Danielle Hunter
Berry Corp (bry)About Danielle Hunter
Danielle Hunter, 42, is President of Berry Corporation (bry) and has served in this role since January 2023 after joining Berry in January 2020 as Executive Vice President, General Counsel and Corporate Secretary . She is a lawyer by training (Tulane University Law School, magna cum laude) and previously held senior legal and risk roles at C&J Energy Services (now part of Patterson-UTI), bringing a track record of aligning strategy, governance, and risk to shareholder returns . Company performance during her tenure includes 2023 results of Adjusted EBITDA $268 million, cash flow from operations $199 million, and Adjusted Free Cash Flow $97 million, alongside dividends and buybacks; however, long-term PSU awards for the 2022–2024 cycle paid out at 0% (both TSR and CROIC components), indicating challenging three-year shareholder return and capital efficiency outcomes over that window .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Berry Corporation (bry) | EVP, General Counsel & Corporate Secretary | 2020–2022 | Led legal, risk, and governance through leadership transition and cost realignment ahead of 2023 succession . |
| C&J Energy Services (now part of PTEN) | EVP, General Counsel, Corporate Secretary, Chief Risk & Compliance Officer | 2011–2019 | Guided IPO, acquisitions, Chapter 11 restructuring, and two public company mergers; broad strategic counsel to management/board . |
| Vinson & Elkins LLP | Corporate Attorney | 2007–2011 | Capital markets, M&A, financial reporting, governance for public/private companies and banks . |
| U.S. District Court, W.D. La. | Judicial Law Clerk (Judge Tucker Melancon) | 2006–2007 | Federal litigation training and analytical rigor . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| KLX Energy Services (NASDAQ: KLXE) | Director; Chair, Compensation Committee; Member, Nominating & Governance Committee | Current | U.S. onshore oilfield services; governance and compensation leadership . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 475,000 | 475,000 |
| Target Bonus % of Salary | 100% | 100% |
| Target Bonus ($) | 475,000 | 475,000 |
| Actual STIP Paid ($) | 505,875 | 487,825 |
| 2024 STIP Total Payout (% of Target) | — | 102.7% |
Performance Compensation
Short-Term Incentive Plan (STIP) Structure and Outcomes
- 2024 STIP weightings: 80% Organizational (Financial & Operational), 10% HSE, 10% Individual .
- 2023 STIP weightings: 75% Financial & Operational, 10% ESG, 15% Individual .
2024 STIP metrics and attainment:
| Measure | Unit | Weight | Threshold | Target | Max | Actual | Unweighted Payout | Weighted Payout |
|---|---|---|---|---|---|---|---|---|
| Adjusted EBITDA | $MM | 30% | 197 | 282 | 423 | 292 | 107% | 32.1% |
| Adjusted Free Cash Flow | $MM | 30% | 38 | 54 | 81 | 56 | 109% | 32.7% |
| Adjusted G&A | $MM | 10% | 63.0 | 60.6 | 57.6 | 63.9 | 0% | 0.0% |
| Total Operating Expense | $/boe | 10% | 29.11 | 26.46 | 23.82 | 26.07 | 115% | 11.5% |
| TRIR | Ratio | 3.3% | 1.0 | 0.6 | 0.5 | 0.64 | 95% | 3.2% |
| MVIR | Ratio | 3.3% | 1.0 | 0.7 | 0.4 | 0.00 | 200% | 6.7% |
| Spill Value Lost | $MM | 3.3% | 490 | 390 | 290 | 36 | 200% | 6.7% |
| Individual Goals | — | 10% | — | — | — | — | 10.0% | 10.0% |
2023 STIP metrics snapshot:
| Measure | Unit | Threshold | Target | Max | Actual | Percent of Target Earned |
|---|---|---|---|---|---|---|
| Adjusted EBITDA | $MM | 199 | 285 | 427 | 268 | 90% |
| Adjusted Free Cash Flow | $MM | 64 | 92 | 137 | 99 | 116% |
| Adjusted G&A | $MM | 71.0 | 68.3 | 64.9 | 67.0 | 131% |
| E&P Field Ops – Non-Energy | $/boe | 19.43 | 17.66 | 15.89 | 18.06 | 89% |
| TRIR (ESG) | Ratio | 1.0 | 0.6 | 0.5 | 0.22 | 200% |
Long-Term Incentive (LTIP) Structure and Grants
- LTIP comprised 40% RSUs (time-based, vest 1/3 annually over 3 years) and 60% PSUs (performance-based, cliff vest at 3 years) since IPO .
- 2024 grant (effective 3/1/2024) to Danielle Hunter: $1,350,000 grant-date value; RSUs 40%, PSUs 60% .
- 2024 PSU metrics: 50% Absolute TSR (0–200% payout), 50% Relative TSR vs Vanguard Energy ETF E&P peers + S&P 600 Value (0–200%), performance period 1/1/2024–12/31/2026; vest on 3/1/2027 .
- 2023 PSUs: 50% Absolute TSR, 50% average CROIC; vest 2/19/2026; performance 1/1/2023–12/31/2025 .
- 2022 PSUs (performance ended 2024): both TSR and CROIC components paid 0% (no shares delivered) .
Outstanding equity (12/31/2024):
| Award Type | Grant Date | Unvested Units (#) | Market Value ($) |
|---|---|---|---|
| RSUs | 03/01/2024 | 75,630 | 312,352 |
| PSUs (2024 cycle) | 03/01/2024 | 28,362 | 117,135 |
| RSUs | 02/19/2023 | 40,359 | 166,683 |
| PSUs (2023 cycle) | 02/19/2023 | 34,053 | 140,639 |
| RSUs | 02/19/2022 | 19,101 | 78,887 |
| PSUs (2022 cycle) | 03/01/2022 | 57,375 | 236,959 |
Additional vesting/realization context:
- No stock options outstanding for any NEOs; equity delivered via RSUs/PSUs only .
- 2023 realized vesting: 237,803 shares vested for Hunter, value realized $1,966,922 (RSUs+PSUs) .
- RSU vest cadence: equal tranches on each of the first three anniversaries of grant (e.g., 2023 RSUs final vest 2/19/2026; 2024 RSUs vest on 3/1/2025, 3/1/2026, 3/1/2027) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (3/24/2025) | 351,733 shares; <1% of outstanding . |
| Stock Ownership Guidelines | Executives (non-CEO): 3x base salary; 5-year compliance window; NEOs compliant or on track; sales of LTIP stock restricted until compliant . |
| Hedging/Pledging | Prohibited: hedging, short sales, derivative transactions, margin accounts, and pledging company stock . |
| Insider Trading Controls | Insider Trading Policy and Corporate Transactions Policy filed as 10-K exhibits (2024) . |
Employment Terms
| Term | Danielle Hunter |
|---|---|
| Base Salary (original agreement) | $475,000 . |
| STIP Target Opportunity | 100% of base salary . |
| LTIP Target Value | 284% of base salary (contemplated grant-date value) . |
| Severance (Non-CIC) | 2x (base + STIP target) paid over 24 months; prior-year earned STIP and prorated current-year STIP; up to 18 months COBRA reimbursement; release required . |
| Change-in-Control | Double-trigger: 3x (base + STIP target) if terminated without Cause or for Good Reason within 12 months post “Sale of the Company”; up to 18 months COBRA reimbursement plus potential additional COBRA-value payment at 18 months . |
| Good Reason/Cause | Good Reason includes material pay cut, relocation >30 miles, material breach, failure to assume by successor, material diminution; Cause includes repeated failure, felony/moral turpitude, gross negligence/misconduct, restrictive covenant breach, dishonesty, policy/code breach (with cure where applicable) . |
| Restrictive Covenants | Confidentiality and related covenants in Employment Agreement . |
| Clawback | Amended July 26, 2023 to comply with SEC/Nasdaq; 36-month lookback for restatements . |
| Other Benefits | 401(k) match (100% of first 6%); California tax reimbursement for non-CA residents on CA-taxed compensation . |
Merger-Related Economics (CRC Transaction)
- Retention Agreement (single-trigger at closing): $950,000 for Danielle Hunter (contingent on continued service through closing and release) .
- Estimated CIC severance if terminated in connection with merger (assumptions per filing): Cash $5,110,162; Equity $1,943,851; Benefits $56,795; Total $7,110,808 .
- Treatment of outstanding Non-Single Trigger PSUs at target: Estimated value $874,565; would convert into CRC awards using exchange ratio methodology .
- She signed the Agreement and Plan of Merger as President of Berry .
Performance & Track Record
| Indicator | Observation |
|---|---|
| 2023 Operating/Financial | Adjusted EBITDA $268M; CFO $199M; Adjusted FCF $97M; dividends and buybacks executed; top-end production vs guidance; adjusted G&A reduced YoY . |
| 2024 STIP Outcome | Total payout ~103% of target; strong FCF and cost discipline outweighed miss on Adjusted G&A metric . |
| Long-Term PSUs | 2022–2024 PSU cycle paid 0% (TSR and CROIC below thresholds), signaling multi-year shareholder return/capital efficiency underperformance across that window; PSUs for 2023–2025 and 2024–2026 remain outstanding . |
Compensation Structure Analysis
- Mix and risk: Majority at-risk pay; annual STIP is 100% performance-based, and 60% of LTIP is performance-conditioned PSUs; no options outstanding (less upside convexity; more linear equity exposure via RSUs/PSUs) .
- Metric rigor: STIP uses multiple financial levers (EBITDA, FCF, G&A, Opex/boe) and HSE; 2024 included strict hurdle for Adjusted G&A (earned 0% on that metric) indicating willingness to withhold payout when goals missed .
- Governance: Robust anti-hedging/pledging, clawback, ownership guidelines; double-trigger CIC; no option repricing .
- Tax/perks: Limited perquisites; includes 401(k) match and California tax reimbursements for non-CA residents (appears in All Other Compensation) .
Equity Ownership & Alignment Details
| Component | 12/31/2023 | 12/31/2024 |
|---|---|---|
| Unvested RSUs (count) | 98,760 (2021–2023 grants) | 135,090 (2022–2024 grants) |
| Unvested PSUs (count) | 391,017 (maximum/threshold disclosures by cycle; see note) | 119,790 (threshold/target mix per cycle; see note) |
| Ownership (shares) | — | 351,733 beneficially owned as of 3/24/2025 (<1%) |
Note: 2023 table reflects maximum potential for certain PSU cycles as required by SEC; 2024 table reflects threshold or target potential per disclosure; see footnotes in cited tables for payout scaling .
Employment Terms – Severance and CIC Multiples
| Scenario | Cash Multiple | Health Benefits | Other |
|---|---|---|---|
| Termination without Cause / Good Reason (non-CIC) | 2x (base + STIP target), paid over 24 months | Up to 18 months COBRA reimbursement | Earned/prorated STIP; release required . |
| Double-Trigger within 12 months post-CIC | 3x (base + STIP target) | Up to 18 months COBRA reimbursement; possible additional COBRA-value payment | Release required . |
Investment Implications
- Alignment and retention: High at-risk mix (100% STIP; 60% PSUs) with strong governance (ownership guidelines, hedging/pledging ban, clawback) indicates alignment with long-term shareholder interests and reduces misaligned risk-taking; however, the 0% PSU payout for 2022–2024 may dampen realized long-term equity, modestly elevating retention risk absent future performance improvements or retention actions (noting a $950k single-trigger retention bonus in merger context) .
- Near-term supply/vesting cadence: Upcoming equity events include 2023 RSU and PSU vesting/settlement around February 19, 2026 (subject to performance for PSUs), and 2024 RSU tranches on March 1, 2026 and March 1, 2027; 2024 PSUs cliff vest March 1, 2027, subject to Absolute and Relative TSR performance (0–200%) .
- CIC economics: In the CRC merger, Hunter’s estimated CIC package totals ~$7.1M under specified assumptions, and she also has a $950k retention bonus payable at closing; watch deal timing and closing conditions as catalysts for compensation realization and potential leadership transitions .
- Trading signals: No options and anti-pledging/margin restrictions reduce forced selling risk; significant historical vesting in 2023 suggests occasional liquidity events around vest dates, but policy constraints and ownership guidelines limit discretionary selling before guideline compliance .
Sources: All data and quotations from Berry DEF 14A (2025, 2024, 2023, 2022, 2021) and DEFM14A (Nov 4, 2025) as cited above.