through a bank, broker, or other holder of record, you must instruct your bank, broker, or other holder of record how to vote in order for them to vote your shares so that your vote can be counted on this proposal. The Board unanimously recommends that the stockholders vote “FOR” Proposal Three and approve the adoption of the Civitas Resources, Inc. 2024 Long Term Incentive Plan as disclosed in this proxy statement. CIVITAS RESOURCES, INC. 2024 Proxy Statement 69
PROPOSAL THREE: FOUR: ADVISORY VOTE ON EXECUTIVE COMPENSATION We are asking our stockholders to provide advisory, non-binding approval of the compensation paid to our named executive officers, as described in the “Compensation Discussion and Analysis” section of this proxy statement (the “CD&A”). Our Board recognizes that executive compensation is an important matter for our stockholders. As described in detail in the CD&A section of this proxy statement, the Compensation Committee is tasked with the implementation of our executive compensation philosophy. In particular, the Compensation Committee strives to attract, retain, and motivate the best executives we can identify and recruit, to reward past performance measured against established goals and provide incentives for future performance and to align executives’ long-term interests with the interests of our stockholders. To do so, the Compensation Committee uses a combination of short-term and long-term incentive compensation to reward excellent performance and to encourage executives’ commitment to our long-range, strategic business goals. It is the intention of the Compensation Committee that our named executive officers be compensated competitively with the market and consistently with our strategy, sound corporate governance principles, and stockholder interests and concerns. As described in the CD&A, we believe our compensation program is effective, appropriate, and strongly aligned with the long-term interests of our stockholders and that the total compensation packages provided to our named executive officers (including potential payouts upon a termination or change in control) are reasonable and not excessive. As you consider this Proposal Three,Four, we urge you to read the CD&A section of this proxy statement for additional details on executive compensation, including information about our compensation philosophy and objectives and the past compensation of our named executive officers, and to review the tabular disclosures regarding named executive officer compensation together with the accompanying narrative disclosures in this proxy statement. Some of the program features incorporated by the Compensation Committee to align our executive compensation program with our executive compensation philosophy include: •
performance-based and time-based equity awards, weighted predominantly to performance-based, incorporating a three-year vesting period to emphasize long-term performance and named executive officer commitment and retention; •
annual performance-based cash awards incorporating operational, financial, and performance metrics in order to properly balance risk with the incentives needed to drive our key annual initiatives — initiatives—such awards impose maximum payouts to further manage risk and mitigate the possibility of excessive payments; •
double-trigger requirement for any acceleration of vesting of equity upon a change in control (i.e., a termination without cause or resignation for good reason is required in connection with a change in control); •
stock ownership policy to further align the interests of our named executive officers with the interests of our stockholders; and •
a policy requiring recoupment of certain incentive compensation paid to named executive officers under circumstances wherein named executive officers’ conduct constitutes “Detrimental Conduct” under the policy. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies, and practices described in this proxy statement. As an advisory vote, Proposal ThreeFour is not binding on our Board or the Compensation Committee, will not overrule any decisions made by our Board or the Compensation Committee, and will not require our Board or the Compensation Committee to take any specific action. Although the vote is non-binding, our Board and the Compensation Committee value the opinions of our stockholders and will carefully consider the outcome of the vote when making future compensation decisions for our named executive officers. | CIVITAS RESOURCES, INC. 2023 Proxy Statement | | | 67 | | | | |
We are asking stockholders to vote “FOR” the following resolution: “RESOLVED, that the stockholders approve, on an advisory basis, the compensation philosophy, policies, and procedures and the compensation of the named executive officers as disclosed in the proxy statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the compensation discussion and analysis, the compensation tables, and any related material disclosed in the proxy statement.” CIVITAS RESOURCES, INC. 2024 Proxy Statement 70
The affirmative vote of stockholders holding at least a majority of the shares present and entitled to be voted on the proposal is required for approval of Proposal Three.Four. If you own shares through a bank, broker, or other holder of record, you must instruct your bank, broker, or other holder of record how to vote in order for them to vote your shares so that your vote can be counted on this proposal. The Board unanimously recommends that the stockholders vote “FOR” Proposal ThreeFour and approve the compensation of the named executive officers of the Company on an advisory basis, as disclosed in this proxy statement pursuant to the compensation disclosure rules of the SEC. | CIVITAS RESOURCES, INC. 2023CIVITAS RESOURCES, INC. 2024 Proxy Statement | | | 68 | | | | |
PROPOSAL FOUR:
THE SPECIAL MEETING AMENDMENT
Our Board is submitting for stockholder approval a proposal to amend our certificate of incorporation to allow special meetings to be called at request of holders of 15% of the Company’s outstanding capital stock who have continuously beneficially owned such shares for at least one year, subject to certain conditions (the “Special Meeting Amendment”). Our certificate of incorporation currently provides that special meetings of stockholders may only be called by the Board. After consideration of the current and emerging practices of other public companies, our Board has determined that our certificate of incorporation should be amended to allow one or more stockholders of record that collectively (x) Own (as proposed to be defined in the Fourth Amended and Restated Certificate of Incorporation (the “New Certificate”)) shares representing at least 15% (the “Requisite Percentage”) of the outstanding shares of the capital stock of the Company entitled to vote on the matter or matters proposed to be brought before the proposed special meeting and (y) have Owned the Requisite Percentage of such shares for at least 365 consecutive days prior to the date of such request (the “Requisite Holding Period”) to call a special meeting of stockholders, pursuant to and in accordance with Article 6.1.2 of the New Certificate. Our Board has determined it is in the best interests of the Company and our stockholders to amend our certificate of incorporation to reflect the Special Meeting Amendment.
The board believes that the 15% threshold strikes an appropriate balance between enhancing stockholder rights while not providing a mechanism for individual stockholders to pursue special interests that are not in the best interests of the Company and its stockholders in general. The proposed threshold is also consistent with the proposition that special meetings should be limited to extraordinary matters or significant strategic concerns, such as the removal or replacement of directors, that require attention prior to the next annual meeting. In addition, the Ownership requirement will help reduce the risk that a small group of short-term, special interest or self-interested stockholders initiate actions that are not in the best interests of the Company or its stockholders and reduce the financial and administrative burdens on the Company.
The description of the Special Meeting Amendment is qualified in its entirety by reference to the text of the proposed revisions, which are set forth under Article 6.1 in the New Certificate (attached as Appendix A). Additions are indicated by underlining, and deletions are indicated by strike-outs. If our stockholders approve this Proposal Four, the changes described in this section will become legally effective upon the filing of the New Certificate with the Secretary of State of the State of Delaware, and we intend to file the New Certificate with the Secretary of State of the State of Delaware shortly following the Annual Meeting. If our stockholders do not approve this Proposal Four, the changes described in this section will not be made, and the Special Meeting Amendment described in this section will not take effect. The approval of this Proposal Four is not conditioned upon approval of any of the other Charter Proposals.
The affirmative vote of stockholders holding at least a majority of the outstanding voting stock of the Company is required for approval of this Proposal Four. If a stockholder abstains from voting or directs the stockholder’s proxy to abstain from voting on this Proposal Four, the abstention has the same effect as a vote against this Proposal Four. Shares of voting stock of the Company resulting in broker non-votes, if any, also have the same effect as a vote against the proposal.
The Board unanimously recommends that the stockholders vote “FOR” Proposal Four and approve the proposed Special Meeting Amendment to allow special meetings to be called at request of holders of 15% of the Company’s outstanding common stock who have held such shares for at least one year, subject to certain conditions.
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PROPOSAL FIVE: ADVISORY VOTE ON THE WRITTEN CONSENT AMENDMENTFREQUENCY OF FUTURE “SAY-ON-PAY” VOTES Our Board is submitting for stockholder approval In addition to the advisory “Say-on-Pay” vote, the Dodd-Frank Wall Street Reform and Consumer Protection Act also requires a proposal to amendrelated non-binding advisory vote that enables our certificate of incorporation to allow stockholders to act by written consent (the “Written Consent Amendment”). Article 6.2indicate how frequently we should seek an advisory “Say-on-Pay” vote, such as Proposal Four, included in this proxy statement, on the compensation of our certificatenamed executive officers, as disclosed pursuant to the SEC’s compensation disclosure rules. By voting on Proposal Five, stockholders may indicate whether the advisory “Say-on-Pay” vote should occur every three years, every two years or every year. After careful consideration of incorporation currently prohibits stockholders from acting by written consent in lieu of a special meeting. Ourthis Proposal Five, the Board has determined itthat an advisory vote on executive compensation that occurs every year is the most appropriate alternative for our company, and therefore the Board recommends that you support a frequency period of every year for the advisory vote on executive compensation. Setting a one-year period for holding this stockholder vote will enhance stockholder communication by providing a clear, simple means for us to obtain information on investor sentiment about our executive compensation philosophy. Annual voting provides for a higher level of accountability and allows for direct and immediate feedback on the Company’s executive compensation philosophy, policies, and practices as disclosed in the best interestsproxy statement each year. As an advisory vote, Proposal Five is not binding on our Board, will not overrule any decisions made by our Board, and will not require our Board to take any specific action. Although the vote is non-binding, our Board values the opinions of our stockholders and will carefully consider the outcome of the Company andvote when making decisions with respect to future “Say-on-Pay” frequency proposals. We are soliciting your advice on the following resolution: “RESOLVED, that an advisory “Say-on-Pay” vote of our stockholders to amend our certificate of incorporation to reflectapprove the Written Consent Amendment. The Written Consent Amendment would include various procedural safeguards to address concerns that the written consent process could be abused:
•
To reduce the risk that a small group of short-term, special interest or self-interested stockholders initiate actions that are not in the best interestscompensation of the Company or its stockholders and reducenamed executive officers, as disclosed pursuant to the financial and administrative burdens onSEC’s compensation disclosure rules (which disclosure includes the Company,CD&A, the proposed amendments would allow stockholders of record at the time of the request, who have collectively Owned at least the Requisite Percentage of the outstanding shares of the capital stock of the Company entitled to vote on the matter or matters proposed to be brought before the proposed special meeting for at least the Requisite Holding Period, to request that the Board set a record date to determine the stockholders entitled to act by written consent. The ownership threshold required to request stockholder action by written consent is the same ownership threshold required for stockholders to call a special meeting. The Board believes that the ownership threshold for setting a record date to act by written consent and calling a special meeting should be the same so there is no advantage to proceeding by special meeting versus by written consent. Any action by written consent must be approved by stockholders holding at least the minimum number of votes that would be necessary to take the corporate action at a meeting at which all shares entitled to vote thereon were present and voted, in accordance with the DGCL2023 Summary Compensation Table, and the New Certificate.
•
To protect against stockholder disenfranchisement, written consents mustother related tables and disclosures), shall be solicited from all stockholders in accordance with Regulation 14A of the Exchange Act and other applicable law, ensuring that a written consent solicitation statement is publicly filed and giving each stockholder the right to consider and act on a proposal. This protection also would eliminate the possibility that a small group of stockholders could act without a public and transparent discussion of the merits of any proposed action and without input from all stockholders. Moreover, any such small group of stockholders may not owe a fiduciary duty to all stockholders and could act without deliberation and comment from our management or the Board. Depriving stockholders of this important deliberative process, during which stockholders can consider the advice of directors who owe a fiduciary duty to all stockholders, is contrary to our culture of open communication and good corporate governance.
•
To provide transparency, stockholders requesting action by written consent must provide the Company with approximately the same information currently required of any Company stockholder seeking to nominate directors or propose actionheld at a meeting.
•
To provide the Board with a reasonable timeframe to properly evaluate and respond to a stockholder request, the proposed amendments require that the Board must act, with respect to a valid request, to set a record date no more than ten days after the Board adopts resolutions fixing a record date.
•
To ensure that stockholders have sufficient time to consider the proposal, as well as to provide the Board the opportunity to present its views regarding the proposed action, delivery of executed consents cannot begin until 60 days after the valid delivery of a request to set a record date.
To ensure that the written consent is in compliance with applicable laws and is not duplicative, the written consent process would not be available in a limited number of circumstances, including:
•
if the record date request does not comply with Article 6.2 of the New Certificate;
•
if the record date request was made in a manner that involved a violation of Regulation 14A under the Exchange Act or other applicable law;
•
if the record date request relates to an item of business that is not a matter on which stockholders are authorized to act under, or that involves a violation of, applicable law;
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•
if the request to act by written consent is received by the Company during the period commencing 150 days prior to the first anniversary of the date of the Company’s proxy statement released to stockholders for the preceding year’s annual meeting of stockholders, and ending onbeginning with the date2025 Annual Meeting of the next annual meeting of stockholders;Stockholders:
(1)
every three years; •(2)
an item of business that is the sameevery two years; or substantially similar (as determined by the Board, which determination shall be conclusive and binding on the Company and the stockholders, a “Similar Item”) to an item of business that was presented at any meeting of stockholders held within the 120 days prior to the request to act by written consent; or
•(3)
a Similar Item is included in the Company’s notice as an item of business to be brought before a stockholder meeting that has been called or that is called for a date within 120 days of the request to act by written consent.every year.”
The descriptionYou may vote for one of these three alternatives or you may abstain from making a choice.
Although non-binding, the Board and the Compensation Committee will carefully review the voting results on this Proposal Five. Notwithstanding the Board’s recommendation and the outcome of the Written Consent Amendment is qualified in its entirety by reference tostockholder vote, the text of the proposed revisions, which are set forth under Article 6.2Board may in the New Certificate (attachedfuture decide to conduct advisory “Say-on-Pay” votes on a more or less frequent basis and may vary its practice based on factors such as discussions with stockholders or material changes to compensation programs.Appendix A). Additions are indicated by underlining, and deletions are indicated by strike-outs. If our stockholders approve this Proposal Five, the changes described in this section will become legally effective upon the filing of the New Certificate with the Secretary of State of the State of Delaware, and we intend to file the New Certificate with the Secretary of State of the State of Delaware shortly following the Annual Meeting. If our stockholders do not approve this Proposal Five, the changes described in this section will not be made, and the Written Consent Amendment described in this section will not take effect. The approval of this Proposal Five is not conditioned upon approval of any of the other Charter Proposals. The affirmative vote of stockholders holding at least a majority of the outstanding voting stock ofshares present and entitled to be voted on the Companyproposal is required for approval of this Proposal Five. If you own shares through a stockholder abstains from votingbank, broker, or directs the stockholder’s proxyother holder of record, you must instruct your bank, broker, or other holder of record how to abstain from votingvote in order for them to vote your shares so that your vote can be counted on this Proposal Five, the abstention has the same effect as a vote against this Proposal Five. Shares of voting stock of the Company resulting in broker non-votes, if any, also have the same effect as a vote against the proposal. The Board unanimously recommends that, thefor Proposal Five, stockholders vote for a frequency of “EVERY YEARFOR” Proposal Five and approvefor future non-binding “Say-on-Pay” stockholder votes on the proposed Written Consent Amendment to createcompensation of the rightnamed executive officers of stockholders to take action by written consent.the Company. | CIVITAS RESOURCES, INC. 2023CIVITAS RESOURCES, INC. 2024 Proxy Statement | | | 71 | | | | |
PROPOSAL SIX:
THE OFFICER EXCULPATION AMENDMENT
Our Board is submitting for stockholder approval a proposal to amend our certificate of incorporation to provide for the elimination or limitation of monetary liability of specified executive officers of the Company for breach of the duty of care in certain actions (the “Officer Exculpation Amendment”). Article 5.4 of our certificate of incorporation currently provides for the Company to limit the monetary liability of directors in certain circumstances pursuant to and consistent with Section 102(b)(7) of the DGCL. Effective August 1, 2022, Section 102(b)(7) of the DGCL was amended to permit a corporation’s certificate of incorporation to include a provision eliminating or limiting monetary liability for certain senior corporate officers for breach of the duty of care in certain actions. Our Board has determined it is in the best interests of the Company and our stockholders to amend our certificate of incorporation to reflect the Officer Exculpation Amendment.
Our Board desires to amend our certificate of incorporation to maintain provisions consistent with the governing statutes contained in the DGCL and believes that amending our certificate of incorporation to add the authorized liability protection for certain officers, consistent with the protection currently afforded our directors, is necessary in order to continue to attract and retain experienced and qualified officers.
The Officer Exculpation Amendment would allow for the exculpation of certain officers only in connection with direct claims brought by stockholders, including class actions, but would not eliminate officers’ monetary liability for breach of fiduciary duty claims brought by the Company itself or for derivative claims brought by stockholders in the name of the Company. As is currently the case with directors under our certificate of incorporation, the Officer Exculpation Amendment would not limit the liability of officers for: (i) any breach of the duty of loyalty to the Company or its stockholders, (ii) any acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law and (iii) any transaction from which the officer derived an improper personal benefit.
The description of the Officer Exculpation Amendment is qualified in its entirety by reference to the text of the proposed revisions, which are set forth under Article 5.4 in the New Certificate (attached as Appendix A). Additions are indicated by underlining, and deletions are indicated by strike-outs. If our stockholders approve this Proposal Six, the changes described in this section will become legally effective upon the filing of the New Certificate with the Secretary of State of the State of Delaware, and we intend to file the New Certificate with the Secretary of State of the State of Delaware shortly following the Annual Meeting. If our stockholders do not approve this Proposal Six, the changes described in this section will not be made, and the Officer Exculpation Amendment described in this section will not take effect. The approval of this Proposal Six is not conditioned upon approval of any of the other Charter Proposals.
The affirmative vote of stockholders holding at least a majority of the outstanding voting stock of the Company is required for approval of this Proposal Six. If a stockholder abstains from voting or directs the stockholder’s proxy to abstain from voting on this Proposal Six, the abstention has the same effect as a vote against this Proposal Six. Shares of voting stock of the Company resulting in broker non-votes, if any, also have the same effect as a vote against the proposal.
The Board unanimously recommends that the stockholders vote “FOR” Proposal Six and approve the proposed Officer Exculpation Amendment to limit the liability of certain officers of the Company.
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PROPOSAL SEVEN:
THE BOARD VACANCIES AMENDMENT
Our Board is submitting for stockholder approval a proposal to amend our certificate of incorporation to provide that a vacancy resulting from the removal of a director by the stockholders may be filled by the stockholders (the “Board Vacancies Amendment”). Article 5.2 of our certificate of incorporation currently does not provide stockholders seeking to remove directors the ability to replace such directors on the Board. Our Board has determined it is in the best interests of the Company and our stockholders to amend our certificate of incorporation to reflect the Board Vacancies Amendment.
The Board Vacancies Amendment would enable our stockholders to remove and replace directors at a special meeting or by written consent by giving them the right to fill vacancies on the Board resulting from such removal. We are proposing giving stockholders the right to fill board vacancies because we are also proposing the Special Meeting Amendment and the Written Consent Amendment.
The description of the Board Vacancies Amendment is qualified in its entirety by reference to the text of the proposed revisions, which are set forth under Article 8.1 in the New Certificate (attached as Appendix A). Additions are indicated by underlining, and deletions are indicated by strike-outs. If our stockholders approve this Proposal Seven, the changes described in this section will become legally effective upon the filing of the New Certificate with the Secretary of State of the State of Delaware, and we intend to file the New Certificate with the Secretary of State of the State of Delaware shortly following the Annual Meeting. If our stockholders do not approve this Proposal Seven, the changes described in this section will not be made, and the Board Vacancies Amendment described in this section will not take effect. The approval of this Proposal Seven is conditioned upon the approval of the Special Meeting Amendment and the Written Consent Amendment, but is not conditioned upon approval of any of the other Charter Proposals.
The affirmative vote of stockholders holding at least a majority of the outstanding voting stock of the Company is required for approval of this Proposal Seven. If a stockholder abstains from voting or directs the stockholder’s proxy to abstain from voting on this Proposal Seven, the abstention has the same effect as a vote against this Proposal Seven. Shares of voting stock of the Company resulting in broker non-votes, if any, also have the same effect as a vote against the proposal.
The Board unanimously recommends that the stockholders vote “FOR” Proposal Seven and approve the proposed Board Vacancies Amendment to provide that a vacancy resulting from the removal of a director by the stockholders may be filled by the stockholders.
| CIVITAS RESOURCES, INC. 2023 Proxy Statement | | | 73 | | | | |
PROPOSAL EIGHT:
THE FEDERAL FORUM SELECTION AMENDMENT
Our Board is submitting for stockholder approval a proposal to amend our certificate of incorporation to add a federal forum selection provision for Securities Act claims (the “Federal Forum Selection Amendment”). Our Board has determined it is in the best interests of the Company and our stockholders to amend our certificate of incorporation to reflect the Federal Forum Selection Amendment.
The Federal Forum Selection Amendment would provide that, unless the Company (through approval of our Board) consents in writing to the selection of an alternative forum, the federal district courts of the United States will be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. Anyone who acquires or holds any interest in shares of capital stock of the Company will be deemed to consent to these terms.
We believe the Company and our stockholders would benefit from having any claims arising under the Securities Act resolved in the federal district courts of the United States. We believe that the Federal Forum Selection Amendment would promote efficiencies in the Company’s management of Securities Act litigation by:
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limiting forum-shopping in state court by plaintiffs;
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enabling the Company to avoid litigating actions involving the same matter in state and federal courts, with the associated duplication of litigation expenses and the possibility of inconsistent outcomes, and to obtain consolidation of multi-jurisdictional litigation; and
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facilitating submission of Securities Act claims for resolution by federal courts, which have experience and expertise in adjudicating such claims.
The Federal Forum Selection Amendment does not limit plaintiffs to a particular state’s federal courts and it permits the Company to consent to the selection of an alternative forum. In addition, federal forum selection provisions have become more prevalent after a U.S. Supreme Court decision held that Securities Act claims could be brought in either state or federal court. This federal forum selection provision is not being proposed in reaction to any specific litigation confronting the Company and is being proposed on a prospective basis to help mitigate potential future harm to the Company and its stockholders.
The description of the Federal Forum Selection Amendment is qualified in its entirety by reference to the text of the proposed revisions, which are set forth under Article 8.1 in the New Certificate (attached as Appendix A). Additions are indicated by underlining, and deletions are indicated by strike-outs. If our stockholders approve this Proposal Eight, the changes described in this section will become legally effective upon the filing of the New Certificate with the Secretary of State of the State of Delaware, and we intend to file the New Certificate with the Secretary of State of the State of Delaware shortly following the Annual Meeting. If our stockholders do not approve this Proposal Eight, the changes described in this section will not be made, and the Federal Forum Selection Amendment described in this section will not take effect. The approval of this Proposal Eight is not conditioned upon approval of any of the other Charter Proposals.
The affirmative vote of stockholders holding at least a majority of the outstanding voting stock of the Company is required for approval of this Proposal Eight. If a stockholder abstains from voting or directs the stockholder’s proxy to abstain from voting on this Proposal Eight, the abstention has the same effect as a vote against this Proposal Eight. Shares of voting stock of the Company resulting in broker non-votes, if any, also have the same effect as a vote against the proposal.
The Board unanimously recommends that the stockholders vote “FOR” Proposal Eight and approve the proposed Federal Forum Selection Amendment to add a federal forum selection provision for Securities Act claims.
| CIVITAS RESOURCES, INC. 2023 Proxy Statement | | | 74 | | | | |
PROPOSAL NINE:
THE NEW CERTIFICATE AMENDMENT
Our Board is submitting for stockholder approval a proposal to amend and restate our certificate of incorporation to integrate the amendments described in the Charter Proposals and approved at this Annual Meeting into a single document (the “New Certificate”), and to make various miscellaneous changes, including converting to gender neutral language, organizing the document into clearer sections, and making other immaterial changes to clarify and modernize our certificate of incorporation (the “New Certificate Amendment”). Our Board has determined it is in the best interests of the Company and our stockholders to amend and restate our certificate of incorporation to reflect the New Certificate Amendment.
Except for the Board Vacancies Amendment, the approval of which is conditioned upon the approval of the Special Meeting Amendment and the Written Consent Amendment, the approval of any of the other Charter Proposals is not conditioned upon approval of another Charter Proposal. If less than all of the Charter Proposals are approved, we intend to modify the New Certificate to exclude any Charter Proposal not so approved prior to filing with the Delaware Secretary of State. Each of the proposed changes described by the Charter Proposals, if approved by our stockholders, will be effective upon the filing of the New Certificate with the Delaware Secretary of State.
The Board has unanimously approved amendments to the Bylaws to conform to the Charter Proposals described above, to provide for a stockholder special meeting right, and to make certain other changes to the Bylaws, as described below. The Board’s approval of the conforming amendments to the Bylaws are contingent on approval by our stockholders of the Charter Proposals described above and implementation of the New Certificate. If less than all of the Charter Proposals are approved, the Board intends to modify the Bylaws accordingly.
If our stockholders approve this Proposal Nine, the changes described in this section will become legally effective upon the filing of the New Certificate with the Secretary of State of the State of Delaware, and we intend to file the New Certificate with the Secretary of State of the State of Delaware shortly following the Annual Meeting. The full text of the New Certificate is attached hereto as Appendix A. If our stockholders do not approve this Proposal Nine, the changes described in this section will not be made. In particular, our certificate of incorporation will not be amended and restated to consolidate any amendments resulting from approval of any of the other Charter Proposals and all prior amendments, and the other miscellaneous changes described in this section will not take effect. The approval of this Proposal Nine is not conditioned upon approval of any of the other Charter Proposals.
The affirmative vote of stockholders holding at least a majority of the outstanding voting stock of the Company is required for approval of this Proposal Nine. If a stockholder abstains from voting or directs the stockholder’s proxy to abstain from voting on this Proposal Nine, the abstention has the same effect as a vote against this Proposal Nine. Shares of voting stock of the Company resulting in broker non-votes, if any, also have the same effect as a vote against the proposal.
The Board unanimously recommends that the stockholders vote “FOR” Proposal Nine and approve the proposed New Charter Amendment to amend and restate our certificate of incorporation to clarify and modernize our certificate of incorporation.
| CIVITAS RESOURCES, INC. 2023 Proxy Statement | | | 75 | | | | |
OTHER MATTERS Stockholder Proposals; Identification of Director Candidates Stockholder Proposals to be Included in Next Year’s Proxy Statement. Pursuant to the various rules promulgated by the SEC, stockholders interested in submitting a proposal (a “Rule 14a-8 Proposal”) to be considered for inclusion in our proxy materials and for presentation at the 20242025 Annual Meeting may do so by following the procedures set forth in Rule 14a-8 under the Exchange Act. In general, to be eligible for inclusion in our proxy materials, stockholder proposals must be received by our Secretary at our principal executive offices (located at Civitas Resources, Inc., 555 17th Street, Suite 3700, Denver, Colorado 80202) no later than December 28, 2023.24, 2024. The Company suggests that any such proposal be sent by certified mail, return receipt requested. Director Nominations to be Included in Next Year’s Proxy Statement. Our bylaws allow eligible stockholders to nominate a candidate for election to our Board for inclusion in our proxy materials in accordance with the “proxy access” provisions of our bylaws, which are contained in Section 2.6(B). The “proxy access” provisions allow a stockholder that satisfies, or a group of stockholders that collectively satisfy, the requirements of Section 2.6(B) of our bylaws and who has or have owned (as defined in our bylaws) continuously for at least three years that number of shares of capital stock constituting three percent or more of our outstanding capital stock (as of both (a) a date within seven calendar days prior to the date of the Nomination Notice (as defined in our bylaws) and (b) the record date for determining stockholders entitled to vote at the annual meeting), to nominate and include in our proxy materials director candidates constituting up to two directors or 20% of the Board (rounded down to the nearest whole number), whichever is greater, provided that the stockholder(s) and the nominee(s) satisfy the requirements specified in our bylaws (including similar information requirements to those set forth in Section 2.6(B) of our bylaws). If a stockholder or group of stockholders wishes to nominate one or more director candidates to be included in the Company’s proxy statement for the 20242025 Annual Meeting of Stockholders pursuant to these proxy access provisions in Section 2.6(B) of our bylaws, written notice must be delivered to our Secretary at Civitas Resources, Inc., 555 17th Street, Suite 3700, Denver, Colorado 80202, Attention: Secretary, not later than the Close of Business on December 28, 202324, 2024 and not earlier than the Close of Business on November 28, 2023.24, 2024. However, if the date of the 20242025 Annual Meeting of Stockholders is not within 30 days before or after June 1, 2024,4, 2025, such written notice must be received by the Secretary at Civitas Resources, Inc., 555 17th Street, Suite 3700, Denver, Colorado 80202, Attention: Secretary, no later than the Close of Business on the tenth day following the day on which the notice of the date of the Annual Meeting was mailed or public disclosure of the date of the 20242025 Annual Meeting of Stockholders was made, whichever first occurs. Any such notice must also comply with the timing, disclosure, procedural and other requirements as set forth in our bylaws. Director Nominations and Stockholder Proposals for Presentation at the 20242025 Annual Meeting. Stockholders who wish to nominate one or more individuals to serve as directors or to bring a proposal of business before the 20242025 Annual Meeting of Stockholders (other than nominations pursuant to the “proxy access” provisions of our bylaws or Rule 14a-8 Proposal), must be a stockholder of record and must notify in writing our Secretary and provide the information required by Section 2.6(A)(3) of our bylaws. The notice must be delivered to, or mailed and received at, Civitas Resources, Inc., 555 17th Street, Suite 3700, Denver, Colorado 80202, Attention: Secretary, not later than the Close of Business on December 28, 202324, 2024 and not earlier than the Close of Business on November 28, 2023.24, 2024. However, if the date of our 20242025 Annual Meeting of Stockholders is advanced or delayed by more than 30 days from June 1, 2024,4, 2025, then such notice must be delivered to, or mailed and received at, Civitas Resources, Inc., 555 17th Street, Suite 3700, Denver, Colorado 80202, Attention: Secretary, not earlier than the Close of Business on the 150th calendar day prior to the date of the 20242025 Annual Meeting of Stockholders and not later than the Close of Business on the later of the 120th day prior to the date of the 20242025 Annual Meeting of Stockholders or the tenth day following the day on which the public announcement (as defined in our bylaws) of the date of the 20242025 Annual Meeting of Stockholders is first made. Any such notice must also comply with the timing, disclosure, procedural and other requirements as set forth in our bylaws. Identification of Director Candidates. It is the responsibility of the Nominating and Corporate Governance Committee to identify, evaluate, and recommend to the Board the director nominees for election at the annual meeting of stockholders, as well as to fill vacancies or additions on the Board that | CIVITAS RESOURCES, INC. 2023 Proxy Statement | | | 76 | | | | |
may occur between annual meetings. The Nominating and Corporate Governance Committee endeavors to recommend only director candidates who possess the highest personal values and integrity; who have experience and have exhibited achievements in one or more of the key professional, business, financial, legal, and other challenges that face a U.S. independent oil and gas company; who exhibit sound judgment, intelligence, personal character, and the ability to make independent analytical inquiries; who demonstrate a willingness to devote adequate time to Board duties; and who are likely to be able to serve on the Board for a sustained period. The Board is committed CIVITAS RESOURCES, INC. 2024 Proxy Statement 73
to actively seeking women and minority candidates as well as individuals with diverse backgrounds, skills, and experiences. In general, the Nominating and Corporate Governance Committee will use the same process to evaluate candidates recommended by stockholders as it uses to evaluate all other director candidates. However, if a candidate is recommended by a stockholder or a group of stockholders, the Governance Committee also will review the information required of such nominees pursuant to our bylaws. The Nominating and Corporate Governance Committee’s charter includes consideration of diversity of viewpoint on the Board. In that regard, the Nominating and Corporate Governance Committee endeavors to achieve an overall balance of diversity of experiences, skills, attributes, and viewpoints among our directors. The Nominating and Corporate Governance Committee believes it has achieved that balance through the representation on the Board of members having experience in the oil and gas industry, finance and accounting, and investment analysis, among other areas. The Nominating and Corporate Governance Committee does not discriminate based upon race, religion, sex, national origin, age, disability, citizenship, or any other legally protected status. In identifying potential director candidates, the Nominating and Corporate Governance Committee will rely on any source available for the identification and recommendation of candidates, including current directors and officers. In addition, the Nominating and Corporate Governance Committee from time to time may engage a third-party search firm to identify or evaluate, or assist in identifying or evaluating potential candidates, for which the third-party search firm will be paid a fee. Solicitation of Proxies Solicitation of proxies on behalf of the Company may be made via the Internet, by mail or by personal interview or telephone by officers, directors, and employees of the Company, who will not receive any additional compensation for such solicitation activities. The Company may also request banking institutions, brokerage firms, custodians, nominees, and fiduciaries to forward solicitation material to the beneficial owners of the common stock that those companies or persons hold of record, and the Company will reimburse the forwarding expenses. Stockholder List In accordance with the Delaware General Corporation Law and the Company’s bylaws, the Company will maintain at its corporate offices in Denver, Colorado, a list of the stockholders entitled to vote at the Annual Meeting. The list will be open to the examination of any stockholder, for purposes germane to the Annual Meeting, during ordinary business hours for ten days before the Annual Meeting. Proxy Materials, Annual Report and Householding The Company’s Annual Report to Stockholders for the year ended December 31, 2022,2023, is being sent to stockholders of record concurrently with this proxy statement and does not form part of the proxy solicitation material. The SEC has adopted rules that permit companies and intermediaries (such as brokers) to satisfy the delivery requirements for proxy statements with respect to two or more security holders sharing the same address by delivering a single proxy statement addressed to those security holders. This process, which is commonly referred to as “householding,” potentially means extra convenience for security holders and cost savings for companies. This year, a number of brokers with account holders who are our stockholders will be householding our proxy materials. A single proxy statement will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholder. Once you have received notice from your broker that they will be householding communications to your address, | CIVITAS RESOURCES, INC. 2023 Proxy Statement | | | 77 | | | | |
householding will continue until you are notified otherwise or until you revoke your consent. If you would prefer to receive a separate copy of the proxy materials or if you are receiving multiple copies and would like to receive a single copy, please notify your broker or direct your request to us as follows: 555 17th Street, Suite 3700, Denver, Colorado, 80202, Attention: Investor Relations, 303.312.8155.(832) 736-8909. We will promptly deliver a separate copy to you upon request. IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 20232024 ANNUAL MEETING TO BE HELD ON JUNE 1, 2023:4, 2024: A COPY OF THE PROXY STATEMENT, THE FORM OF PROXY, AND THE COMPANY’S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 20222023 ARE AVAILABLE FREE OF CHARGE UPON REQUEST TO THE COMPANY AT 555 17th STREET, SUITE 3700, DENVER, COLORADO, 80202, ATTENTION: INVESTOR RELATIONS. THE PROXY STATEMENT AND ANNUAL REPORT ON FORM 10-K ARE ALSO AVAILABLE ON OUR WEBSITE AT www.civitasresources.com. CIVITAS RESOURCES, INC. 2024 Proxy Statement 74
VOTING METHODS Voting over the Internet. For shares of stock that are registered in your name, you may vote by Internet by following the instructions set forth on the enclosed proxy card. You will need to use the control number appearing on your proxy card to vote via the Internet. Votes submitted by Internet must be received by 11:59 p.m,p.m., Eastern Daylight Time, on Wednesday, May 31, 2023.Monday, June 3, 2024. Internet voting is available 24 hours a day. If you vote via the Internet, you do not need to return your proxy card. The Internet voting procedures are designed to authenticate stockholder identities, to allow stockholders to give their voting instructions and to confirm that stockholders’ instructions have been recorded properly. Stockholders voting by Internet should remember that the stockholder must bear costs associated with electronic access, such as usage charges from Internet access providers. Voting by Telephone. Using a touch-tone telephone, you may transmit your voting instructions to the number provided in the proxy card. Votes submitted by telephone number must be received by 11:59 p.m,p.m., Eastern Daylight Time, on Wednesday, May 31, 2023.Monday, June 3, 2024. Telephone voting is available 24 hours a day. If you vote via the telephone, you do not need to return your proxy card. The telephone voting procedures are designed to authenticate stockholder identities, to allow stockholders to give their voting instructions, and to confirm that stockholders’ instructions have been recorded properly. Stockholders voting by Internet should remember that the stockholder must bear costs associated with electronic access, such as usage charges from telephone companies. Voting by Mail. If you received a printed proxy card, you can vote by marking, dating and signing it, and returning it in the postage-paid envelope provided. Please promptly mail your proxy card to ensure that it is received prior to the closing of the polls at the Annual Meeting. Voting at the Meeting. If you attend the Annual Meeting online and plan to vote, you will be able to vote virtually. If you are considered a stockholder of record, you have the right to vote online at the Annual Meeting. If you are considered the beneficial owner and you wish to vote at the Annual Meeting, you will need a legal proxy from your broker or other nominee authorizing you to vote those shares online at the Annual Meeting. For further information concerning stockholders of record and beneficial owners see ““General Information — Information—Stockholders of Record and Beneficial Owners”Owners” above. Forward-Looking Statements This proxy statement may include “forward-looking statements” (as defined in the Private Securities Litigation Reform Act of 1995). The forward-looking statements include matters to be presented at the Annual Meeting; amount and allocation of forecasted capital expenditures; executive sessions of the Board; director attendance at the Annual Meeting; potential payments upon termination or change in control; statements regarding Section 162(m), Section 409A and Section 280G of the Code and ASC Topic 718; and impact of the compensation program on the Company. These statements are based on our current expectations and involve risks and uncertainties that may cause actual results to differ materially from those | CIVITAS RESOURCES, INC. 2023 Proxy Statement | | | 78 | | | | |
set forth in the statements, including changes in governmental regulations and interpretations thereunder and other risks identified in the Risk Factors section of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022.2023. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future events, or otherwise. Forward-looking statements should be evaluated together with the many uncertainties that affect our business, particularly those mentioned in the Risk Factors section in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022,2023, and in our quarterly reports on Form 10-Q and current reports on Form 8-K. IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING IN PERSON, YOU ARE URGED TO VOTE BY INTERNET, BY PHONE, OR IF YOU HAVE RECEIVED PAPER COPIES OF THE PROXY MATERIAL, BY COMPLETING, SIGNING, AND RETURNING THE PROXY IN THE ENCLOSED POSTAGE-PAID, ADDRESSED ENVELOPE. By Order of the Board, Travis L. Counts
Chief Legal Officer and Secretary
Adrian Milton SVP, General Counsel and Assistant Corporate Secretary Denver, Colorado April , 202323, 2024 | CIVITAS RESOURCES, INC. 2023 Proxy Statement | | | 79 | | | | |
CIVITAS RESOURCES, INC. 2024 Proxy Statement 75
APPENDIX A
THIRDFOURTH AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OFAppendix A
CIVITAS RESOURCES, INC. Civitas Resources, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), does hereby certify as follows:
ONE: The Corporation was originally incorporated and the original certificate of incorporation was filed with the Secretary of State of Delaware on December 2, 2010, which certificate of incorporation was amended and restated (i) on December 23, 2010 and (ii) on December 16, 2011 and (iii) on April 28, 2017 (as so amended and restated, the “SecondThird Amended and Restated Certificate of Incorporation”), and further amended by the Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation duly executed and filed with the Secretary of State of Delaware on November 1, 2021 to change the name of the corporation from “Bonanza Creek Energy, Inc.” to “Civitas Resources, Inc.”
TWO: This Fourth Amended and Restated Certificate of Incorporation, which amends and restates the Third Amended and Restated Certificate of Incorporation, was duly adopted in accordance with the provisions of Sections 242 and 245 of the Delaware General Corporation Law (“DGCL”). 2024 LONG TERM INCENTIVE PLAN THREE: The text of the ThirdFourth Amended and Restated Certificate of Incorporation shall read as follows: Article 1. NAMEARTICLE I PURPOSE
The namepurpose of this corporation is Civitas Resources, Inc. (the2024 Long Term Incentive Plan (this “CorporationPlan”). Article 2. REGISTERED OFFICE AND AGENT
The registered office is to promote the success of the Corporation shall be located at 1209 Orange Street, Wilmington, Delaware 19801, CountyCompany’s business for the benefit of New Castle. The registered agentits stockholders by enabling the Company to offer Eligible Individuals cash and stock-based incentives in order to attract, retain, and reward such individuals and strengthen the mutuality of interests between such individuals and the Company’s stockholders. This Plan is effective as of the Corporation at such address shall be The Corporation Trust Company.
date set forth in Article 3. PURPOSE AND POWERS The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL. The Corporation shall have all power necessary or convenient to the conduct, promotion or attainment of such acts and activities.
Article 4. CAPITAL STOCKXIV.
4.1 Authorized SharesThis Plan supersedes and replaces the Civitas Resources, Inc. 2021 Long Term Incentive Plan, the Extraction Oil & Gas, Inc. 2021 Long Term Incentive Plan and the Bonanza Creek Energy, Inc. 2017 Long Term Incentive Plan, each as amended from time to time (collectively, the “Prior Plans”) in their entirety. Awards may not be granted under the Prior Plans on or following the Effective Date. Awards granted under the Prior Plans prior to the Effective Date will remain subject to the terms and conditions set forth in the applicable Prior Plan.
ARTICLE II DEFINITIONS For purposes of this Plan, the following terms shall have the following meanings: 2.1 “Affiliate” means a corporation or other entity controlled by, controlling, or under common control with the Company. The total numberterm “control” (including, with correlative meaning, the terms “controlled by” and “under common control with”), as applied to any Person, means the possession, directly or indirectly, of sharesthe power to direct or cause the direction of all classes of stock that the Corporation shall have the authority to issue is 250,000,000, of which 225,000,000management and policies of such shares shall be Common Stock, allPerson, whether through the ownership of one class, having a par value of $.01 per share (“Common Stock”), and 25,000,000 of such shares shall be Preferred Stock, having a par value of $.01 per share (“Preferred Stock”). 4.2 Common Stockvoting or other securities, by contract or otherwise.
4.2.1 Relative Rights2.2 “Applicable Law” means the requirements relating to the administration of equity-based awards and the related shares under U.S. state corporate law, U.S. federal and state securities laws, the rules or requirements of any stock exchange or quotation system on which the shares are listed or quoted, and any other applicable laws, including tax laws, of any U.S. or non-U.S. jurisdictions where Awards are, or will be, granted under this Plan.
2.3 “Award” means any award under this Plan of any Stock Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Units, Performance Award, Other Stock-Based Award, or Cash Award. All Awards shall be evidenced by and subject to the terms of an Award Agreement, except as otherwise expressly provided in the Plan. The Common Stock2.4 “Award Agreement” means the written or electronic agreement, contract, certificate, or other instrument or document evidencing the terms and conditions of an individual Award. Each Award Agreement shall be subject to allthe terms and conditions of this Plan.
2.5 “Board” means the Board of Directors of the rights, privileges, preferencesCompany. 2.6 “Cash Award” means an Award granted to an Eligible Individual pursuant to Section 9.3 of this Plan and prioritiespayable in cash at such time or times and subject to such terms and conditions as determined by the Committee in its sole discretion. 2.7 “Cause”means, unless otherwise determined by the Committee in the applicable Award Agreement, with respect to a Participant’s Termination of Service, the following: (a) in the case where there is no Service Agreement applicable to the Participant (or where there is such Service Agreement in effect but it does not define “cause” (or words of like import)), (i) the Participant has failed or refused to substantially perform the Participant’s duties, responsibilities, or authorities (other than any such refusal or failure resulting from the Participant’s becoming Disabled); (ii) any commission by or indictment of the Preferred Stock as set forthParticipant of a felony or other crime of moral turpitude; (iii) the Participant has engaged in material misconduct in the certificatecourse and scope of designations filedthe Participant’s service with the Company, including, but not limited to, establish the respective seriesgross incompetence, disloyalty, disorderly conduct, insubordination, harassment of Preferred Stock. Each shareother employees or third parties, chronic abuse of Common Stock shall have the same relative rights asalcohol or unprescribed controlled substances, improper disclosure of confidential information, chronic and be identical in all respects to all the other shares of Common Stock. Except as otherwise required by law, holders of Common Stock, as such, shall not be entitled to vote on any amendment to this ThirdFourth Amended and Restated Certificate of Incorporation (including any certificate of designations relating to anyunexcused | CIVITAS RESOURCES, INC. 2023 Proxy Statement | | | A-1
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seriesabsenteeism, improper appropriation of Preferred Stock) that relates solelya corporate opportunity or any other material violation of the Company’s personnel policies, rules or codes of conduct or any fiduciary duty owed to the termsCompany or its Affiliates, or any applicable law or regulation to which the Company or its Affiliates are subject; (iv) the Participant has committed any act of fraud, embezzlement, theft, dishonesty, misrepresentation or falsification of records; or (v) the Participant has engaged in any act or omission that is likely to materially damage the Company’s business, including, without limitation, damages to the Company’s reputation; or (b) in the case where there is a Service Agreement applicable to the Participant that defines “cause” (or words of like import), “cause” as defined under such Service Agreement; provided, however, that with regard to any Service Agreement under which the definition of “cause” only applies on occurrence of a change in control, such definition of “cause” shall not apply until a change in control (as defined in such agreement) actually takes place and then only with regard to a termination thereafter.
2.8 “Change in Control” means, (a) the acquisition after the Effective Date by any Person of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 50% or more of either (i) the then outstanding shares of Common Stock (the “Outstanding Company Common Stock”) or (ii) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”). For purposes of this Section 2.8, the following acquisitions by a Person will not constitute a Change in Control: (A) any acquisition directly from the Company; (B) any acquisition by the Company; (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; or (D) any acquisition by any corporation pursuant to a transaction which complies with clauses (i), (ii) and (iii) of Section 2.8(c) below; (b) the individuals who, as of the later of the Effective Date or the last amendment to this Plan approved by the Committee, constitute the board of directors (the “Incumbent Board”) cease for any reason to constitute at least a majority of the board of directors. Any individual becoming a director subsequent to the later of the Effective Date or the last amendment to this Plan approved by the Committee whose election, or nomination for election by the Company’s stockholders, is approved by a vote of at least a majority of the directors then comprising the Incumbent Board will be considered a member of the Incumbent Board as of the later of the Effective Date or the last amendment to this Plan approved by the Committee, but any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Incumbent Board will not be deemed a member of the Incumbent Board as of the later of the Effective Date or the last amendment to this Plan approved by the Committee; (c) the consummation of a reorganization, merger, consolidation or sale or other disposition of all or substantially all of the assets of the Company after the Effective Date (a “Business Combination”), unless following such Business Combination: (i) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock (or, for a non-corporate entity, equivalent securities) and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (ii) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 30% or more of, respectively, the then outstanding seriesshares of Preferred Stock ifcommon stock (or, for a non-corporate entity, equivalent securities) of the holderscorporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such affected series are entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to this ThirdFourth Amended and Restated Certificate of Incorporation (including any certificate of designations relating to any series of Preferred Stock) or pursuantcorporation except to the DGCL. 4.2.2 Dividends
Subjectextent that such ownership existed prior to the prior rightsBusiness Combination and preferences, if any, applicable to the Preferred Stock or any series thereof, the holders(iii) at least a majority of the Common Stock shall be entitled to receive such dividends (payable in cash, stock or otherwise) as may be declared thereon bymembers of the board of directors of the Corporation (the “Board of Directors”) at any time andcorporation resulting from time to time out of any fundssuch Business Combination were members of the Corporation legally available therefor.
4.2.3 Dissolution, Liquidation, Winding UpIncumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or
In(d) the event of any dissolution, liquidation, or winding up of the Corporation, whether voluntary or involuntary, the holders of the Common Stock, and holders of any class or series of stock entitled to participate therewith, in whole or in part, as to the distribution of assets in such event, shall become entitled to participate in the distribution of any assets of the Corporation remaining after the Corporation shall have paid, or provided for payment of, all debts and liabilities of the Corporation and after the Corporation shall have paid, or set aside for payment, to the holders of any class of stock having preference over the Common Stock in the event of dissolution, liquidation or winding up the full preferential amounts (if any) to which they are entitled. A dissolution, liquidation or winding up of the Corporation, as such terms are used in this paragraph, shall not be deemed to be occasionedapproval by or to include any consolidation or merger of the Corporation with or into any other corporation or corporations or other entity or a sale, lease, exchange or conveyance of all or part of the assets of the Corporation.
4.2.4 Voting Rights
Each holder of shares of Common Stock shall be entitled to attend all special and annual meetings of the stockholders of the Corporation and, share for share and without regard to class, together with the holdersCompany of all other classes of stock entitled to attend such meetings and to vote (except any classa complete liquidation or series of stock having special voting rights), to cast one vote for each outstanding share of Common Stock so held upon any matter or thing (including, without limitation, the election of one or more directors) properly considered and acted upon by the stockholders.
4.3 Preferred Stock
4.3.1 The Board of Directors is authorized, subject to limitations prescribed by the DGCL and the provisions of this ThirdFourth Amended and Restated Certificate of Incorporation, to provide, by resolution or resolutions from time to time and by filing a certificate of designations pursuant to the DGCL, for the issuancedissolution of the shares of Preferred Stock in series, to establish from time to time the number of shares to be included in each such series, to fix the powers, designations, preferences and relative, participating, optional or other special rights of the shares of each such series and to fix the qualifications, limitations or restrictions thereof.
4.3.2Company. The Board of Directors may increase the number of shares of Preferred Stock designated for any existing class or series by a resolution adding to such class or series authorized and unissued shares of Preferred Stock not designated from any other class or series. The Board of Directors may decrease the number of shares of Preferred Stock designated for any existing class or series by a resolution subtracting from such class or series authorized and unissued shares of Preferred Stock designated for such existing class or series, and the shares so subtracted shall become authorized, unissued and undesignated shares of Preferred Stock.
4.4 General
4.4.1 Subject to the provisions of this ThirdFourth Amended and Restated Certificate of Incorporation and any then-existing Preferred Stock certificate of designation, the Corporation may
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issue shares of Preferred Stock and Common Stock from time to time for such consideration (not less than the par value thereof) as may be fixed by the Board of Directors, which is expressly authorized to fix the same in its absolute and uncontrolled discretion subject to the foregoing conditions. Shares so issued for which the consideration shall have been paid or delivered to the Corporation shall be deemed fully paid stock and shall not be liable to any further call or assessment thereon, and the holders of such shares shall not be liable for any further payments in respect of such shares.
4.4.2 The Corporation shall have authority to create and issue rights and options entitling their holders to purchase shares of the Corporation’s capital stock of any class or series or other securities of the Corporation, and such rights and options shall be evidenced by instrument(s) approved by the Board of Directors. The Board of Directors shall be empowered to set the exercise price, duration, times for exercise, and other terms of such options or rights; provided, however, that the consideration to be received for any shares of capital stock subject thereto shall not be less than the par value thereof.
4.4.3 Ownership of shares of any class of the capital stock of the Corporation shall not entitle the holders thereof to any preemptive right to subscribe for or purchase or to have offered to them for subscription or purchase any additional shares of capital stock of any class of the Corporation or any securities convertible into any class of capital stock of the Corporation, whether now or hereafter authorized, however acquired, issued or sold by the Corporation, it being the purpose and intent hereof that the Board of Directors shall have the full right, power and authority to offer for subscription or sell or to make any disposal of any or all unissued shares of the capital stock of the Corporation or any securities convertible into stock or any or all shares of stock or convertible securities issued and thereafter acquired by the Corporation, for such consideration, in money or property, as the Board of Directors in its sole discretion shall determine.
4.4.4 The Corporation shall be entitled to treat the person in whose name any share of its stock is registered as the owner thereof for all purposes and shall not be bound to recognize any equitable or other claim to, or interest in, such share on the part of any other person, whether or not the Corporation shall have notice thereof, except as expressly provided by applicable law.
4.4.5 The Corporation shall not issue nonvoting equity securities; provided, however, that the foregoing restriction shall (i) have no further force and effect beyond that required under Section 1123(a)(6) of the Bankruptcy Code, (ii) only have such force and effect for so long as Section 1123(a)(6) of the Bankruptcy Code is in effect and applicable to the Corporation and (iii) in all events may be amended or eliminated in accordance with applicable law as from time to time may be in effect.
Article 5. BOARD OF DIRECTORS
5.1 Number; Election
The number of directors of the Corporation shall be such number as from time to time shall be fixed by, or in the manner provided in, the bylawsBylaws of the Corporation (as they may be amended and restated from time to time, the “Bylaws”). Unless and except to the extent that the bylaws of the CorporationBylaws shall otherwise require, the election of directors of the Corporation need not be by written ballot. Except as otherwise provided in this ThirdFourth Amended and Restated Certificate of Incorporation, each director of the Corporation shall be entitled to one vote per director on all matters voted or acted upon by the Board of Directors.
5.2 Vacancies
Subject to the terms of any one or more classes or series of Preferred Stock, vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled only by the affirmative vote of a majority of the directors then in office, although fewer than a quorum, or by a sole remaining director; provided that a vacancy resulting from the removal of a director by the stockholders may be filled by the stockholders. A director shall hold office for the remainder of the term of director to which the vacancy occurred or the new directorship was created. If one or more directors resign from the Board of Directors, effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when
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such resignation or resignations shall become effective, and each director so chosen shall hold office until the next election of directors for such class or series, and until such director’s successor is elected and qualified, or until the director’s earlier death, resignation or removal.
5.3 Management of Business and Affairs of the Corporation
The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors.
5.4 Limitation of Liability
5.4.1 No director of the Corporation shall be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that this provision shall not eliminate or limit the liability of a director (a) for any breach of the director’s duty of loyalty to the Corporation or its stockholders; (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (c) under Section 174 of the DGCL; or (d) for any transaction from which the director derived an improper personal benefit. If the DGCL is amended hereafter to authorize the further elimination or limitation of the liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent authorized by the DGCL, as so amended.
5.4.2No officer of the Corporation shall be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as an officer; provided that this provision shall not eliminate or limit the liability of an officer (a) for any breach of the officer’s duty of loyalty to the Corporation or its stockholders, (b) for any act or omission not in good faith or which involved intentional misconduct or a knowing violation of law, (c) for any transaction from which the officer derived an improper personal benefit or (d) for any action by or in the right of the Corporation. If the DGCL is amended hereafter to authorize the further elimination or limitation of the liability of officers, then the liability of an officer of the Corporation shall be eliminated or limited to the fullest extent authorized by the DGCL, as so amended.
5.4.3 Any repeal or modification of this Article 5.4 shall be prospective only and shall not adversely affect any right or protection of, or any limitation of the liability of, a director or officer of the Corporation existing at, or arising out of facts or incidents occurring prior to, the effective date of such repeal or modification.
5.5 Indemnification
The Corporation shall have the power to indemnify to the fullest extent permitted by law any person made or threatened to be made a party to an action or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that he, his testator or intestate is or was a director, officer, employee or agent of the Corporation, any predecessor of the Corporation or any subsidiary or affiliate of the Corporation, or serves or served at any other enterprise as a director, officer, employee or agent at the request of the Corporation or any predecessor to the Corporation. The Corporation shall indemnify any person made or threatened to be made a party to an action or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that he, his testator or intestate is or was a director or officer of the Corporation or any predecessor of the Corporation, or serves or served at any other enterprise as a director or officer at the request of the Corporation, any predecessor to the Corporation or any subsidiary or affiliate of the Corporation as and to the extent (and on the terms and subject to the conditions) set forth in the bylaws of the CorporationBylaws or in any contract of indemnification entered into by the Corporation and any such person.
Neither any amendment nor repeal of this Article 5.5, nor the adoption of any provision of this Amended and Restated Certificate of Incorporation inconsistent with this Article 5.5, shall eliminate or reduce the effect of this Article 5.5 in respect of any matter occurring, or any action or proceeding accruing or arising or that, but for this Article 5.5, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision.
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Article 6. SPECIAL MEETINGS OF THE STOCKHOLDERS; ACTION BY WRITTEN CONSENT
6.1Special Meetings ofNotwithstanding the Stockholders
6.1.1 Called by the Corporation.Except as otherwise required by applicable law, Special meetings of the stockholders of the Corporation for any purpose or purposes may be called only by: (i) the Chairperson of the Board of Directors, (ii) the Chief Executive Officer, (iii) the President or, (iv) the Board of Directors pursuant to a resolutions adopted by a majority of the total number of directors which the Corporation would have if there were no vacancies, and no stockholder or any group thereof shall have the right to call a special meeting of the stockholdersor (v) the Secretary of the Corporation at the written request of one or more stockholders of record pursuant to Article 6.1.2.
6.2 Except as otherwise expressly provided by the terms of any series of Preferred Stock permitting the holders of such series of Preferred Stock to act by written consent, any action required or permitted to be taken by the stockholders of the Corporation must be affected by a duly called annual or special meeting of the stockholders ad may not be effected by any consent in writing by such stockholders.
6.1.2 At the Request of Stockholders. Except as otherwise required by law and subject to the rights of the holders of any class or series of Preferred Stock or any series thereof, this Article 6.1.2 is the exclusive means by which one or more stockholders of the Corporation may request the calling of a special meeting of stockholders of the Corporation. Special meetings of stockholders of the Corporation shall be called by the Secretary of the Corporation at the written request of one or more stockholders of record that collectively (x) Own (as defined below) shares representing at least 15% (the “Requisite Percentage”) of the outstanding shares of the capital stock of the Corporation entitled to vote on the matter or matters proposed to be brought before the proposed special meeting and (y) have Owned the Requisite Percentage of such shares for at least 365 consecutive days prior to the date of such request (the “Requisite Holding Period”), provided that a special meeting called at the request of one or more stockholders (a “Stockholder Requested Special Meeting”) shall be called by the Secretary of the Corporation only if the stockholder(s) requesting such meeting provide the information required by this Article 6.1.2 regarding such stockholder(s) and the proposed special meeting and otherwise comply with this Article 6.1.2. In order for a Stockholder Requested Special Meeting to be required to be called by the Secretary of the Corporation, one or more valid written requests for a special meeting (individually or collectively, a “Special Meeting Request”) signed and dated by stockholders of record that have collectively Owned the Requisite Percentage of the outstanding shares of the capital stock of the Corporation entitled to vote on the matter or matters proposed to be brought before the proposed special meeting for the Requisite Holding Period (or their duly authorized agents), must be delivered to and received by the Secretary at the principal executive offices of the Corporation (the date of such receipt, the “Request Receipt Date”) and must be accompanied by:
6.1.2.1foregoing, with respect to any nominationAward that is characterized as “nonqualified deferred compensation” within the meaning of director(s)Section 409A of the Code, an event shall not be considered to be a Change in Control under the Plan for purposes of payment of such Award unless such event is also a “change in ownership,” a “change in effective control” or a “change in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A of the Code.
2.9 “Code” means the U.S. Internal Revenue Code of 1986, as amended from time to time. Any reference to any section of the Code shall also be a reference to any successor provision and any guidance and treasury regulation promulgated thereunder. 2.10 “Committee” means any committee of the Board duly authorized by the Board to administer this Plan; provided, however, that unless otherwise determined by the Board, the Committee shall consist solely of two or more members of the Board who are each (a) a “non-employee director” within the meaning of Rule 16b-3(b), and (b) “independent” under the listing standards or rules of the securities exchange upon which the Common Stock is traded, but only to the extent such independence is required in order to take the action at issue pursuant to such standards or rules. If no committee is duly authorized by the Board to administer this Plan, the term “Committee” shall be deemed to refer to the Board for all purposes under this Plan. The Board may abolish any Committee or re-vest in itself any previously delegated authority from time to time, and will retain the right to exercise the authority of Directorsthe Committee to the extent consistent with Applicable Law. 2.11 “Common Stock” means the common stock, par value $0.01 per share, of the Company. 2.12 “Company” means Civitas Resources, Inc., a Delaware corporation, and its successors by operation of law. 2.13 “Consultant” means any natural person who is an advisor or consultant or other service provider to the Company or any other business proposed to be presented at any Stockholder Requested Special Meeting,of its Affiliates. 2.14 “Disability” or “Disabled” means, unless otherwise determined by the same information describedCommittee in Section 2.6 of the Bylaws, including certain identifying information, representations and agreements and,applicable Award Agreement, with respect to any nominationa Participant’s Termination of director(s)Service, (a) in the case where there is no Service Agreement applicable to the BoardParticipant (or where there is such Service Agreement in effect but it does not define “disability” or “disabled” (or words of Directors,like import)), (i) the Participant receives disability benefits under either social security or the Company’s long-term disability plan, if any; provided that the Company reasonably believes that the term of eligibility will be at least six (6) months, or (ii) the Company, upon the written report of a qualified physician designated by the Company’s insurers, shall have determined (after a complete physical examination of the Participant at any completed and signed questionnaire, representation and agreementtime after the Participant has been absent from the Company for ninety (90) or more consecutive calendar days) that would bethe Participant has become physically and/or mentally incapable of performing the Participant’s essential job functions with or without reasonable accommodation as required by law due to injury, illness, or other incapacity (physical or mental); or (b) in the case where there is a Service Agreement applicable to the Participant that defines “disability” or “disabled” (or words of like import), “disability” or “disabled” as defined under such Service Agreement; provided, however, for purposes of an Incentive Stock Option, the term Disability or Disabled shall have the meaning ascribed to it under Section 2.622(e)(3) of the Bylaws;Code. Unless provided otherwise in an applicable Service Agreement, the determination of whether an individual has a Disability or is Disabled shall be determined by the Committee, and the Committee may rely on any determination that a Participant is disabled for purposes of benefits under any long-term disability plan in which a Participant participates that is maintained by the Company or any Affiliate. 2.15 “Dividend Equivalent Rights” means a right granted to a Participant under this Plan to receive the equivalent value (in cash or Shares) of dividends paid on Shares. 2.16 “Effective Date” means the effective date of this Plan as defined in Article XIV. 2.17 “Eligible Employee” means each employee of the Company or any of its Affiliates. An employee on a leave of absence may be an Eligible Employee. 6.1.2.22.18 “Eligible Individual” (a)means an Eligible Employee, Non-Employee Director, or Consultant who is designated by the Committee in its discretion as eligible to each stockholderreceive Awards subject to the terms and conditions set forth herein.
2.19 “Exchange Act” means the Securities Exchange Act of record signing such Special Meeting Request, or if such stockholder of record is1934, as amended from time to time. Reference to a nominee or custodian, the beneficial owner(s) on whose behalf such Special Meeting Request is signed, an affidavit by each such person (x) stating the number of shares of capital stockspecific section of the Corporation that it has OwnedExchange Act or regulation thereunder shall include such section or regulation, any valid regulation or interpretation promulgated under such section, and any comparable provision of any future legislation or regulation amending, supplementing, or superseding such section or regulation. 2.20 “Fair Market Value” means, for purposes of this Plan, unless otherwise required by any applicable provision of the Requisite Holding PeriodCode or any regulations issued thereunder, as of any date and except as provided below, the date such Special Meeting Request was signed and (y) agreeing to (I) continue to Own such number of shares of capital stock of the Corporation through the date of the Stockholder Requested Special Meeting and (II) update and supplement such affidavit as of the record date for the Stockholder Requested Special Meeting (such update and supplement shall be delivered to the Secretary at the principal executive offices of the Corporation not later than five business days after the record date for such Stockholder Requested Special Meeting) and as of the date that is no more than ten business days prior to the date of the Stockholder Requested Special Meeting (such update and supplement shall be delivered to the Secretary at the principal executive offices of thelast | CIVITAS RESOURCES, INC. 2023 Proxy Statement | | | | | | | |
Corporationsales price reported for the Common Stock on the applicable date: (a) as reported on the principal national securities exchange in the United States on which it is then traded, listed or otherwise reported or quoted or (b) if the Common Stock is not later than five business daystraded, listed, or otherwise reported or quoted, the Committee shall determine in good faith the Fair Market Value in whatever manner it considers appropriate, taking into account the requirements of Section 409A of the Code. For purposes of the grant of any Award, the applicable date shall be the trading day immediately prior to the date on which the Award is granted. For purposes of such Stockholder Requested Special Meeting); providedthe exercise of any Award, the applicable date shall be the date a notice of exercise is received by the Committee or, if not a date on which the applicable market is open, the next day that it is open. Notwithstanding the foregoing, for purposes of reporting and calculating taxable income and applicable tax withholdings, the Company may use any reasonable method to determine the Fair Market Value, including (i) using the closing price of the Common Stock on the applicable exchange or in the applicable market on the date immediately prior to the applicable determination date, and (ii) in the event of any decrease in the number of shares of capital stockParticipant makes arrangements with the Company to satisfy the tax withholdings required by Section 13.4 pursuant to a same day “sell-to-cover” or similar transaction, treating Fair Market Value as the amount received upon sale of the Corporation entitled to vote on the matterCommon Stock in such same day “sell-to-cover” or matters proposed to be brought before the Stockholder Requested Special Meeting that has been Owned for the Requisite Holding Period by such person at any time before the Stockholder Requested Special Meeting, such person’s Special Meeting Request shall be deemed to have been revoked with respect to such shares of capital stocksimilar transaction.
2.21 “Family Member” means “family member” as defined in Section A.1.(a)(5) of the Corporation comprising such reduction and shall not be counted towards the calculationgeneral instructions of the Requisite Percentage, and (b) as to any stockholder or beneficial owner who has solicited other stockholders to request the special meeting, the information described in Section 2.6 of the Bylaws as to such stockholder or beneficial owner.Form S-8. 6.1.32.22 “Incentive Stock Option” One or more written requests for a special meeting deliveredmeans any Stock Option granted to the Secretaryan Eligible Employee who is an employee of the Corporation shall constitute a valid Special Meeting Request only if each such written request satisfiesCompany or its Subsidiaries under this Plan and that is intended to be, and is designated as, an “Incentive Stock Option” within the requirementsmeaning of this Article 6.1 and has been dated and delivered to the SecretarySection 422 of the Corporation atCode.
2.23 “Non-Employee Director” means a director on the principal executive officesBoard who is not an employee of the Corporation within 60 days of the earliest dated of such requests. If the stockholder of record signing the Special Meeting Request is a nominee or custodian on behalf of a beneficial owner, such Special Meeting Request shall not be valid unless documentary evidence is supplied to the Secretary of the Corporation at the time of delivery of such Special Meeting Request of such signatory’s authority to execute the Special Meeting Request on behalf of such beneficial owner. The determination of the validity of a Special Meeting Request shall be made by the Board of Directors, which determination shall be conclusive and binding on the Corporation and the stockholders. Notwithstanding anything to the contrary herein, a Special Meeting Request shall not be valid if: (1) the Special Meeting Request does not comply withCompany. 2.24 “Non-Qualified Stock Option” means any Stock Option granted under this Article 6.1 or the Bylaws, (2) such Special Meeting Request relates to an item of businessPlan that is not a matter on which stockholders are authorized to act under, or that involves a violation of, applicable law, (3) the Request Receipt Date occurs during the period commencing 150 days prior to the first anniversary of the date of the Corporation’s proxy statement released to stockholders for the preceding year’s annual meeting of stockholders and ending on the date of the next annual meeting of stockholders, (4) the purpose(s) specified in the Special Meeting Request relates to an item of business that is the same or substantially similar (as determined by the Board of Directors, which determination shall be conclusive and binding on the Corporation and the stockholders, a “Similar Item”) to an item of business that was presented at any meeting of stockholders held within the 120 days prior to the Request Receipt Date, or (5) a Similar Item is included in the Corporation’s notice as an item of business to be brought before a stockholder meeting that has been called or that is called for a date within 120 days of the Request Receipt Date. For the avoidance of doubt, the nomination, election or removal of Directors will be deemed to be a Similar Item with respect to all items of business involving the nomination, election or removal of directors, changing the size of the Board of Directors and filling of vacancies and/or newly created directorships resulting from any increase in the authorized number of directors. Except as otherwise provided by law, in the case of a Stockholder Requested Special Meeting, the Chairperson of the Board of Directors shall have the power and duty (i) to determine whether any business proposed to be brought before the meeting was proposed in accordance with the procedures set forth in this Article 6.1 and (ii) if any proposed business was not proposed in compliance with this Article 6.1 or the stated business to be brought before the special meeting is not a proper subject for stockholder action under applicable law, to declare that such nomination shall be disregarded or that such proposed business shall not be transacted.Incentive Stock Option. 6.1.42.25 “Other Stock-Based Award” Any special meetingmeans an Award granted under Article IX of stockholders shall be held at such date and time asthis Plan that is valued in whole or in part by reference to, or is payable in or otherwise based on, Shares, but may be fixedsettled in the form of Shares or cash.
2.26 “Participant” means an Eligible Individual to whom an Award has been granted pursuant to this Plan. 2.27 “Performance Award” means an Award granted under Article VIII of this Plan. 2.28 “Performance Goals” means goals established by the Board of Directors in accordance withCommittee as contingencies for Awards to vest and/or become exercisable or distributable. 2.29 “Performance Period” means the Bylaws and in compliance withdesignated period during which the DGCL as the same exists or may hereafterPerformance Goals must be amended; provided, however, that a Stockholder Requested Special Meeting shall be called for a date not more than 120 days after the Request Receipt Datesatisfied with respect to the last Special Meeting Request relatedAward to which the Performance Goals relate. 2.30 “Person”means any “person” as such Stockholder Requested Special Meeting (or,term is used in the case of any litigation related to the validitySections 13(d) and 14(d) of the requests for a Stockholder Requested Special Meeting, 120 days afterExchange Act. 2.31 “Prior Plan Award” means an award outstanding under any Prior Plan as of the resolutionEffective Date. 2.32 “Restricted Stock” means an Award of such litigation).Shares granted under Article VII of this Plan. 6.1.52.33 “ Business transacted at any Stockholder Requested Special Meeting shallRestricted Stock Unit” means an unfunded, unsecured right to receive, on the applicable settlement date, one Share or an amount in cash or other consideration determined by the Committee to be limitedof equal value as of such settlement date, subject to (i) the purpose(s) stated in the valid Special Meeting Request(s) related to such meetingcertain vesting conditions and (ii) any additional matters that the Board of Directors determines to include in the Corporation’s noticeother restrictions.
2.34 “Rule 16b-3” means Rule 16b-3 under Section 16(b) of the meeting.Exchange Act as then in effect or any successor provision. 2.35 “Section 409A of the Code” means the nonqualified deferred compensation rules under Section 409A of the Code and any applicable treasury regulations and other official guidance thereunder. 2.36 “Securities Act” means the Securities Act of 1933, as amended, and all rules and regulations promulgated thereunder. Reference to a specific section of the Securities Act or regulation thereunder shall include such section or regulation, any valid regulation or interpretation promulgated under such section, and any comparable provision of any future legislation or regulation amending, supplementing, or superseding such section or regulation. 2.37 “Service Agreement” means, with respect to a Participant, any employment agreement, offer letter, consulting agreement, change in control agreement, severance agreement, or similar agreement in effect between the Company or an Affiliate and the Participant or any severance plan, change in control plan or similar plan of the Company or an Affiliate in which the Participant participates. 2.38 “Shares” means shares of Common Stock. | CIVITAS RESOURCES, INC. 2023 Proxy Statement | | |
2.39 “Stock Appreciation Right” means a stock appreciation right granted under Article VI of this Plan. 2.40 “Stock Option” or “Option” means any option to purchase Shares granted pursuant to Article VI of this Plan. 2.41 “Subsidiary” means any subsidiary corporation of the Company within the meaning of Section 424(f) of the Code. 2.42 “Ten Percent Stockholder” means a Person owning stock representing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or its Subsidiaries. 2.43 “Termination of Service” means the termination of the applicable Participant’s employment with, or performance of services for, the Company and its Affiliates. Unless otherwise determined by the Committee, (a) if a Participant’s employment or services with the Company and its Affiliates terminates but such Participant continues to provide services to the Company and its Affiliates in a non-employee capacity, such change in status shall not be deemed a Termination of Service with the Company and its Affiliates and (b) a Participant employed by, or performing services for an Affiliate that ceases to be an Affiliate shall also be deemed to have incurred a Termination of Service provided the Participant does not immediately thereafter become an employee of the Company or another Affiliate. Notwithstanding the foregoing provisions of this definition, with respect to any Award that constitutes a “nonqualified deferred compensation plan” within the meaning of Section 409A of the Code, a Participant shall not be considered to have experienced a “Termination of Service” unless the Participant has experienced a “separation from service” within the meaning of Section 409A of the Code. ARTICLE III ADMINISTRATION 3.1 Authority of the Committee. This Plan shall be administered by the Committee. Subject to the terms of this Plan and Applicable Law, the Committee shall have full authority to grant Awards to Eligible Individuals under this Plan. In particular, the Committee shall have the authority to: (a) determine whether and to what extent Awards, or any combination thereof, are to be granted hereunder to one or more Eligible Individuals; (b) determine the number of Shares to be covered by each Award granted hereunder; (c) determine the terms and conditions, not inconsistent with the terms of this Plan, of any Award granted hereunder (including, but not limited to, the exercise or purchase price (if any), any restriction or limitation, any vesting schedule or acceleration thereof, or any forfeiture restrictions or waiver thereof, regarding any Award and the Shares, if any, relating thereto, based on such factors, if any, as the Committee shall determine, in its sole discretion); (d) determine the amount of cash to be covered by each Award granted hereunder; (e) determine whether, to what extent, and under what circumstances grants of Options and other Awards under this Plan are to operate on a tandem basis and/or in conjunction with or apart from other awards made by the Company outside of this Plan; (f) determine whether and under what circumstances an Award may be settled in cash, Shares, other property, or a combination of the foregoing; (g) determine whether, to what extent and under what circumstances cash, Shares, or other property and other amounts payable with respect to an Award under this Plan shall be deferred either automatically or at the election of the Participant; (h) modify, waive, amend, or adjust the terms and conditions of any Award, at any time or from time to time, including but not limited to Performance Goals; (i) determine whether a Stock Option is an Incentive Stock Option or Non-Qualified Stock Option; (j) determine whether to require a Participant, as a condition of the granting of any Award, to not sell or otherwise dispose of Shares acquired pursuant to the exercise or vesting of an Award for a period of time as determined by the Committee, in its sole discretion, following the date of the acquisition of such Award or Shares; (k) modify, extend, or renew an Award, subject to Article XI and Section 6.8(g) of this Plan; and (l) determine how the Disability, death, retirement, authorized leave of absence or any other change or purported change in a Participant’s status affects an Award and the extent to which, and the period during | | | | |
If nonewhich, the Participant, the Participant’s legal representative, conservator, guardian or beneficiary may exercise rights under the Award, if applicable.
3.2 Guidelines. Subject to Article XI of this Plan, the Committee shall have the authority to adopt, alter, and repeal such administrative rules, guidelines, and practices governing this Plan and perform all acts, including the delegation of its responsibilities (to the extent permitted by Applicable Law and applicable stock exchange rules), as it shall, from time to time, deem advisable; to construe and interpret the terms and provisions of this Plan and any Award issued under this Plan (and any agreements or sub-plans relating thereto); and to otherwise supervise the administration of this Plan. The Committee may correct any defect, supply any omission, or reconcile any inconsistency in this Plan or in any agreement relating thereto in the manner and to the extent it shall deem necessary to effectuate the purpose and intent of this Plan. The Committee may adopt special rules, sub-plans, guidelines, and provisions for persons who are residing in or employed in, or subject to, the taxes of any domestic or foreign jurisdictions to satisfy or accommodate applicable foreign laws or to qualify for preferred tax treatment of such domestic or foreign jurisdictions. 3.3 Decisions Final. Any decision, interpretation, or other action made or taken in good faith by or at the direction of the stockholders who submittedCompany, the Special Meeting Request,Board, or the Committee (or any of its members) arising out of or in connection with this Plan shall be within the absolute discretion of all and each of them, as the case may be, and shall be final, binding, and conclusive on the Company and all employees and Participants and their Qualified Representatives (as defined below), appears atrespective heirs, executors, administrators, successors, and assigns. 3.4 Designation of Consultants/Liability; Delegation of Authority. (a) The Committee may employ such legal counsel, consultants, and agents as it may deem desirable for the Stockholder Requested Special Meeting to presentadministration of this Plan and may rely upon any opinion received from any such counsel or consultant and any computation received from any such consultant or agent. Expenses incurred by the matters to be presented for consideration that were specifiedCommittee or the Board in the Special Meeting Request(s)engagement of any such counsel, consultant, or agent shall be paid by the Company. The Committee, its members, and any person designated pursuant to this Section 3.4 shall not be liable for any action or determination made in good faith with respect to this Plan. To the maximum extent permitted by Applicable Law, no officer of the Company or member or former member of the Committee or of the Board shall be liable for any action or determination made in good faith with respect to this Plan or any Award granted under it. (b) The Committee may delegate any or all of its powers and duties under this Plan to a subcommittee of directors or to any officer of the Company, including the power to perform administrative functions (including executing agreements or other documents on behalf of the Committee) and grant Awards; provided, that such delegation does not (i) violate Applicable Law, or (ii) result in the Corporation need not present such mattersloss of an exemption under Rule 16b-3(d)(1) for a vote at such meeting, notwithstanding that proxiesAwards granted to Participants subject to Section 16 of the Exchange Act in respect of the Company. Upon any such matter may have been received by the Corporation. 6.1.6 For purposes ofdelegation, all references in this Fourth Amended and Restated Certificate of Incorporation, to be considered a “Qualified Representative” of a stockholder, a person must be a duly authorized officer, manager or partner of such stockholder or authorized by a writing executed by such stockholder (or a reliable reproduction or electronic transmission of the writing) deliveredPlan to the Corporation prior to the presentation of such matters at the meeting stating that such person is authorized to act for such stockholder as proxy at the meeting of stockholders. For the purposes of this Article 6.1, a stockholder or beneficial owner“Committee,” shall be deemed to “Own” only those shares of outstanding capital stockinclude any subcommittee or officer of the Corporation asCompany to whichwhom such powers have been delegated by the Committee. Any such delegation shall not limit the right of such subcommittee members or such an officer to receive Awards; provided, however, that such subcommittee members and any such officer may not grant Awards to himself or herself, a member of the Board, or any executive officer of the Company or an Affiliate, or take any action with respect to any Award previously granted to himself or herself, a member of the Board, or any executive officer of the Company or an Affiliate. The Committee may also designate employees or professional advisors who are not executive officers of the Company or members of the Board to assist in administering this Plan, provided, however, that such individuals may not be delegated the authority to grant or modify any Awards that will, or may, be settled in Shares.
3.5 Indemnification. To the maximum extent permitted by Applicable Law and to the extent not covered by insurance directly insuring such person, possesses both (i)each current and former officer or employee of the full voting and investment rights pertaining to such shares and (ii) the full economic interest in (including the opportunity for profit and risk of loss on) such shares; provided that the number of shares calculated in accordance with clauses (i) and (ii) shall not include any shares (A) sold by such personCompany or any of its Affiliates (as defined below)and member or former member of the Committee or the Board shall be indemnified and held harmless by the Company against any cost or expense (including reasonable fees of counsel acceptable to the Committee) or liability (including any sum paid in settlement of a claim with the approval of the Committee), and advanced amounts necessary to pay the foregoing at the earliest time and to the fullest extent permitted, arising out of any transactionact or omission to act in connection with the administration of this Plan, except to the extent arising out of such officer’s, employee’s, member’s, or former member’s own fraud or bad faith. Such indemnification shall be in addition to any right of indemnification that has not been settledthe current or closed, (B) borrowed by such personformer employee, officer or member may have under Applicable Law or under the by-laws of the Company or any of its Affiliates for any purposes or purchased by such person or any of its Affiliates pursuant to an agreement to resell or (C) subject to any option, warrant, forward contract, swap, contract of sale, or other derivative or similar agreement entered into by such person or any of its Affiliates, whether any such instrument or agreement is to be settled with shares or with cash based on the notional amount or value of shares of outstanding capital stock of the Corporation, in any such case which instrument or agreement has, or is intended to have, or if exercised would have the purpose or effect of (1) reducing in any manner, to any extent or at any time in the future, such person’s or Affiliates’ full right to vote or direct the voting of any such shares, and/or (2) hedging, offsetting or altering to any degree any gain or loss arising from the full economic ownership of such shares by such person or Affiliate. A stockholder or beneficial owner shall “Own” shares held in the name of a nominee or other intermediary so long as the person retains the right to instruct how the shares are voted with respectAffiliates. Notwithstanding anything else herein, this indemnification will not apply to the election of Directors and possesses the full economic interest in the shares. A person shall be deemed to continue to Own shares during any period in which the person has loaned such shares provided that the person has the power to recall such loaned shares on five business days’ (or less) notice, and has delegated any voting power only by means of a proxy, power of attorneyactions or other instrument or arrangement which is revocable at any time by the person. The determination of the extent to which a stockholder or beneficial owner “Owns” any shares of capital stock for these purposes shall bedeterminations made by the Board of Directors, which determination shall be conclusive and binding on the Corporation and the stockholders. The terms “Owned,” “Ownership” and other variations of the word “Own” shall have a corresponding meaning. As used in this Fourth Amended and Restated Certificate of Incorporation, the term “Affiliate(s)” shall have the meaning attributedan individual with regard to Awards granted to such term in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). 6.2 Action by Written Consent. All actions required or permitted to be taken by stockholders at an annual or special meeting of stockholders of the Corporation may be effected without a meeting by written consent of the holders of capital stock of the Corporation entitled to vote as of the record date of the written consent; provided, that no such action may be effected except in accordance with the provisions of this Article 6.2.
6.2.1. Request for Record Date. The record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be as fixed by the Board of Directors or as otherwise establishedindividual under this Plan.Article 6.2. Any stockholder of record seeking to have the stockholders authorize or take corporate action by written consent without a meeting shall, by written notice addressed to the Secretary of the Corporation and delivered to the Corporation at its principal executive offices and signed by stockholders of record at the time of the request who have collectively Owned at least the Requisite Percentage of the outstanding shares of the capital stock of the Corporation entitled to vote on the matter or matters proposed to be brought before the proposed special meeting for at least the Requisite Holding Period, request that a record date be fixed for such purpose. Such request must contain the information set forth in Article 6.2.2. Following receipt of such request, the
| CIVITAS RESOURCES, INC. 2023 Proxy Statement | | | A-6
ARTICLE IV SHARE LIMITATION 4.1 Shares. The aggregate number of Shares that may be issued pursuant to this Plan shall not exceed 3,100,000 Shares (subject to any increase or decrease pursuant to this Article IV), which may be either authorized and unissued Shares or Shares held in or acquired for the treasury of the Company or both. The aggregate number of Shares that may be issued or used with respect to any Incentive Stock Option shall not exceed 3,100,000 Shares (subject to any increase or decrease pursuant to this Section 4.1). Any Award under this Plan settled in cash shall not be counted against the foregoing maximum share limitations. Any Shares (a) subject to an Award or a Prior Plan Award that expires or is canceled, forfeited, or terminated without issuance of the full number of Shares to which the Award or the Prior Plan Award related or (b) subject to an Award or a Prior Plan Award other than an Option or Stock Appreciation Right that is delivered, withheld or surrendered to satisfy any tax withholding obligations, will, in the case of each of the foregoing clauses (a) and (b), again be available for issuance under this Plan; provided, however, that Shares subject to a Prior Plan Award that was granted pursuant to an exception under Section 303A.08 of the NYSE Listed Company Manual that become available for issuance under this Plan shall remain subject to the terms and conditions set forth in such exception. Notwithstanding anything to the contrary contained herein, Shares subject to an Option or Stock Appreciation Right under this Plan or a Prior Plan Award shall not again be available for issuance under this Plan if such Shares are (i) Shares tendered, withheld or surrendered in payment of the exercise or purchase price of such Option or Stock Appreciation Right or taxes relating to such Option or Stock Appreciation Right, (ii) Shares that were not issued or delivered as a result of the net settlement or net exercise of such Option or Stock Appreciation Right or (iii) Shares repurchased on the open market with the proceeds of an Option’s exercise price. 4.2 Substitute Awards. In connection with an entity’s merger or consolidation with the Company or the Company’s acquisition of an entity’s property or stock, the Committee may grant Awards in substitution for any options or other stock or stock-based awards granted before such merger or consolidation by such entity or its affiliate (“Substitute Awards”). Substitute Awards may be granted on such terms as the Committee deems appropriate, notwithstanding limitations on Awards in this Plan. Substitute Awards will not count against the Shares authorized for grant under this Plan (nor shall Shares subject to a Substitute Award be added to the Shares available for Awards under this Plan as provided under Section 4.1 above), except that Shares acquired by exercise of substitute Incentive Stock Options will count against the maximum number of Shares that may be issued pursuant to the exercise of Incentive Stock Options under this Plan, as set forth in Section 4.1 above. Additionally, in the event that a Person acquired by the Company or any Subsidiary or with which the Company or any Subsidiary combines has shares available under a pre-existing plan approved by stockholders and not adopted in contemplation of such acquisition or combination, the shares available for grants pursuant to the terms of such pre-existing plan (as adjusted, to the extent appropriate, using the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or combination to determine the consideration payable to the holders of common stock of the entities party to such acquisition or combination) may be used for Awards under this Plan and shall not reduce the Shares authorized for grant under this Plan (and Shares subject to such Awards shall not be added to the Shares available for Awards under this Plan as provided under Section 4.1 above); provided that Awards using such available shares shall not be made after the date awards or grants could have been made under the terms of the pre-existing plan, absent the acquisition or combination, and shall only be made to individuals who were not Eligible Employees or Non-Employee Directors prior to such acquisition or combination. 4.3 Adjustments. (a) The existence of this Plan and the Awards granted hereunder shall not affect in any way the right or power of the Board or the stockholders of the Company to make or authorize (i) any adjustment, recapitalization, reorganization, or other change in the Company’s capital structure or its business, (ii) any merger or consolidation of the Company or any Affiliate, (iii) any issuance of bonds, debentures, or preferred or prior preference stock ahead of or affecting the Shares, (iv) the dissolution or liquidation of the Company or any Affiliate, (v) any sale or transfer of all or part of the assets or business of the Company or any Affiliate, or (vi) any other corporate act or proceeding. (b) Subject to the provisions of Article X: (i) If the Company at any time subdivides (by any split, recapitalization or otherwise) the outstanding Shares into a greater number of Shares, or combines (by reverse split, combination, or otherwise) its outstanding Shares into a lesser number of Shares, then the respective exercise prices for outstanding Awards that provide for a Participant-elected exercise and the number of Shares covered by outstanding Awards shall be appropriately adjusted by the Committee to prevent dilution or enlargement of the rights granted to, or available for, Participants under this Plan; provided that the Committee in its sole discretion shall determine whether an adjustment is appropriate. | | | | |
Board(ii) Excepting transactions covered by Section 4.3(b)(i), if the Company effects any merger, consolidation, statutory exchange, spin-off, reorganization, sale or transfer of Directorsall or substantially all the Company’s assets or business, or other corporate transaction or event in such a manner that the Company’s outstanding Shares are converted into the right to receive (or the holders of Common Stock are entitled to receive in exchange therefor), either immediately or upon liquidation of the Company, securities or other property of the Company or other entity, then, subject to the provisions of Article X, (A) the aggregate number or kind of securities that thereafter may be issued under this Plan, (B) the number or kind of securities or other property (including cash) to be issued pursuant to Awards granted under this Plan (including as a result of the assumption of this Plan and the obligations hereunder by a successor entity, as applicable), or (C) the exercise or purchase price thereof, shall be appropriately adjusted by the laterCommittee to prevent dilution or enlargement of the rights granted to, or available for, Participants under this Plan.
(iii) If there shall occur any change in the capital structure of the Company other than those covered by Section 4.3(b)(i) 20 days after the Corporation’s receipt of such request and or 4.3(b)(ii) five days after delivery, any conversion, any adjustment, or any issuance of any information requestedclass of securities convertible or exercisable into, or exercisable for, any class of equity securities of the Company, then the Committee shall adjust any Award and make such other adjustments to this Plan to prevent dilution or enlargement of the rights granted to, or available for, Participants under this Plan. (iv) In the event of any pending stock dividend, stock split, combination or exchange of shares, merger, consolidation or other distribution (other than normal cash dividends) of Company assets to stockholders, or any other extraordinary transaction or change affecting the Shares or the Share price, including any securities offering or other similar transaction, for administrative convenience, the Committee may refuse to permit the exercise of any Award for up to sixty (60) days before or after such transaction. (v) The Committee may adjust the Performance Goals applicable to any Awards to reflect any unusual or non-recurring events and other extraordinary items, impact of charges for restructurings, discontinued operations, and the cumulative effects of accounting or tax changes, each as defined by generally accepted accounting principles or as identified in the Company’s financial statements, notes to the financial statements, management’s discussion and analysis, or other Company public filing. (vi) Any such adjustment determined by the CorporationCommittee pursuant to determinethis Section 4.3(b) shall be final, binding, and conclusive on the validityCompany and all Participants and their respective heirs, executors, administrators, successors, and permitted assigns. Any adjustment to, or assumption or substitution of, an Award under this Section 4.3(b) shall be intended to comply with the requirements of Section 409A of the Code and Treasury Regulation §1.424-1 (and any amendments thereto), to the extent applicable. Except as expressly provided in this Section 4.3 or in the applicable Award Agreement or any applicable Service Agreement, a Participant shall have no additional rights under this Plan by reason of any transaction or event described in this Section 4.3. 4.4 Annual Limit on Non-Employee Director Compensation. In each calendar year during any part of which this Plan is in effect, a Non-Employee Director may not receive Awards for such individual’s service on the Board that, taken together with any cash fees paid to such Non-Employee Director during such calendar year for such individual’s service on the Board, have a value in excess of $750,000 (calculating the value of any such requestAwards based on the grant date fair value of such Awards for financial reporting purposes); provided, that (a) the Committee may make exceptions to this limit, except that the Non-Employee Director receiving such additional compensation may not participate in the decision to award such compensation or whetherin other contemporaneous decisions involving compensation for Non-Employee Directors and (b) for any calendar year in which a Non-Employee Director (i) first commences service on the actionBoard, (ii) serves on a special committee of the Board, or (iii) serves as lead director or non-executive chair of the Board, such limit shall be increased to $1,000,000; provided, further, that the limit set forth in this Section 4.4 shall be applied without regard to Awards or other compensation, if any, provided to a Non-Employee Director during any period in which such request relatesindividual was an employee of the Company or any Affiliate or was otherwise providing services to the Company or to any Affiliate other than in the capacity as a Non-Employee Director. 4.5 Minimum Vesting Schedule. A vesting period of at least one (1) year shall apply to all Awards issued under this Plan; provided that (a) an Award granted to a Non-Employee Director may be effected by written consentvest on the earlier of stockholders in lieu of a meeting, determine the validity of such request and whether such request relates to an action that may be taken by written consent of stockholders in lieu of a meeting pursuant to this Article 6.2 and applicable law and, if appropriate, adopt a resolution fixing the record date for such purpose. The record date for such purpose shall be no more than ten days after(i) the date upon whichthat is one (1) year following the resolution fixing the record date is adopted by the Board of Directors and shall not precede the date upon which such resolution is adopted. If (x) the request required by this Article 6.2.1has been determined to be valid and to relate to an action that may be effected by written consent pursuant to this Article 6.2 and applicable law or (y) no such determination shall have been made by the date required by this Article 6.2.1, and in either event no record date has been fixed by the Board of Directors, the record date shall be the first date on which a signed written consent relating tosuch Award is granted and (ii) the action taken or proposed to be taken by written consent is delivered to the Corporation in the manner described in Article 6.2.4; provided that if prior action by the Board of Directors is required under the provisionsfirst annual meeting of the DGCL,Company’s stockholders that occurs following the record date shall be at the close of business on the day on which the Board of Directors adopt the resolution taking such prior action.Award is granted, 6.2.2 Notice Requirements.provided The request required by Article 6.2.1 mustthat such vesting period may not be delivered by stockholders of record with a combined Ownership at leastless than fifty (50) weeks following the Requisite Percentagedate such Award is granted, and(b) up to five percent (5%) of the outstanding shares of the capital stock of the Corporation entitled to vote on the matter or mattersShares reserved for issuance under this Plan as of the date of such delivery (with written evidence of such Ownership included with the written notice making such request) and such stockholders must have held a combined Ownership of at least the Requisite Percentage for at least the Requisite Holding Period, must describe the action proposed toEffective Date may be taken by written consent of stockholders in lieu of a meeting and must contain such information and representations, to the extent applicable, required by Section 2.6 of the Bylaws (relating to advance notice of stockholder nominations or business proposals to be submitted at a meeting of stockholders) as though such stockholder or stockholders were intending to make a nomination or to bring a business proposal before a meeting of stockholders (other than a proposal permitted to be included in the Corporation’s proxy statementissued pursuant to applicable rules and regulations promulgated under the Exchange Act), including, without limitation, all such information regarding the stockholder or stockholder(s) making the request required by Article 6.2.1, the beneficial owner or beneficial owners, if any, on whose behalf the request is made, and the text of the proposal(s) (including the text of any resolutions to be adopted by written consent of stockholders and the language of any proposed amendment to the Bylaws). The Corporation may require the stockholder(s) submitting such notice to furnish such other information as may be requested by the Corporation, including such information as may be requested to determine the validity of the request and to determine whether such request relates to an actionAwards that may be effected by written consent of stockholders in lieu of a meeting under this Article 6.2 and applicable law. In connection with an action or actions proposed to be taken by written consent in accordance with this Article 6.2 and applicable law, the stockholder(s) seeking such action or actions shall further update and supplement the information previously provided to the Corporation in connection therewith, if necessary, in the same manner required by the Bylaws.
6.2.3 Actions Which May Be Taken by Written Consent. Stockholders are not entitled to act by written consent if (i) the request to act by written consent made pursuant to Article 6.2.1 (x) doesdo not comply with such minimum one (1) year vesting period or clause (a) of this Article 6.2, (y) was made in a manner that involved a violation of Regulation 14A under the Exchange Act or other applicable law or (z) relates to an item of business that is not a matter on which stockholders are authorized to act under, or that involves a violation of, applicable law; (ii) any such request is received by the Corporation during the period commencing 150 days prior to the first anniversary of the date of the Corporation’s proxy statement released to stockholders for the preceding year’s annual meeting of stockholders and ending on the date of the next annual meeting of stockholders; (iii) a Similar Item was presented at any meeting of stockholders held within the 120 days prior to the request to act by written consent; or (iv) a Similar Item is included in the Corporation’s notice as an item of business to be brought before a stockholder meeting that has been called or that is called for a date within 120 days of the request to act by written consent.Section 4.5.
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ARTICLE V ELIGIBILITY 5.1 General Eligibility. All current and prospective Eligible Individuals are eligible to be granted Awards. Eligibility for the grant of Awards and actual participation in this Plan shall be determined by the Committee in its sole discretion. No Eligible Individual will automatically be granted any Award under this Plan. 5.2 Incentive Stock Options. Notwithstanding the foregoing, only Eligible Employees who are employees of the Company or its Subsidiaries are eligible to be granted Incentive Stock Options under this Plan. Eligibility for the grant of an Incentive Stock Option and actual participation in this Plan shall be determined by the Committee in its sole discretion. 5.3 General Requirement. The vesting and exercise of Awards granted to a prospective Eligible Individual are conditioned upon such individual actually becoming an Eligible Employee, Consultant, or Non-Employee Director, as applicable. ARTICLE VI STOCK OPTIONS; STOCK APPRECIATION RIGHTS 6.1 General. Stock Options or Stock Appreciation Rights may be granted alone or in addition to other Awards granted under this Plan. Each Stock Option granted under this Plan shall be of one of two types: (a) an Incentive Stock Option or (b) a Non-Qualified Stock Option. Stock Options and Stock Appreciation Rights granted under this Plan shall be evidenced by an Award Agreement and subject to the terms, conditions and limitations in this Plan, including any limitations applicable to Incentive Stock Options. 6.2 Grants. The Committee shall have the authority to grant to any Eligible Individual one or more Incentive Stock Options, Non-Qualified Stock Options, and/or Stock Appreciation Rights; provided, however, that Incentive Stock Options may only be granted to an Eligible Employee who is an employee of the Company or its Subsidiaries. To the extent that any Stock Option does not qualify as an Incentive Stock Option (whether because of its provisions or the time or manner of its exercise or otherwise), such Stock Option or the portion thereof which does not so qualify shall constitute a separate Non-Qualified Stock Option. 6.3 Exercise Price. The exercise price per Share subject to a Stock Option or Stock Appreciation Right shall be determined by the Committee at the time of grant, provided that the per share exercise price of a Stock Option or Stock Appreciation Right shall not be less than 100% (or, in the case of an Incentive Stock Option granted to a Ten Percent Stockholder, 110%) of the Fair Market Value at the time of grant. Notwithstanding the foregoing, in the case of a Stock Option or Stock Appreciation Right that is a Substitute Award, the exercise price per Share for such Stock Option or Stock Appreciation Right may be less than the Fair Market Value on the date of grant; provided that such exercise price is determined in a manner consistent with the provisions of Section 409A of the Code and, if applicable, Section 424(a) of the Code. 6.4 Term. The term of each Stock Option or Stock Appreciation Right shall be fixed by the Committee, provided that no Stock Option or Stock Appreciation Right shall be exercisable more than ten (10) years (or, in the case of an Incentive Stock Option granted to a Ten Percent Stockholder, five (5) years) after the date on which the Stock Option or Stock Appreciation Right, as applicable, is granted. 6.5 Exercisability. Unless otherwise provided by the Committee in accordance with the provisions of this Section 6.5, Stock Options and Stock Appreciation Rights granted under this Plan shall be exercisable at such time or times and subject to such terms and conditions as shall be determined by the Committee at the time of grant. Subject to Section 4.5, the Committee may, but shall not be required to, provide for an acceleration of vesting and exercisability upon the occurrence of a specified event. Unless otherwise determined by the Committee, if the exercise of a Non-Qualified Stock Option or Stock Appreciation Right within the permitted time periods is prohibited because such exercise would violate the registration requirements under the Securities Act or any other Applicable Law or the rules of any securities exchange or interdealer quotation system, the Company’s insider trading policy (including any blackout periods) or a “lock-up” agreement entered into in connection with the issuance of securities by the Company, then the expiration of such Non-Qualified Stock Option or Stock Appreciation Right shall be extended until the date that is thirty (30) days after the end of the period during which the exercise of the Non-Qualified Stock Option or Stock Appreciation Right would be in violation of such registration requirement or other Applicable Law or rules, blackout period or lock-up agreement, as determined by the Committee; provided, however, that in no event shall any such extension result in any Non-Qualified Stock Option or Stock Appreciation Right remaining exercisable after the ten (10)-year term of the applicable Non-Qualified Stock Option or Stock Appreciation Right. 6.6 Method of Exercise. Subject to any applicable waiting period or exercisability provisions under Section 6.5, to the extent vested, Stock Options and Stock Appreciation Rights may be exercised in whole or in | | | | |
6.2.4 Mannerpart at any time during the term of Consent Solicitation. Stockholdersthe applicable Stock Option or Stock Appreciation Right, by giving written notice of exercise (which may take actionbe electronic) to the Company specifying the number of Stock Options or Stock Appreciation Rights, as applicable, being exercised. Such notice shall be accompanied by written consent only if consents are solicitedpayment in full of the exercise price (which shall equal the product of such number of Shares to be purchased multiplied by the stockholder(s) seekingapplicable exercise price). The exercise price for the Stock Options may be paid upon such terms and conditions as shall be established by the Committee and set forth in the applicable Award Agreement. Without limiting the foregoing, the Committee may establish payment terms for the exercise of Stock Options pursuant to take action by written consentwhich the Company may withhold a number of stockholdersShares that otherwise would be issued to the Participant in accordanceconnection with this Article 6.2 and applicable law from all holders of capital stockthe exercise of the Corporation entitled to voteStock Option having a Fair Market Value on the matter.
6.2.5 Date of Consent. Every written consent purporting to take or authorize the taking of corporate action (a “Consent”) must bear the date of signatureexercise equal to the exercise price, or that permit the Participant to deliver cash or Shares with a Fair Market Value equal to the exercise price on the date of each stockholder who signs the Consent, and no Consentpayment, or through a simultaneous sale through a broker of Shares acquired on exercise, all as permitted by Applicable Law. No Shares shall be effective to takeissued until payment therefor, as provided herein, has been made or provided for. Upon the corporate action referred to therein unless, within 60 days of the earliest dated Consent delivered in the manner required by Article 6.2.6 and applicable law, Consents signed by a sufficient number of stockholders to take such action are so delivered to the Corporation.
6.2.6 Delivery of Consents. Consents must be delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which minutes of proceedings of stockholders are recorded. Delivery must be made by hand or by certified or registered mail, return receipt requested. In the event of the delivery to the Corporation of Consents, the Secretary or such other officer of the Corporation as the Board of Directors may designate shall provide for the safe-keeping of such Consents and any related revocations and shall promptly conduct such ministerial review of the sufficiency of all Consents and any related revocations and of the validity of the action to be taken by written consent as the Secretary or such other officer, as the case may be, deems necessary or appropriate, including, without limitation, whether the stockholdersexercise of a number of shares having the requisite voting power to authorize or take the action specified in Consents have given consent. If after such investigation the Secretary or such other officer of the Corporation as the Board of Directors may designate shall determine that the action purported to have been taken is duly authorized by the Consents, that fact shall be certified on the records of the Corporation kept for the purpose of recording the proceedings of meetings of stockholders and the Consents shall be filed in such records. ln conducting the investigation required by this Article 6.2.6, the Secretary or such other officer of the Corporation as the Board of Directors may designate may, at the expense of the Corporation, retain special legal counsel and any other necessary or appropriate professional advisors as such person or persons may deem necessary or appropriate and, to the fullest extent permitted by law, shall be fully protected in relying in good faith upon the opinion of such counsel or advisors.
6.2.7 Effectiveness of Consent. Notwithstanding anything in this Fourth Amended and Restated Certificate of Incorporation to the contrary, no action may be taken by the stockholders by written consent except in accordance with this Article 6.2 and applicable law. If the Board of Directors shall determine that any request to fixStock Appreciation Right a record date or to take stockholder action by written consent was not properly made in accordance with, or relates to an action that may not be effected by written consent pursuant to, this Article 6.2 or applicable law, or the stockholder or stockholders seeking to take such action do not otherwise comply with this Article 6.2 or applicable law, then the Board of Directors shall not be required to fix a record date in respect of such proposed action, and any such purported action by written consent shall be null and void. No action by written consent without a meeting shall be effective until such date as the Secretary or such other officer of the Corporation as the Board of Directors may designate certifies to the Corporation that the Consents delivered to the Corporation in accordance with Article 6.2.6 represent at least the minimum number of votes that would be necessary to take the corporate action at a meeting at which all shares entitled to vote thereon were present and voted, in accordance with the DGCL and this Fourth Amended and Restated Certificate of Incorporation.
6.2.8 Board-Solicited Stockholder Action by Written Consent. Notwithstanding anything to the contrary set forth above, (i) none of the foregoing provisions of this Article 6.2 shall apply to any solicitation of stockholder action by written consent in lieu of a meeting by or at the direction of the Board of Directors and (ii) the Board of DirectorsParticipant shall be entitled to solicit stockholder actionreceive, for each right exercised, up to, but no more than, an amount in cash and/or Shares (as chosen by written consentthe Committee in accordance with applicable law.its sole discretion) equal in value to the excess of the Fair Market Value of one (1) Share on the date that the right is exercised over the Fair Market Value of one (1) Share on the date that the right was awarded to the Participant.
6.2.9 Challenge6.7 Non-Transferability. No Stock Option or Stock Appreciation Right shall be transferable by the Participant other than by will or by the laws of descent and distribution, and all Stock Options and Stock Appreciation Rights shall be exercisable, during the Participant’s lifetime, only by the Participant. Notwithstanding the foregoing, the Committee may determine, in its sole discretion, at the time of grant or thereafter that a Non-Qualified Stock Option that is otherwise not transferable pursuant to Validity of Consent. Nothing contained in this Article 6.2 shall in any way be construedSection 6.7 is transferable to suggest or imply that the Board of Directorsa Family Member of the CorporationParticipant in whole or in part and in such circumstances, and under such conditions, as specified by the Committee. A Non-Qualified Stock Option that is transferred to a Family Member pursuant to the preceding sentence (a) may not be subsequently transferred other than by will or by the laws of descent and distribution and (b) remains subject to the terms of this Plan and the applicable Award Agreement. Any Shares acquired upon the exercise of a Non-Qualified Stock Option by a permissible transferee of a Non-Qualified Stock Option or a permissible transferee pursuant to a transfer after the exercise of the Non-Qualified Stock Option shall be subject to the terms of this Plan and the applicable Award Agreement.
6.8 Termination. Unless otherwise determined by the Committee at grant or, if no rights of the Participant are reduced, thereafter, subject to the provisions of the applicable Award Agreement and this Plan and any applicable Service Agreement, upon a Participant’s Termination of Service for any reason, Stock Options and Stock Appreciation Rights may remain exercisable following a Participant’s Termination of Service as follows: (a) Termination by Death or Disability. Unless otherwise provided in the applicable Award Agreement or any stockholderapplicable Service Agreement, or otherwise determined by the Committee at the time of grant or, if no rights of the Participant are reduced, thereafter, if a Participant’s Termination of Service is by reason of death or Disability, all Stock Options and Stock Appreciation Rights that are held by such Participant that are vested and exercisable at the time of the Participant’s Termination of Service may be exercised by the Participant (or in the case of the Participant’s death, by the legal representative of the Participant’s estate) at any time within a period of one (1) year from the date of such Termination of Service, but in no event beyond the expiration of the stated term of such Stock Options and Stock Appreciation Rights; provided, however, that, in the event of a Participant’s Termination of Service by reason of Disability, if the Participant dies within such exercise period, all unexercised Stock Options and Stock Appreciation Rights held by such Participant shall notthereafter be entitledexercisable, to contest the validityextent to which they were exercisable at the time of death, for a period of one (1) year from the date of such death, but in no event beyond the expiration of the stated term of such Stock Options and/or Stock Appreciation Rights. (b) Involuntary Termination Without Cause. Unless otherwise provided in the applicable Award Agreement or any Consentapplicable Service Agreement or related revocations, whether beforeotherwise determined by the Committee at the time of grant or, afterif no rights of the Participant are reduced, thereafter, if a Participant’s Termination of Service is by involuntary termination by the Company without Cause, all Stock Options and Stock Appreciation Rights that are held by such Participant that are vested and exercisable at the time of the Participant’s Termination of Service may be exercised by the Participant at any time within a period of ninety (90) days from the date of such Termination of Service, but in no event beyond the expiration of the stated term of such Stock Options or Stock Appreciation Rights. (c) Voluntary Resignation. Unless otherwise provided in the applicable Award Agreement or any applicable Service Agreement or otherwise determined by the Committee at the time of grant or, if no rights of the Participant are reduced, thereafter, if a Participant’s Termination of Service is voluntary (other than a voluntary termination described in Section 6.8(d) hereof), all Stock Options and Stock Appreciation Rights that are held by such Participant that are vested and exercisable at the time of the Participant’s | CIVITAS RESOURCES, INC. 2023 Proxy Statement | | | | | | | |
such certificationTermination of Service may be exercised by the SecretaryParticipant at any time within a period of ninety (90) days from the date of such Termination of Service, but in no event beyond the expiration of the Corporationstated term of such Stock Options or such other officer of the Corporation as the Board of Directors may designate or to prosecute or defend any litigation with respect thereto.Stock Appreciation Rights.
Article 7. COMPROMISE OR ARRANGEMENTS(d) Termination for Cause. Unless otherwise provided in the applicable Award Agreement or any applicable Service Agreement or determined by the Committee at the time of grant, or if no rights of the Participant are reduced, thereafter, if a Participant’s Termination of Service (i) is for Cause or (ii) is a voluntary Termination of Service (as provided in Section 6.8(c)) after the occurrence of an event that would be grounds for a Termination of Service for Cause, all Stock Options and Stock Appreciation Rights, whether vested or not vested, that are held by such Participant shall thereupon immediately terminate and expire as of the date of such Termination of Service.
Whenever a compromise or arrangement is proposed between(e) Unvested Stock Options and Stock Appreciation Rights. Unless otherwise provided in the Corporation and its creditorsapplicable Award Agreement or any classapplicable Service Agreement or determined by the Committee at the time of themgrant or, if no rights of the Participant are reduced, thereafter, Stock Options and Stock Appreciation Rights that are not vested as of the date of a Participant’s Termination of Service for any reason shall terminate and expire as of the date of such Termination of Service.
(f) Incentive Stock Option Limitations. To the extent that the aggregate Fair Market Value (determined as of the time of grant) of the Shares with respect to which Incentive Stock Options are exercisable for the first time by an Eligible Employee during any calendar year under this Plan and/or between the Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary wayother stock option plan of the CorporationCompany or any Subsidiary exceeds $100,000, such Options shall be treated as Non-Qualified Stock Options. In addition, if an Eligible Employee does not remain employed by the Company or any Subsidiary at all times from the time an Incentive Stock Option is granted until three (3) months prior to the date of exercise thereof (or such other period as required by Applicable Law), such Stock Option shall be treated as a Non-Qualified Stock Option. Should any creditor or stockholder thereof or on the applicationprovision of any receiver or receivers appointedthis Plan not be necessary in order for the Corporation underStock Options to qualify as Incentive Stock Options, or should any additional provisions be required, the provisionsCommittee may amend this Plan accordingly, without the necessity of Section 291 of Title 8 ofobtaining the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for the Corporation under the provisions of Section 279 of Title 8 of the Delaware Code, order a meeting of the creditors or class of creditors, and/orapproval of the stockholders of the Company. (g) Modification, Extension and Renewal of Stock Options. The Committee may (i) modify, extend, or classrenew outstanding Stock Options granted under this Plan (provided that the rights of a Participant are not reduced without such Participant’s consent and provided, further that such action does not subject the Stock Options to Section 409A of the Code without the consent of the Participant), and (ii) accept the surrender of outstanding Stock Options (to the extent not theretofore exercised) and authorize the granting of new Stock Options in substitution therefor (to the extent not theretofore exercised). Notwithstanding the foregoing, an outstanding Option may not be modified to reduce the exercise price thereof nor may a new Option at a lower price be substituted for a surrendered Option (other than adjustments or substitutions in accordance with Article IV), unless such action is approved by the stockholders of the Corporation, asCompany. 6.9 Automatic Exercise. The Committee may include a provision in an Award Agreement providing for the case may be, to be summoned in such manner asautomatic exercise of a Non-Qualified Stock Option or Stock Appreciation Right on a cashless basis on the said court directs. If a majority in number representing three-fourths in valuelast day of the creditors or class of creditors, and/or of the stockholders or class of stockholders of the Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of the Corporation as a consequenceterm of such compromiseOption or arrangement,Stock Appreciation Right if the said compromiseParticipant has failed to exercise the Non-Qualified Stock Option or arrangement and the said reorganization shall, if sanctioned by the courtStock Appreciation Right as of such date, with respect to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders,Fair Market Value of the Corporation, asShares underlying the case may be, and alsoNon-Qualified Stock Option or Stock Appreciation Right exceeds the exercise price of such Non-Qualified Stock Option or Stock Appreciation Right on the Corporation. Article 8. FORUMdate of expiration of such Option or Stock Appreciation Right, subject to Section 13.4.
8.1 Exclusive Forum for Adjudication of Disputes.6.10 Dividends. No dividends or Dividend Equivalent Rights shall be granted with respect to Stock Options or Stock Appreciation Rights.
Unless6.11 Other Terms and Conditions. As the Board of DirectorsCommittee shall deem appropriate, Stock Options and Stock Appreciation Rights may be subject to additional terms and conditions or one of its committees otherwise approves, in accordanceother provisions, which shall not be inconsistent with Section 141any of the DGCL,terms of this Plan.Third
ARTICLE VII RESTRICTED STOCK; RESTRICTED STOCK UNITS 7.1 Awards of Restricted Stock and Restricted Stock UnitsFourth Amended. Shares of Restricted Stock and Restated Certificate of IncorporationRestricted Stock Units may be granted alone or in addition to other Awards granted under this Plan. The Committee shall determine the Eligible Individuals to whom, and the bylawstime or times at which, grants of Restricted Stock and/or Restricted Stock Units shall be made, the CorporationBylaws,number of shares of Restricted Stock or Restricted Stock Units to be awarded, the selection of an alternate forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware does not have jurisdiction, the Superior Court of the State of Delaware, or, if the Superior Court of the State of Delaware also does not have jurisdiction, the United States District Court for the District of Delaware) shall,price (if any) to the fullest extent permitted by applicable law, be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim against the Corporation arising pursuant to any provision of the DGCL or this ThirdFourth Amended and Restated Certificate of Incorporation or the bylaws of the CorporationBylaws, (iv) any action to interpret, apply, enforce or determine the validity of this ThirdFourth Amended and Restated Certificate of Incorporation or the bylaws of the CorporationBylaws or (v) any action asserting a claim against the Corporation governedpaid by the internal affairs doctrine (each, a “Covered Proceeding”). UnlessParticipant (subject to Section 7.2), the Corporation consents in writingtime or times within which such Awards may be subject to forfeiture, the selection of an alternative forum, the federal district courts of the United States of America shall be the solevesting schedule and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended, against the Corporation or any director or officer of the Corporation.
8.2 Personal Jurisdiction.
If any action the subject matter of which is a Covered Proceeding is filed in a courtrights to acceleration thereof, and all other than the Court of Chancery of the State of Delaware, or, where permitted in accordance with SectionArticle 8.1 above, the Superior Court of the State of Delaware or the United States District Court for the District of Delaware, (each, a “Foreign Action”) in the name of any person or entity (a “Claiming Party”) without the prior approval of the Board of Directors or one of its committees in the manner described in SectionArticle 8.1 above, such Claiming Party shall be deemed to have consented to (i) the personal jurisdiction of the Court of Chancery of the State of Delaware, or, where applicable, the Superior Court of the State of Delaware and the United States District Court for the District of Delaware, in connection with any action brought in any such courts to enforce SectionArticle 8.1 above (an “Enforcement Action”) and (ii) having service of process made upon such Claiming Party in any such Enforcement Action by service upon such Claiming Party’s counsel in the Foreign Action as agent for such Claiming Party.
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8.3 Noticeterms and Consent.
Any person or entity purchasing or otherwise acquiring any interestconditions of the Awards. The Committee shall determine and set forth in the sharesAward Agreement the terms and conditions for each Award of capital stock of the Corporation shall be deemed to have notice ofRestricted Stock and consentedRestricted Stock Units, subject to the provisions ofconditions and limitations contained in this Article 8 and waivedPlan, including any argument relating to the inconvenience of the forums referenced above in connection with any Covered Proceeding.
Article 9. AMENDMENT OF BYLAWS
In furtherance and not in limitation of the powers conferred by the DGCL, the Board of Directors is expressly authorized and empowered to adopt, amend and repeal the bylaws of the CorporationBylaws by an affirmative vote of at least a majority of the directors then in office. The bylaws of the CorporationBylaws may also be adopted, amendedvesting or repealed upon the affirmative vote of the holders of at least a majority of the outstanding stock entitled to vote thereon, voting together as a single class; provided, however, that no bylaws hereafter adopted by the stockholders shall invalidate any prior act of the directors which would have been valid if such bylaws had not been adopted.
Article 10. RESERVATION OF RIGHT TO AMEND CERTIFICATE OF INCORPORATIONforfeiture conditions.
The Corporation reservesCommittee may condition the grant or vesting of Restricted Stock and Restricted Stock Units upon the attainment of specified Performance Goals or such other factor as the Committee may determine in its sole discretion. 7.2 Awards and Certificates. Restricted Stock and Restricted Stock Units granted under this Plan shall be evidenced by an Award Agreement and subject to the following terms and conditions and shall be in such form and contain such additional terms and conditions not inconsistent with the terms of this Plan, as the Committee shall deem desirable: (a) Restricted Stock. (i) Purchase Price. The purchase price of Restricted Stock shall be fixed by the Committee. The purchase price for shares of Restricted Stock may be zero to the extent permitted by Applicable Law, and, to the extent not so permitted, such purchase price may not be less than par value. (ii) Legend. Each Participant receiving Restricted Stock shall be issued a stock certificate in respect of such shares of Restricted Stock, unless the Committee elects to use another system, such as book entries by the Company’s transfer agent, as evidencing ownership of shares of Restricted Stock. Such certificate shall be registered in the name of such Participant, and shall, in addition to such legends required by Applicable Law, bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Restricted Stock. (iii) Custody. If stock certificates are issued in respect of shares of Restricted Stock, the Committee may require that any stock certificates evidencing such shares be held in custody by the Company until the restrictions thereon shall have lapsed, and that, as a condition of any grant of Restricted Stock, the Participant shall have delivered a duly signed stock power or other instruments of assignment (including a power of attorney), each endorsed in blank with a guarantee of signature if deemed necessary or appropriate by the Company, which would permit transfer to the Company of all or a portion of the shares subject to the Award of Restricted Stock in the event that such Award is forfeited in whole or part. (iv) Rights as a Stockholder. Except as provided in Section 7.3(a) and this Section 7.2(a) or as otherwise determined by the Committee in an Award Agreement, the Participant shall have, with respect to the shares of Restricted Stock, all of the rights of a holder of Shares, including, without limitation, the right at any time,to receive dividends, the right to vote such shares, and, from timesubject to time,and conditioned upon the full vesting of shares of Restricted Stock, the right to amend, alter, change, or repeal any provision contained in thistender such shares; Thirdprovided that the Award Agreement shall specify on what terms and conditions the applicable Participant shall be entitled to dividends payable on the Shares. Any dividends payable with respect to an Award of Restricted Stock shall be payable to the Participant only if, when and to the extent such underlying Award vests. The dividends payable with respect to Awards of Restricted Stock that do not vest shall be forfeited.Fourth (v) AmendedLapse of Restrictions. If and Restated Certificate of Incorporation (including any Preferred Stock certificate of designation), and other provisions authorized bywhen the lawsRestriction Period expires without a prior forfeiture of the State of DelawareRestricted Stock, the certificates for such Shares shall be delivered to the Participant. All legends shall be removed from said certificates at the time in forceof delivery to the Participant, except as otherwise required by Applicable Law or other limitations imposed by the Committee. (b) Restricted Stock Units. (i) Settlement. The Committee may be added or inserted, in the manner now or hereafter prescribed by law; and all rights, preferences, and privilegesprovide that settlement of any nature conferredRestricted Stock Units will occur upon stockholders, directors, or any other persons by and pursuant to this ThirdFourth Amended and Restated Certificate of Incorporation in its present form or as hereafter amendedsoon as reasonably practical after the Restricted Stock Units vest or will instead be deferred, on a mandatory basis or at the Participant’s election, in a manner intended to comply with Section 409A of the Code. (ii) Rights as a Stockholder. A Participant will have no rights of a stockholder with respect to Shares subject to any Restricted Stock Unit unless and until Shares are granteddelivered in settlement of the Restricted Stock Units. (iii) Dividend Equivalent Rights. If the Committee so provides, a grant of Restricted Stock Units may provide a Participant with the right to receive Dividend Equivalent Rights. Dividend Equivalent Rights shall be subject to the rights reserved in this Article 10. Article 11. SEVERABILITY
If any provision or provisions of this ThirdFourth Amendedsame restrictions on transferability and Restated Certificate of Incorporation shall be heldforfeitability as the Restricted Stock Units with respect to be invalid, illegal or unenforceable as appliedwhich the Dividend Equivalent Rights are granted and subject to any circumstance for any reason whatsoever: (i) the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this ThirdFourth Amended and Restated Certificate of Incorporation (including, without limitation, each portion of any paragraph of this ThirdFourth Amended and Restated Certificate of Incorporation containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and (ii) to the fullest extent possible, the provisions of this ThirdFourth Amended and Restated Certificate of Incorporation (including, without limitation, each such portion of any paragraph of this ThirdFourth Amended and Restated Certificate of Incorporation containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to permit the Corporation to protect its directors, officers, employees and agents from personal liability in respect of their good faith service to or for the benefit of the Corporation to the fullest extent permitted by law.
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IN WITNESS WHEREOF, Civitas Resources, Inc. has causedterms and conditions as set forth in the Award Agreement. Any Dividend Equivalent Rights granted with respect to an Award shall be payable to the Participant only if, when and to the extent such underlying Award vests. The Dividend Equivalent Rights granted with respect to Awards that do not vest shall be forfeited.
7.3 Restrictions and Conditions. (a) Restriction Period. (i) The Participant shall not be permitted to transfer shares of Restricted Stock awarded under this Plan or vest in Restricted Stock Units during the period or periods set by the Committee (the “ThirdRestriction Period”) commencing on the date of such Award, as set forth in the applicable Award Agreement and such agreement shall set forth a vesting schedule and any event that would accelerate vesting of the Restricted Stock and/or Restricted Stock Units. Within these limits, based on service, attainment of Performance Goals pursuant to Section 7.3(a)(ii), and/or such other factors or criteria as the Committee may determine in its sole discretion, the Committee may condition the grant or provide for the lapse of such restrictions in installments in whole or in part, or may accelerate the vesting of all or any part of any Award of Restricted Stock or Restricted Stock Units and/or waive the deferral limitations for all or any part of any Award of Restricted Stock or Restricted Stock Units.Fourth (ii) If the grant of shares of Restricted Stock or Restricted Stock Units or the lapse of restrictions or vesting schedule is based on the attainment of Performance Goals, the Committee shall establish the objective Performance Goals and the applicable vesting percentage applicable to each Participant or class of Participants in the applicable Award Agreement prior to the beginning of the applicable fiscal year or at such later date as otherwise determined by the Committee and while the outcome of the Performance Goals are substantially uncertain. Such Performance Goals may incorporate provisions for disregarding (or adjusting for) changes in accounting methods, corporate transactions (including, without limitation, dispositions and acquisitions), and other similar types of events or circumstances. Amended (b) Termination. Unless otherwise provided in the applicable Award Agreement or any applicable Service Agreement or determined by the Committee at grant or, if no rights of the Participant are reduced, thereafter, upon a Participant’s Termination of Service for any reason during the relevant Restriction Period, all Restricted Stock or Restricted Stock Units still subject to restriction will be forfeited in accordance with the terms and Restated Certificateconditions established by the Committee at grant or thereafter. ARTICLE VIII PERFORMANCE AWARDS The Committee may grant a Performance Award to a Participant payable upon the attainment of Incorporationspecific Performance Goals either alone or in addition to other Awards granted under this Plan. The Performance Goals to be executedachieved during the Performance Period and the length of the Performance Period shall be determined by its Presidentthe Committee upon the grant of each Performance Award. The conditions for grant or vesting and Chief Executive OfficerChief Legal Officer and Secretary who hereby certifies that the facts hereinabove stated are trulyother provisions of Performance Awards (including, without limitation, any applicable Performance Goals) need not be the same with respect to each Participant. Performance Awards may be paid in cash, Shares, other property, or any combination thereof, in the sole discretion of the Committee as set forth this Date: [•], 202[•]. CIVITAS RESOURCES, INC.in the applicable Award Agreement. If the Committee so provides, a grant of a Performance Award may provide a Participant with the right to receive dividends or Dividend Equivalent Rights; provided
Name:
Travis L. Counts that any dividends or Dividend Equivalent Rights credited with respect to a Performance Award shall be subject to the same restrictions on transferability and forfeitability to the same extent as the Performance Award and subject to other terms and conditions as set forth in the Award Agreement. Any dividends or Dividend Equivalent Rights granted with respect to an Award shall be payable to the Participant only if, when and to the extent such underlying Award vests. The Dividend Equivalent Rights granted with respect to Awards that do not vest shall be forfeited.
ARTICLE IX OTHER STOCK-BASED AND CASH AWARDS
Title:9.1
Chief Legal OfficerOther Stock-Based Awards. The Committee is authorized to grant to Eligible Individuals Other Stock-Based Awards that are payable in, valued in whole or in part by reference to, or otherwise based on or related to Shares, including but not limited to, Shares awarded purely as a bonus and Secretary
not subject to restrictions or conditions, Shares in payment of the amounts due under an incentive or performance plan sponsored or maintained by the Company, stock equivalent units, and Awards valued by reference to the book value of Shares. Other Stock-Based Awards may be granted either alone or in addition to or in tandem with other Awards granted under this Plan.
| CIVITAS RESOURCES, INC. 2023 Proxy Statement | | | | | | | |
PRELIMINARYSubject to the provisions of this Plan, the Committee shall have authority to determine the Eligible Individuals, to whom, and the time or times at which, such Other Stock-Based Awards shall be made, the number of Shares to be awarded pursuant to such Awards, and all other conditions of the Awards. The Committee may also provide for the grant of Shares under such Awards upon the completion of a specified Performance Period. The Committee may condition the grant or vesting of Other Stock-Based Awards upon the attainment of specified Performance Goals as the Committee may determine, in its sole discretion.
9.2 Terms and Conditions. Other Stock-Based Awards made pursuant to this Article IX shall be evidenced by an Award Agreement and subject to the following terms and conditions and shall be in such form and contain such additional terms and conditions not inconsistent with the terms of this Plan, as the Committee shall deem desirable: (a) Non-Transferability. Subject to the applicable provisions of the Award Agreement and this Plan, Shares subject to Other Stock-Based Awards may not be transferred prior to the date on which the Shares are issued or, if later, the date on which any applicable restriction, performance, or deferral period lapses. (b) Dividends. Unless otherwise determined by the Committee at the time of the grant of an Other Stock-Based Award, subject to the provisions of the Award Agreement and this Plan, the recipient of an Other Stock-Based Award shall not be entitled to receive, currently or on a deferred basis, dividends or Dividend Equivalent Rights in respect of the number of Shares covered by the Other Stock-Based Award. If the Committee does provide that a grant of Other Stock-Based Award provides a Participant with the right to receive dividends or Dividend Equivalent Rights, any such dividends or Dividend Equivalent Rights credited with respect to an Other Stock-Based Award shall be subject to the same restrictions on transferability and forfeitability to the same extent as the Other Stock-Based Award and subject to other terms and conditions as set forth in the Award Agreement. Any dividends or Dividend Equivalent Rights granted with respect to an Award shall be payable to the Participant only if, when and to the extent such underlying Award vests. The Dividend Equivalent Rights granted with respect to Awards that do not vest shall be forfeited. (c) Vesting. Any Other Stock-Based Award and any Shares covered by any such Other Stock-Based Award shall vest or be forfeited to the extent so provided in the Award Agreement, as determined by the Committee, in its sole discretion. (d) Price. Shares under this Article IX may be issued for no cash consideration. Shares purchased pursuant to a purchase right awarded pursuant to an Other Stock-Based Award shall be priced, as determined by the Committee in its sole discretion. 9.3 Cash Awards. The Committee may from time to time grant Cash Awards to Eligible Individuals in such amounts, on such terms and conditions, and for such consideration, including no consideration or such minimum consideration as may be required by Applicable Law, as it shall determine in its sole discretion. Cash Awards may be granted subject to the satisfaction of vesting conditions or may be awarded purely as a bonus and not subject to restrictions or conditions, and if subject to vesting conditions, the Committee may accelerate the vesting of such Awards at any time in its sole discretion. Cash Awards that are awarded purely as a bonus and not subject to restrictions or conditions do not need to be evidenced by an Award Agreement. The grant of a Cash Award shall not require a segregation of any of the Company’s assets for satisfaction of the Company’s payment obligation thereunder. ARTICLE X CHANGE IN CONTROL PROVISIONS 10.1 Treatment of Awards Assumed or Substituted by a Successor Entity. Unless otherwise provided by the Committee in an Award Agreement or provided for in any applicable Service Agreement: (a) In the event of a Change in Control in which the surviving entity (together with its affiliates, the “Surviving Entity”) assumes outstanding Awards or substitutes similar awards under the Surviving Entity’s equity compensation plan for outstanding Awards on the same terms and conditions as the original Awards, such Awards that are assumed or substituted shall not vest solely as a result of the occurrence of the Change in Control. (b) If, within twenty-four (24) months following the date on which such Change in Control occurs, a Participant’s service, consulting relationship or employment with the Surviving Entity is terminated by the Surviving Entity without Cause or the Participant resigns for Good Reason, any outstanding assumed Awards granted prior to such Change in Control or substitute awards granted in connection with such Change in Control shall become immediately vested and exercisable, as applicable. Unless the applicable Award Agreement or applicable Service Agreement specifically provides for different treatment upon the
circumstances described in this Section 10.1(b), Awards that vest based on performance shall be settled at the greater of (i) the target level of performance as set forth in the Award Agreement, and (ii) the actual performance achieved, measured and calculated as of the date of such termination pursuant to a shortened performance period ending on the date of such termination. With regard to each Award, “Good Reason” shall have the meaning set forth in the applicable Award Agreement or the Participant’s applicable Service Agreement, and a Participant shall not be considered to have resigned for Good Reason unless either (A) the Award Agreement governing such Award includes such provision or (B) the Participant is covered by a Service Agreement that includes provisions in which the Participant is permitted to resign for Good Reason. 10.2 Treatment of Awards not Assumed or Substituted. Unless otherwise provided by the Committee in an Award Agreement or provided for in any applicable Service Agreement, upon a Change in Control in which outstanding Awards are not assumed or substitute awards are not granted by the Surviving Entity as provided in Section 10.1 above, any such Awards shall become immediately vested and exercisable, as applicable, and any restrictions then in force will lapse, with performance-based Awards deemed earned at the greater of (a) the target level of performance as set forth in the Award Agreement, and (b) the actual performance achieved, as determined by the Committee immediately prior to the Change in Control in its sole discretion, which determination shall be conclusive and binding. 10.3 Meaning of Assumed or Substituted. For the purposes of this Plan, an Award shall be considered assumed or substituted by the Surviving Entity if following the applicable transaction the Award (a) relates to publicly traded equity securities of (i) the Company or an Affiliate or (ii) the Surviving Entity and (b) confers the right to purchase or receive, for each share of Common Stock subject to the Award immediately prior to the applicable transaction, on substantially the same vesting and other terms and conditions as were applicable to the Award immediately prior to the applicable transaction, the consideration (whether stock, cash or other securities or property) received in the applicable transaction by holders of shares of Common Stock for each share of Common Stock held on the effective date of such transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares of Common Stock); provided, however, that if such consideration received in the applicable transaction is not solely common stock of the successor company or its parent or subsidiary, the Committee may, with the consent of the successor company or its parent or subsidiary, provide that the consideration to be received upon the exercise or vesting of an Award, for each share of Common Stock subject thereto, will be solely common stock of the successor company or its parent or subsidiary substantially equal in fair market value to the per share consideration received by holders of shares of Common Stock in the applicable transaction. The determination of such substantial equality of value of consideration shall be made by the Committee in its sole discretion and its determination shall be conclusive and binding. ARTICLE XI TERMINATION OR AMENDMENT OF PLAN Notwithstanding any other provision of this Plan, the Board or the Committee may at any time, and from time to time, amend, in whole or in part, any or all of the provisions of this Plan (including any amendment deemed necessary to ensure that the Company may comply with any Applicable Law), or suspend or terminate it entirely, retroactively or otherwise; provided, however, that, unless otherwise required by Applicable Law or specifically provided herein, the rights of a Participant with respect to Awards granted prior to such amendment, suspension, or termination may not be materially impaired without the consent of such Participant and, provided, further, that without the approval of the holders of the Shares entitled to vote in accordance with Applicable Law, no amendment may be made that would (a) increase the aggregate number of Shares that may be issued under this Plan (except by operation of Section 4.1); (b) change the classification of individuals eligible to receive Awards under this Plan; (c) reduce the exercise price of any Stock Option or Stock Appreciation Right; (d) grant any new Stock Option, Stock Appreciation Right, or other award in substitution for, or upon the cancellation of, any previously granted Stock Option or Stock Appreciation Right that has the effect of reducing the exercise price thereof; (e) exchange any Stock Option or Stock Appreciation Right for Common Stock, cash, or other consideration when the exercise price per Share under such Stock Option or Stock Appreciation Right exceeds the Fair Market Value of a Share; or (f) take any action that would be considered a “repricing” of a Stock Option or Stock Appreciation Right under the applicable listing standards of the national exchange on which the Common Stock is listed (if any). Notwithstanding anything herein to the contrary, the Board or the Committee may amend this Plan or any Award Agreement at any time without a Participant’s consent to comply with Applicable Law, including Section 409A of the Code. The Committee may amend the terms of any Award theretofore granted, prospectively or retroactively, but, subject to Article IV or as otherwise specifically provided herein, no such amendment or other action by the Committee shall materially impair the rights of any Participant without the Participant’s consent.
ARTICLE XII UNFUNDED STATUS OF PLAN This Plan is intended to constitute an “unfunded” plan for incentive and deferred compensation. With respect to any payment as to which a Participant has a fixed and vested interest but which is not yet made to a Participant by the Company, nothing contained herein shall give any such Participant any right that is greater than those of a general unsecured creditor of the Company. ARTICLE XIII GENERAL PROVISIONS 13.1 Lock-Up; Legend. The Committee may require each person receiving Shares pursuant to a Stock Option or other Award under this Plan to represent to and agree with the Company in writing that the Participant is acquiring the Shares without a view to distribution thereof. The Company may, in connection with registering the offering of any Company securities under the Securities Act, prohibit Participants from, directly or indirectly, selling or otherwise transferring any Shares or other Company securities during any period determined by the underwriter or the Company. In addition to any legend required by this Plan, the certificates for such Shares may include any legend that the Committee deems appropriate to reflect any restrictions on transfer. All certificates for Shares delivered under this Plan shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which the Common Stock is then listed or any national securities exchange system upon whose system the Common Stock is then quoted, and any Applicable Law, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. If the Shares are held in book-entry form, then the book-entry will indicate any restrictions on such Shares. 13.2 Other Plans. Nothing contained in this Plan shall prevent the Board from adopting other or additional compensation arrangements, subject to stockholder approval if such approval is required, and such arrangements may be either generally applicable or applicable only in specific cases. 13.3 No Right to Employment/Directorship/Consultancy. Neither this Plan nor the grant of any Award hereunder shall give any Participant or other employee, Consultant or Non-Employee Director any right with respect to continuance of employment, consultancy or directorship by the Company or any Affiliate, nor shall there be a limitation in any way on the right of the Company or any Affiliate by which an employee is employed or a Consultant or Non-Employee Director is retained to terminate such employment, consultancy, or directorship at any time. 13.4 Withholding of Taxes. A Participant shall be required to pay to the Company or one of its Affiliates, as applicable, or make arrangements satisfactory to the Company regarding the payment of, any income tax, social insurance contribution or other applicable taxes that are required to be withheld in respect of an Award. The Committee may (but is not obligated to), in its sole discretion, permit or require a Participant to satisfy all or any portion of the applicable taxes that are required to be withheld with respect to an Award by (a) the delivery of Shares (which are not subject to any pledge or other security interest) that have been both held by the Participant and vested for at least six (6) months (or such other period as established from time to time by the Committee in order to avoid adverse accounting treatment under applicable accounting standards) having an aggregate Fair Market Value equal to such withholding liability (or portion thereof); (b) having the Company withhold from the Shares otherwise issuable or deliverable to, or that would otherwise be retained by, the Participant upon the grant, exercise, vesting, or settlement of the Award, as applicable, a number of Shares with an aggregate Fair Market Value equal to the amount of such withholding liability; or (c) by any other means specified in the applicable Award Agreement or otherwise determined by the Committee. 13.5 Fractional Shares. No fractional Shares shall be issued or delivered pursuant to this Plan. The Committee shall determine whether cash, additional Awards, or other securities or property shall be used or paid in lieu of fractional Shares or whether any fractional shares should be rounded, forfeited, or otherwise eliminated. 13.6 No Assignment of Benefits. No Award or other benefit payable under this Plan shall, except as otherwise specifically provided in this Plan or under Applicable Law or permitted by the Committee, be transferable in any manner, and any attempt to transfer any such benefit shall be void, and any such benefit shall not in any manner be liable for or subject to the debts, contracts, liabilities, engagements, or torts of any person who shall be entitled to such benefit, nor shall it be subject to attachment or legal process for or against such person. 13.7 Clawbacks. All awards, amounts, or benefits received or outstanding under this Plan will be subject to clawback, cancellation, recoupment, rescission, payback, reduction, or other similar action in accordance with
the Company’s Clawback Policy, Recoupment Policy or similar policies (each as amended from time to time) or any Applicable Law related to such actions. A Participant’s acceptance of an Award will constitute the Participant’s acknowledgement of and consent to the Company’s application, implementation, and enforcement of the Company’s Clawback Policy, Recoupment Policy or similar policies (each as amended from time to time), as applicable, that may apply to the Participant, whether adopted before or after the Effective Date, and any Applicable Law relating to clawback, cancellation, recoupment, rescission, payback, or reduction of compensation, and the Participant’s agreement that the Company may take any actions that may be necessary to effectuate any such policy or Applicable Law, without further consideration or action. 13.8 Listing and Other Conditions. (a) Unless otherwise determined by the Committee, as long as the Common Stock is listed on a national securities exchange or system sponsored by a national securities association, the issuance of Shares pursuant to an Award shall be conditioned upon such Shares being listed on such exchange or system. The Company shall have no obligation to issue such Shares unless and until such Shares are so listed, and the right to exercise any Option or other Award with respect to such Shares shall be suspended until such listing has been effected. (b) If at any time counsel to the Company advises the Company that any sale or delivery of Shares pursuant to an Award is or may in the circumstances be unlawful or result in the imposition of excise taxes on the Company under Applicable Law, the Company shall have no obligation to make such sale or delivery, or to make any application or to effect or to maintain any qualification or registration under the Securities Act or otherwise, with respect to Shares or Awards, and the right to exercise any Option or other Award shall be suspended until, based on the advice of said counsel, such sale or delivery shall be lawful or will not result in the imposition of excise taxes on the Company. (c) Upon termination of any period of suspension under this Section 13.8, any Award affected by such suspension which shall not then have expired or terminated shall be reinstated as to all Shares available before such suspension and as to Shares which would otherwise have become available during the period of such suspension, but no such suspension shall extend the term of any Award. (d) A Participant shall be required to supply the Company with certificates, representations, and information that the Company requests and otherwise cooperate with the Company in obtaining any listing, registration, qualification, exemption, consent, or approval that the Company deems necessary or appropriate. 13.9 Governing Law. This Plan and actions taken in connection herewith shall be governed and construed in accordance with the laws of the State of Delaware, without reference to principles of conflict of laws. 13.10 Construction. Wherever any words are used in this Plan in the masculine gender they shall be construed as though they were also used in the feminine gender in all cases where they would so apply, and wherever words are used herein in the singular form they shall be construed as though they were also used in the plural form in all cases where they would so apply. 13.11 Other Benefits. No Award granted or paid out under this Plan shall be deemed compensation for purposes of computing benefits under any retirement plan of the Company or its Affiliates or affect any benefit or compensation under any other plan now or subsequently in effect under which the availability or amount of benefits is related to the level of compensation. 13.12 Costs. The Company shall bear all expenses associated with administering this Plan, including expenses of issuing Shares pursuant to Awards hereunder. 13.13 No Right to Same Benefits. The provisions of Awards need not be the same with respect to each Participant, and such Awards to individual Participants need not be the same in subsequent years. 13.14 Death/Disability. The Committee may in its discretion require the transferee of a Participant to supply it with written notice of the Participant’s death or Disability and to supply it with a copy of the will (in the case of the Participant’s death) or such other evidence as the Committee deems necessary to establish the validity of the transfer of an Award. The Committee may also require the agreement of the transferee to be bound by all of the terms and conditions of this Plan. 13.15 Section 16(b) of the Exchange Act. It is the intent of the Company that this Plan satisfy, and be interpreted in a manner that satisfies, the applicable requirements of Rule 16b-3 as promulgated under Section 16 of the Exchange Act so that Participants will be entitled to the benefit of Rule 16b-3, or any other rule promulgated under Section 16 of the Exchange Act, and will not be subject to short-swing liability under Section 16 of the Exchange Act. Accordingly, if the operation of any provision of this Plan would conflict with the
intent expressed in this Section 13.15, such provision to the extent possible shall be interpreted and/or deemed amended so as to avoid such conflict. 13.16 Deferral of Awards. The Committee may establish one or more programs under this Plan to permit selected Participants the opportunity to elect to defer receipt of consideration upon exercise of an Award, satisfaction of performance criteria, or other event that absent the election would entitle the Participant to payment or receipt of Shares or other consideration under an Award. The Committee may establish the election procedures, the timing of such elections, the mechanisms for payments of, and accrual of interest or other earnings, if any, on amounts, Shares or other consideration so deferred, and such other terms, conditions, rules, and procedures that the Committee deems advisable for the administration of any such deferral program. 13.17 Section 409A of the Code. This Plan and Awards are intended to comply with or be exempt from the applicable requirements of Section 409A of the Code and shall be limited, construed, and interpreted in accordance with such intent. To the extent that any Award is subject to Section 409A of the Code, it shall be paid in a manner that will comply with Section 409A of the Code. Notwithstanding anything herein to the contrary, any provision in this Plan that is inconsistent with Section 409A of the Code shall be deemed to be amended to comply with or be exempt from Section 409A of the Code and, to the extent such provision cannot be amended to comply therewith or be exempt therefrom, such provision shall be null and void. The Company shall have no liability to a Participant, or any other party, if an Award that is intended to be exempt from, or compliant with, Section 409A of the Code is not so exempt or compliant or for any action taken by the Committee or the Company and, in the event that any amount or benefit under this Plan becomes subject to penalties under Section 409A of the Code, responsibility for payment of such penalties shall rest solely with the affected Participants and not with the Company. Notwithstanding any contrary provision in this Plan or Award Agreement, any payment(s) of “nonqualified deferred compensation” (within the meaning of Section 409A of the Code) that are otherwise required to be made under this Plan to a “specified employee” (as defined under Section 409A of the Code) as a result of such employee’s separation from service (other than a payment that is not subject to Section 409A of the Code) shall be delayed for the first six (6) months following such separation from service (or, if earlier, until the date of death of the specified employee) and shall instead be paid (in a manner set forth in the Award Agreement) upon expiration of such delay period. 13.18 Data Privacy. As a condition of receipt of any Award, each Participant explicitly and unambiguously consents to the collection, use, and transfer, in electronic or other form, of personal data as described in this Section 13.18 by and among, as applicable, the Company and its Affiliates, for the exclusive purpose of implementing, administering, and managing this Plan and Awards and the Participant’s participation in this Plan. In furtherance of such implementation, administration, and management, the Company and its Affiliates may hold certain personal information about a Participant, including, but not limited to, the Participant’s name, home address, telephone number, date of birth, social security or insurance number or other identification number, salary, nationality, job title(s), information regarding any securities of the Company or any of its Affiliates, and details of all Awards (the “Data”). In addition to transferring the Data amongst themselves as necessary for the purpose of implementation, administration, and management of this Plan and Awards and the Participant’s participation in this Plan, the Company and its Affiliates may each transfer the Data to any third parties assisting the Company in the implementation, administration, and management of this Plan and Awards and the Participant’s participation in this Plan. Recipients of the Data may be located in the Participant’s country or elsewhere, and the Participant’s country and any given recipient’s country may have different data privacy laws and protections. By accepting an Award, each Participant authorizes such recipients to receive, possess, use, retain, and transfer the Data, in electronic or other form, for the purposes of assisting the Company in the implementation, administration, and management of this Plan and Awards and the Participant’s participation in this Plan, including any requisite transfer of such Data as may be required to a broker or other third party with whom the Company or the Participant may elect to deposit any shares of Common Stock. The Data related to a Participant will be held only as long as is necessary to implement, administer, and manage this Plan and Awards and the Participant’s participation in this Plan. A Participant may, at any time, view the Data held by the Company with respect to such Participant, request additional information about the storage and processing of the Data with respect to such Participant, recommend any necessary corrections to the Data with respect to the Participant, or refuse or withdraw the consents herein in writing, in any case without cost, by contacting his or her local human resources representative. The Company may cancel the Participant’s eligibility to participate in this Plan, and in the Committee’s discretion, the Participant may forfeit any outstanding Awards if the Participant refuses or withdraws the consents described herein. For more information on the consequences of refusal to consent or withdrawal of consent, Participants may contact their local human resources representative. 13.19 Successor and Assigns. This Plan shall be binding on all successors and permitted assigns of a Participant, including, without limitation, the estate of such Participant and the executor, administrator, or trustee of such estate.
13.20 Severability of Provisions. If any provision of this Plan shall be held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provisions hereof, and this Plan shall be construed and enforced as if such provisions had not been included. 13.21 Headings and Captions; References; Interpretation. The headings and captions herein are provided for reference and convenience only, shall not be considered part of this Plan, and shall not be employed in the construction of this Plan. The words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Plan, shall refer to this Plan as a whole and not to any particular provision of this Plan. All references herein to Sections shall, unless the context requires a different construction, be deemed to be references to the Sections of this Plan. The word “or” as used herein is not exclusive and is deemed to have the meaning “and/or.” All references to “including” shall be construed as meaning “including without limitation.” Unless the context requires otherwise, all references herein to a law, agreement, instrument or other document shall be deemed to refer to such law, agreement, instrument or other document as amended, supplemented, modified and restated from time to time to the extent permitted by the provisions thereof. All references to “dollars” or “$” in this Plan refer to United States dollars. Whenever the context may require, any pronouns used herein shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns and pronouns shall include the plural and vice versa. ARTICLE XIV EFFECTIVE DATE OF PLAN This Plan shall become effective on June 4, 2024, which is the date this Plan is approved by the stockholders of the Company in accordance with the requirements of the laws of the State of Delaware. If this Plan is not approved by the Company’s stockholders, this Plan will not become effective and no Awards will be granted under this Plan and the Prior Plans will continue in full force and effect in accordance with their terms. ARTICLE XV TERM OF PLAN No Award shall be granted pursuant to this Plan on or after the tenth (10th) anniversary of the earlier of the date that this Plan is adopted by the Compensation Committee of the Board or the date of stockholder approval, but Awards granted prior to such tenth (10th) anniversary may extend beyond that date. * * * * *
THIS PROXY CARD SUBJECT TO COMPLETION CIVITASIS VALID ONLY WHEN SIGNED AND DATED.KEEP THIS PORTION FOR YOUR RECORDSDETACH AND RETURN THIS PORTION ONLYTO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) DateSCAN TOVIEW MATERIALS & VOTETo withhold authority to vote for anyindividual nominee(s), mark “For AllExcept” and write the number(s) of thenominee(s) on the line below.0 0 00 0 00 0 00 0 00 0 0 00000638104_1 R1.0.0.6For Withhold For AllAll All ExceptThe Board of Directors recommends you vote FORthe following:1. To elect nine directors named in this proxystatement to our board of directors;Nominees01) Wouter van Kempen 02) Deborah L. Byers 03) Morris R. Clark 04) Carrie M. Fox 05) Carrie L. Hudak06) James M. Trimble 07) Howard A. Willard III 08) Jeffrey E. Wojahn 09) M. Christopher DoyleCIVITAS RESOURCES, INC.C/0 BROADRIDGE CORPORATE ISSUER SOLUTIONS, INC.P OINC.P.O. BOX 1342BRENTWOOD, NY 11717Investor Address Line 1Investor Address Line 2Investor Address Line 3Investor Address Line 4Investor Address Line 5John Sample1234 ANYWHERE STREETANY CITY, ON A1A 1A1 SCAN TOVIEW MATERIALS & VOTE VOTE11717VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode aboveUse the Internet to transmit your voting instructions and for electronic delivery ofinformation. Vote by 11:59 p.m. Eastern Time on May 31, 2023.June 3, 2024. Have your proxy card inhand when you access the web site and follow the instructions to obtain your records andto create an electronic voting instruction form.During The Meeting - Go to www.virtualshareholdermeeting.com/CIVI2023YouCIVI2024You may attend the meeting via the Internet and vote during the meeting. Have theinformation that is printed in the box marked by the arrow available and follow theinstructions.VOTE BY PHONE - 1-800-690-6903Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 p.m.Eastern Time on May 31, 2023.June 3, 2024. Have your proxy card in hand when you call and thenfollow the instructions.VOTE BY MAILMark, sign and date your proxy card and return it in the postage-paid envelope we haveprovided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood,NY 11717. NAMECONTROL #SHARESTHE COMPANY NAME INC. - COMMON 123,456,789,012.12345THE COMPANY NAME INC. - CLASS A 123,456,789,012.12345THE COMPANY NAME INC. - CLASS B 123,456,789,012.12345THE COMPANY NAME INC. - CLASS C 123,456,789,012.12345THE COMPANY NAME INC. - CLASS D 123,456,789,012.12345THE COMPANY NAME INC. - CLASS E 123,456,789,012.12345THE COMPANY NAME INC. - CLASS F 123,456,789,012.12345THE COMPANY NAME INC. - 401 K 123,456,789,012.12345 TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.DETACH AND RETURN THIS PORTION ONLY The11717.The Board of Directors recommends you vote FORthe following:1. To elect nine directors named in this proxystatement to our board of directors; Nominees01) Wouter van Kempen 02) Deborah L. Byers 03) Morris R. Clark 04) M. Christopher Doyle 05) Carrie M. Fox06) Carrie L. Hudak 07) James M. Trimble 08) Howard A. Willard III 09) Jeffrey E. Wojahn For Withhold For AllAll All Except To withhold authority to vote for anyindividual nominee(s), mark “For AllExcept”FORproposals 2, 3 and write the number(s) of the nominee(s) on the line below. The Board of Directors recommends you vote FOR the following proposals:4. For Against Abstain2. To ratify the selection of Deloitte & Touche LLPToucheLLP as the Company'sindependent registered publicCompany's independent registeredpublic accountant for 2023;2024;3. To approve the Civitas Resources, Inc. 2024Long Term Incentive Plan;4. To approve, on an advisory basis, the compensationthecompensation of our namedexecutivenamed executive officers;4.andThe Board of Directors recommends youvote 1 YEAR on proposal 5. 1 year 2 years 3 years Abstain5. To approve amendments to our certificate of incorporation to create aright of stockholders to call a special meeting;5. To approve amendments to our certificate of incorporation to create aright of stockholders to take action by written consent;6. To approvedetermine, on an amendment to our certificate of incorporation to limitthe liability of certain officersadvisory basis, onthe frequency of the Company;7. To approve an amendment to our certificate of incorporation to permitstockholders to fill certain vacanciessay on our board of directors;8. To approve an amendment to our certificate of incorporation to add afederal forum selection provision; 9. To approve the amendment and restatement of our certificate ofincorporation to clarify and modernize our certificate ofincorporation; andNOTE:pay vote.NOTE: To transact such other business as may properlymayproperly come before theAnnual MeetingFor Against Abstain Pleasethe Annual Meeting.Please sign exactly as your name(s) appear(s) hereon. When signing asattorney, executor, administrator, or other fiduciary, please give fulltitle as such. Joint owners should each sign personally. All holders mustsign. If a corporation or partnership, please sign in full corporate orpartnership name by authorized officer. Investor Address Line 1Investor Address Line 2Investor Address Line 3Investor Address Line 4Investor Address Line 5John Sample1234 ANYWHERE STREETANY CITY, ON A1A 1A1 JOB #1 OF21 OF2 PAGESHARESCUSIP #SEQUENCE #THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.KEEP THIS PORTION FOR YOUR RECORDSDETACH AND RETURN THIS PORTION ONLYTO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
Important0000638104_2 R1.0.0.6Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:The Notice and Proxy Statement and Form 10-K are available at www.proxyvote.com CIVITASwww.proxyvote.comCIVITAS RESOURCES, INC.Annual Meeting of StockholdersJune 1, 20234, 2024 12:00 Noon (MDT)The Annual Meeting of Stockholders of the Company to be held June 1, 2023The4, 2024The undersigned hereby appoints Travis L. Counts, Adrian Milton and Marianella Foschi, and each of them with the power to act without the othertheother and withthewith the power of substitution as proxies and attorneys-in-fact, and hereby authorizes them to represent and to vote, as provided on theonthe other side,all of the shares of Civitas Resources, Inc. common stock which the undersigned is entitled to vote, and in their discretion, to votetovote upon suchothersuch other business as may properly come before the Annual Meeting of Stockholders of the Company to be held on June 1, 2023, 4, 2024,or anyadjournmentany adjournment thereof, with all powers which the undersigned would possess if present at the meeting.This proxy card, when properly executed, will be voted in the manner directed herein by the undersigned. If no direction is madebut the card is signed, this proxy will be voted FOR the election of the nominees under Proposal 1, FOR Proposal 2, FOR Proposal3, FOR Proposal 4, and FOR "1 year" on Proposal 5 FOR Proposal 6, FOR Proposal 7, FOR Proposal 8 and FOR Proposal 9 and in the discretion oftheof the proxies with respect to such other business as may properlymayproperly come before the meeting, including concerning any adjournmentofadjournment of the meeting.Continued and to be signed on reverse side
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