James Frew
Amplify EnergyAbout James Frew
James Frew is President and Chief Financial Officer of Amplify Energy, appointed July 22, 2025; he previously served as Senior Vice President & CFO since April 17, 2023. He is age 48, holds a B.A. in Economics and Political Science from Williams College, and has prior leadership roles at Sentinel Petroleum (partner), Riviera Resources (EVP & CFO), Linn Energy (marketing/midstream VP and corporate strategy), J.M. Huber (Natural Resources), and The Parthenon Group (consulting) . Company pay-versus-performance disclosures show Amplify’s TSR value of a $100 investment at $67.46 (2023) and $101.18 (2024), alongside GAAP net income of $392,750k (2023) and $12,946k (2024), framing the performance context during his tenure .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Sentinel Petroleum | Partner | Mar 2022 – Apr 2023 | Not disclosed |
| Riviera Resources, Inc. | EVP & CFO | Aug 2018 – Oct 2020 | Not disclosed |
| Linn Energy | VP Marketing & Midstream; Director BD/Strategy/Planning | May 2011 – Aug 2018 | Not disclosed |
| J.M. Huber Corporation | Natural Resources division roles | Aug 2002 – May 2011 | Not disclosed |
| The Parthenon Group | Management Consultant | Early career (years not specified) | Not disclosed |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Public company boards | None disclosed | — | — |
Fixed Compensation
| Period | Base salary ($) | Target bonus (%) | Notes |
|---|---|---|---|
| Effective Apr 17, 2023 | 364,000 | 70% | Initial employment agreement |
| Effective Jul 22, 2025 | 430,990 | 90% | Upon appointment as President & CFO |
| Special retention bonus (2025) | 450,000 | — | Vests on earlier of Qualifying Termination or Jul 22, 2027; forfeited otherwise |
Performance Compensation
Annual Incentive Program – Metrics and Outcomes (2023 design)
| Metric | Weight | Threshold | Target | Max | Actual (weighted contribution) |
|---|---|---|---|---|---|
| Average daily production (Mboe/d) | 15% | 17.5 | 21.0 | 24.5 | 13.8% |
| Leverage (Net Debt/EBITDA) | 15% | 1.6x | 1.3x | 1.0x | 22.0% |
| Reported free cash flow ($MM) | 15% | $30.0 | $46.7 | $57.0 | 11.1% |
| LOE and Capex ($MM) | 10% | $205.0 | $180.0 | $155.0 | 11.6% |
| Cash G&A ($MM) | 10% | $30.0 | $27.0 | $24.0 | 11.0% |
| ESG – Injuries (3yr avg) | 5% | 2.0 | 1.5 | 1.0 | 0.0% |
| ESG – Spill rate (3yr avg) | 5% | 32.8 | 24.6 | 16.4 | 5.9% |
| ESG – Discretion | 5% | — | — | — | 4.6% |
| Committee discretion | 20% | — | — | — | 20.0% |
| Year | Discretionary bonus ($) | Non-equity incentive ($) | Stock awards ($) | Total ($) |
|---|---|---|---|---|
| 2023 (Frew) | 62,681 | 192,119 | 985,940 | 1,507,860 |
Annual Incentive Program – Metrics and Outcomes (2024 design)
100% quantitative weighting; discretionary components eliminated .
| Metric | Weight | Threshold | Target | Max | Actual (weighted contribution) |
|---|---|---|---|---|---|
| Reported FCF ($MM) | 30% | $10.0 | $24.3 | $38.6 | 31.3% |
| Avg daily production (oil, Mboe/d) | 20% | 6.8 | 8.5 | 10.2 | 19.1% |
| Avg daily production (gas/NGL, Mboe/d) | 5% | 9.2 | 11.5 | 13.7 | 4.7% |
| LOE and Capex ($MM) | 20% | $220.0 | $196.0 | $172.0 | 14.9% |
| Cash G&A ($MM) | 10% | $30.0 | $27.0 | $24.0 | 10.2% |
| ESG – TRIR (3yr avg) | 5% | 1.9 | 1.1 | 0.3 | 7.2% |
| ESG – Spill rate (3yr avg) | 5% | 33.0 | 22.0 | 11.0 | 7.1% |
| ESG – Strategy (%) | 5% | — | 5% | — | 5.0% |
Long-Term Equity Awards
| Year | Award type | Grant date | Shares/Units | Grant-date fair value ($) | Vesting terms |
|---|---|---|---|---|---|
| 2023 | RSUs | 4/17/2023 | 55,829 | Included in 2023 stock awards $985,940 | 1/3 each on first 3 anniversaries of grant date |
| 2023 | PSUs | 4/17/2023 | 55,829 (at target) | Included in 2023 stock awards $985,940 | Cliff vest after 3-year performance period, subject to goals and service |
| 2024 | RSUs + PSUs (Contingent Awards) | 2024 plan | 89,610 units (target) | $546,000 | RSUs service-based; PSUs performance-based; PSUs max 134,415 |
The 2023 PSU fair value at maximum performance (for disclosure sensitivity) was $1,243,870 for Mr. Frew .
Upcoming vesting cadence (selling pressure watch)
| Grant | RSU tranche dates | Estimated tranche size | PSU vesting |
|---|---|---|---|
| 4/17/2023 RSUs | 4/17/2024; 4/17/2025; 4/17/2026 | ~18,610 shares per tranche (55,829 / 3) | — |
| 4/17/2023 PSUs | — | — | Settles after 3-year performance period ending around 2026 (subject to certification and performance multiplier) |
Equity plan info shows no options outstanding; awards are RSUs/PSUs (weighted-average exercise price N/A) .
Equity Ownership & Alignment
| Holder | Shares beneficially owned | % of outstanding |
|---|---|---|
| James Frew | 20,300 | * (immaterial per table) |
- Outstanding awards at FY2023: Unvested RSUs 55,829; Unearned PSUs 55,829 (market/payout values at $5.93 per share) .
- Company prohibits hedging and maintains an anti-pledging policy; a clawback policy is in place .
- Equity ownership guidelines exist at company level; specific multiples not disclosed in cited sections .
Employment Terms
| Provision | Key terms |
|---|---|
| Employment agreements | Effective Nov 1, 2023 for NEOs; non-compete, non-solicit during employment and 12 months after; confidentiality and inventions assignment |
| Good Leaver (non-CIC) | Prior year bonus; pro rata target bonus; cash severance = 2x base salary (lump sum within 70 days); up to 12 months health benefits at employee rate (COBRA eligibility) |
| Death/Disability | Prior year bonus; pro rata bonus |
| CIC (within 18 months) | Prior year bonus; pro rata bonus; cash severance = 2x (base salary + target bonus) (lump sum within 70 days); up to 12 months health benefits |
| 280G treatment | “Best-net” cutback (automatic reduction of parachute payments if results in greater after-tax benefits) |
| Single vs double trigger | No single-trigger CIC benefits per program design |
| 2023 original agreement terms | Initial base salary $364,000; 70% target bonus; long-term RSU+PSU grant ≈200% of base; cause/good reason definitions and severance mechanics (1x base <1yr; 2x base ≥1yr under original) |
| 2025 transition comp | Base $430,990; target bonus 90%; special $450,000 bonus vesting on earlier of Qualifying Termination or Jul 22, 2027 |
Severance sensitivity (using 12/31/2023 stock price $5.93):
| Scenario (12/31/2023) | Cash severance ($) | Accelerated equity ($) | Health benefits ($) | Total ($) |
|---|---|---|---|---|
| Involuntary termination (non-CIC) | 982,800 | 405,007 | 29,996 | 1,417,803 |
| Death/Disability | 254,800 | — | — | 254,800 |
| Involuntary termination in connection with CIC | 1,237,600 | 662,132 | 29,996 | 1,929,728 |
Compensation Peer Group (for benchmarking)
| Peer companies (2023 pay decisions) |
|---|
| Battalion Oil; Berry Corporation; Gran Tierra Energy; Ranger Oil; Riley Exploration Permian; Ring Energy; SandRidge Energy; SilverBow Resources; VAALCO Energy; W&T Offshore |
Independent comp consultant: Meridian Compensation Partners, LLC .
Program design highlights: majority at-risk, capped payouts, negative TSR PSU cap, clawback, anti-hedging/anti-pledging; no excise tax gross-ups; no single-trigger CIC .
Performance & Track Record Context
| Year | TSR – value of $100 investment ($) | Net income (GAAP, $000s) |
|---|---|---|
| 2022 | 182.64 | 57,875 |
| 2023 | 67.46 | 392,750 |
| 2024 | 101.18 | 12,946 |
- Executive officer biographies affirm Frew’s leadership tenure and prior CFO experience; he was appointed President & CFO effective July 22, 2025 .
- No related-party transactions with Frew under Item 404(a) were disclosed at appointment .
Investment Implications
- Pay-for-performance alignment has strengthened: 2024 bonus design moved to 100% quantitative metrics, emphasizing FCF, production, LOE/Capex, and cash G&A; ESG remains but discretions removed—reduces outcome subjectivity and ties payouts to financial/operational execution .
- Near-term selling pressure risk: RSU tranches from 2023 grants vest annually on April 17, 2024/2025/2026 (~18.6k shares per tranche), and 2023 PSUs cliff-vest after the 3-year performance period—vesting events can create liquidity overhangs; monitor Section 16 filings around those dates .
- Retention strengthened but with cost: 2025 promotion increased base and target bonus and added a $450k special bonus that vests by July 22, 2027 or upon Qualifying Termination, improving stickiness through mid-2027 .
- Downside protections are shareholder-sensitive: CIC severance is double-trigger and subject to “best-net” 280G cutback; hedging/pledging prohibited; clawback policy in place—mitigates headline risk and payout inflation .
- Benchmarking vs small-cap E&Ps via Meridian and a defined peer set suggests pay levels are calibrated to sector realities; however, equity-heavy mix means realized pay will track stock price, magnifying incentives to deliver plan FCF and LOE/Capex targets .