Eric Willis

About Eric Willis

Eric M. Willis (age 46) is Senior Vice President, General Counsel and Corporate Secretary of Amplify Energy (since August 2019), after serving as VP & General Counsel from December 2017; he holds a J.D. from the University of Texas School of Law and a B.S. in Chemistry from the U.S. Military Academy . Amplify’s “pay-for-performance” framework links a majority of NEO pay to quantitative metrics and stock performance; 2024 Company TSR index improved to 101.18 (from a $100 base), with GAAP net income of $12.9 million, factors used in the pay-versus-performance disclosure . Willis also appears as the Company contact on transaction notices (e.g., Revolution Resources deal) and executes Company filings, reflecting a direct role in strategic execution and legal governance .

Past Roles

External Roles

Fixed Compensation

Notes:

• Merit Bonus also included 10,258 RSUs (equity portion), counted in “Stock Awards” .

Performance Compensation

Annual Incentive (2024 structure and outcomes)

• The Compensation Committee set 100% quantitative metrics for 2024 (no discretionary weighting), focusing on free cash flow, production (oil and gas), LOE and capex, cash G&A, and ESG safety/spill metrics; targets were set at challenging levels with threshold and maximum ranges .
• Based on 2024 performance, the Committee determined a payout of 99.5% of target and exercised 5.5% upward discretion, resulting in a 105% payout of target for NEOs (reflected in the non‑equity incentive amounts) .

Long-Term Incentives (2024 grants)

• PSUs (50% of LTI value for SVPs) vest on 3-year relative TSR; payout capped at 100% if absolute TSR is negative over the period .
• RSUs (50% of LTI value for SVPs) vest ratably over three years, service-based .
• For Willis in 2024, total stock awards fair value was $746,644, inclusive of the Merit Bonus RSUs (10,258) .

Equity Ownership & Alignment

Insider selling pressure indicators:

• Policy prohibits pledging and hedging, reducing forced-selling/pledge risk .
• No director/officer trading plans for Willis disclosed in the provided excerpts; beneficial ownership reported without pledge disclosures .

Employment Terms

Employment agreement structure

• For a termination without cause or for good reason (Good Leaver), severance equals 2x base salary, pro‑rata current‑year bonus at target, prior‑year bonus if unpaid, and up to 12 months of health benefits at employee rates (lump sum within ~70 days), subject to release and covenants .
• Change-in-control (double-trigger within 18 months): 2x (base + target bonus) plus prior‑year and pro‑rata current‑year bonus, and up to 12 months of health benefits (lump sum within ~70 days), subject to release and covenants; 280G best-net cutback applies .
• Definitions of “cause” and “good reason” align to standard executive triggers (e.g., felony, fraud, material breach; or relocation/reduction/material diminution) .

Potential payments (as of 12/31/2024; $6.00 stock price assumption)

Performance & Track Record

• Pay-versus-performance: Company TSR index (fixed $100) was 101.18 in 2024, 67.46 in 2023, 182.64 in 2022; GAAP net income (loss) was $12.9 million (2024), $392.8 million (2023), and $57.9 million (2022) .
• 2024 achievements impacting bonus decisions included execution of Beta development plan, reduction of sinking fund payments ($7 million/year), monetization of East Texas deep rights, suspense liability reduction ($8.4 million), and ESG improvements (emissions projects, TRIR/spill reductions, sustainability reporting) .

Compensation Structure Analysis

• Shift to fully quantitative annual metrics (100% weighted to hard KPIs) and higher weighting to free cash flow, cost discipline, and oil production in 2024 tightened pay-performance alignment and reduced discretion (apart from a small positive adjustment) .
• LTI puts 50% in PSUs tied to 3-year relative TSR with downside cap if absolute TSR is negative, curbing windfalls in down markets; RSUs vest over three years, supporting retention without over-insulating performance risk .
• No excise tax gross-ups; clawback policy in place; anti-hedging/pledging and robust ownership guidelines underpin alignment and governance quality .

Investment Implications

• Willis’ package is materially performance-linked: 2024 non-equity bonus paid at ~105% of target on Company KPIs while LTI PSUs depend on multi-year relative TSR with a cap if absolute TSR is negative, which moderates upside in weak markets and aligns long-term incentives with shareholder outcomes .
• Retention risk appears contained: meaningful unvested RSUs/PSUs with three-year schedules, ownership guidelines (2x salary for SVPs), and anti-pledging/hedging policy reduce near-term selling pressure and promote continuity in a legally intensive operating environment (e.g., Beta) .
• Change-in-control economics are standard (double-trigger; 2x base+bonus), limiting overhang from single-trigger acceleration and avoiding tax gross-ups; however, accelerated equity in a CIC could be dilutive if transaction occurs at favorable values .
• Governance and execution: Willis’ direct involvement in transactions and filings suggests high leverage over legal-risk mitigation and deal execution—key value levers for AMPY given regulatory and litigation sensitivities around offshore operations .