Walter Mayer
About Walter Mayer
Walter R. Mayer is Senior Vice President, General Counsel and Corporate Secretary of Battalion Oil Corporation; he has served as Senior Vice President, General Counsel since January 2023 and previously as Vice President, Legal since 2013. He earned his law degree from the University of Virginia School of Law, is board certified in oil, gas and mineral law by the Texas Board of Legal Specialization, and was recognized as a “Texas Rising Star” in Texas Monthly . As of December 2023, he was 47 years old and has been an executive officer since February 2013 . Company performance during 2022–2024 included a decline in total operating revenues and net income in 2024, and TSR deterioration in 2024, relevant for pay-for-performance alignment assessments .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Battalion Oil Corporation | Senior Vice President, General Counsel & Corporate Secretary | Since Jan 2023 | Senior legal leadership for governance, contracts, and regulatory matters |
| Battalion Oil Corporation | Vice President, Legal | 2013–2022 | Led legal function across commercial, corporate and litigation interfaces |
| Petrohawk Energy Corporation | Associate General Counsel | Starting 2010 | Upstream E&P legal advisory experience |
| Vinson & Elkins LLP | Litigation (commercial energy) | Prior to 2010 | Energy-focused litigation expertise |
External Roles
No public company board roles disclosed for Mayer .
Performance & Track Record
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Total Operating Revenues ($USD Thousands) | $359,064 | $220,762 | $193,893 |
| Net Income ($USD Thousands) | $18,539 | $(3,048) | $(31,882) |
| TSR – Value of Initial $100 Investment | $116.99 | $115.78 | $20.72 |
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Base Salary | $275,000 | $284,350 |
| Bonus (Annual Cash Incentive) | $179,688 | $231,263 |
| All Other Compensation (401k match + LTD premium) | $23,607 | $24,107 |
| Total Reported Compensation | $478,295 | $521,720 |
| Retention & Incentive Plan (R&I) – 2025 | Amount | Timing/Notes |
|---|---|---|
| Retention Bonus – First Payment | $75,000 | Paid early March 2025; subject to continued employment |
| Retention Bonus – Second Payment | $75,000 | Payable at Dec 31, 2026; subject to continued employment (clawback if departure without good reason or for cause) |
| 2025 Bonus Prepayment | $106,622 | Payable after Q2 2025; subject to continued employment to Dec 31, 2025 (clawback if departure without good reason or for cause) |
| Base Pool % Share | 11.25% | Allocation under Plan |
| NIV Pool % Share | 6.5% | Allocation under Plan |
Policy context: Annual incentive opportunities for named executives were set at 100% of base salary for minimum targets up to 200% for stretch targets; committee retained discretion and could alter metrics/targets as circumstances warranted .
Performance Compensation
| Incentive Type | Metric | Target | Actual/Payout | Vesting/Settlement |
|---|---|---|---|---|
| Performance Units (PSUs) | Relative TSR vs peer group | TSR threshold over performance period | Not achieved; awards did not vest; awards terminated | Scheduled to vest Feb 20, 2024; terminated thereafter |
| Base RSUs | Service-based | As per award agreement | Base RSU shares settled and paid in cash at vesting | Scheduled vesting date March 2025; settled in cash at share price on vest date |
| Merger Incentive Plan – EGUs | Change-of-control value-share pool (up to 229,022 EGUs across participants) | Closing of change-of-control by Dec 31, 2025 | EGUs would vest and be paid cash (or equity at Company election) upon Closing; awards later rescinded | Awarded Sep 19, 2024; Mayer allocated 18,322 EGUs (~8% of pool); rescinded under R&I Plan on Mar 4, 2025 |
Equity Ownership & Alignment
| Ownership & Awards | 2023 | 2024 |
|---|---|---|
| Beneficial Shares Owned | 24,874 (<1%) | 7,165 (<1%) |
| Options – Exercisable (count) | 4,427 (at $18.91) | 8,855 (at $18.91) |
| Options – Unexercisable (count) | 4,428 (at $18.91) | — |
| Additional Option Strikes | 4,427 (at $28.23); 4,427 (at $37.83) | 8,855 (at $28.23); 8,855 (at $37.83) |
| RSUs – Unvested | 13,283; market value $128,978 at $9.71 (12/30/2022) | 8,855; market value $15,231 at $1.72 (12/31/2024) |
| PSUs – Unvested | 17,709 maximum units (did not vest) | Terminated (no vesting achieved) |
| Pledging/Hedging | Not disclosed | Not disclosed |
Savings Plan: 401(k) match of 100% of employee contributions up to 10% of compensation; plan does not permit direct investment in Company stock . Mayer received $23,000 employer match and $1,107 LTD premium in 2024 .
Employment Terms
- Employment Agreement: Auto-renews annually unless either party provides 30 days’ notice prior to term expiration; agreements in place for Rohling and Mayer .
- Post-termination covenants: Confidentiality and non-solicitation of employees/consultants for one year following termination; non-compete specifically noted for Rohling (6 months), not for Mayer .
- Retention & Incentive Plan (Mar 4, 2025): Implemented retention bonuses and 2025 bonus prepayment; participants waived/cancelled EGUs from 2024 Merger Incentive Plan .
- Share repurchase directive: Board directed exploring repurchase of RSU-derived common shares from participants at $3.00 per share (50% near-term; 50% around Dec 31, 2026), subject to continued employment; management had not taken substantive steps to implement as of Mar 7, 2025 .
- Retirement Benefits: No defined benefit pension; senior management participates in 401(k) Savings Plan with matching as noted above .
Severance and Change-of-Control Economics (2025 Proxy)
| Scenario | Severance Payment | Vesting of RSUs | 2025 Bonus & Retention | Change-of-Control Bonus | Other Benefits | Total |
|---|---|---|---|---|---|---|
| Without Cause/For Good Reason | $284,350 | — | $181,631 | — | $23,692 | $489,673 |
| Following Change of Control | $284,350 | $15,231 | $181,631 | $450,000 | $23,692 | $954,904 |
Notes: RSU values computed at $1.72/share (12/31/2024); other benefits include COBRA and $2,000 outplacement .
Severance and Change-of-Control Economics (2024 Proxy – Merger Incentive Plan context)
| Scenario | Severance Payment | Early Vesting of Options/PSUs | Merger Incentive EGUs | Change-of-Control Bonus | Other Benefits | Total |
|---|---|---|---|---|---|---|
| Without Cause/For Good Reason | $401,644 | — | — | — | $21,164 | $422,808 |
| Following Change of Control | $401,644 | $77,483 | $128,252 | $400,000 | $21,164 | $1,028,543 |
Notes: Valuations used $7.00/share consideration; PSUs/options only vest if TSR thresholds achieved; RSUs for business combination goals assumed to vest in full upon CoC . EGUs later cancelled under the Mar 4, 2025 R&I Plan .
Compensation Committee Analysis
- Committee composition: Comprised entirely of independent directors under NYSE American rules; charter available on Company website .
- Consultant usage: Committee did not engage an independent compensation consultant for 2024; relied on prior benchmarks/advice .
- Program design: Committee retains discretion and can alter metrics/targets; annual incentives are not strictly formulaic .
Governance and Disclosures Relevant to Mayer
- Executive officer listing confirms Mayer’s role, age, and tenure as senior management .
- 8-K signatures indicate active corporate officer responsibilities (e.g., signed April 3, 2023 8-K as SVP & General Counsel) .
- Merger Incentive Plan adopted Sep 19, 2024 with EGUs allocation to Mayer (18,322 units, ≈8% of pool); change-of-control cash settlement construct defined; superseded by R&I Plan in Mar 2025 .
Investment Implications
- Alignment and risk: Mayer’s beneficial ownership is small (<1%), with options largely struck far above recent year-end price ($18.91/$28.23/$37.83 vs $1.72 at 12/31/2024), reducing near-term insider selling pressure from options; base RSU value at year-end was modest ($15,231), and PSUs were terminated after failing TSR thresholds, indicating limited realized equity incentives absent corporate value creation .
- Retention emphasis: The 2025 R&I Plan introduces cash-based retention and bonus prepayment, with clawback conditions tied to continued employment, signaling priority on near-term retention amid strategic uncertainty (merger termination in Dec 2024) [21:—] .
- Change-of-control economics: Under both 2024 and 2025 frameworks, Mayer’s potential CoC payout is materially enhanced by discretionary CoC bonuses and accelerated vesting mechanisms (EGUs in 2024; RSU values/retention in 2025), which may reduce resistance to strategic transactions but also raise shareholder scrutiny on pay-for-transaction incentives .
- Performance-pay sensitivity: With TSR collapsing in 2024 and revenues/net income weakening, performance-contingent awards did not vest (PSUs), demonstrating some pay-for-performance sensitivity; however, the committee’s broad discretion and shift toward retention cash could dilute pure performance linkage if prolonged .