Jeffrey Magids
Berry Corp (bry)About Jeffrey Magids
Jeffrey D. Magids is Vice President and Chief Financial Officer of Berry Corporation (bry) effective January 21, 2025. He is 38 years old, holds a BBA in Finance from the University of Texas at Austin and an MBA from Rice University, and previously led finance and investor relations at SilverBow Resources (now Crescent Energy) with prior roles at Lime Rock Resources, BMO Capital Markets (energy investment banking), and Duff & Phelps (valuation) . Company performance context: in 2024 Berry generated Adjusted EBITDA of $292 million, Free Cash Flow of $108 million, operating cash flow of $210 million, produced 25.4 Mboe/d (93% oil), and delivered a 12% YoY LOE reduction; 2022–2024 PSUs paid 0% on both TSR and CROIC, signaling prior underperformance versus those LTIP hurdles .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Berry Corporation (bry) | VP, Chief Financial Officer | Jan 2025–Present | Principal financial officer; co-signed 2024 10-K certifications; executed ATM program and credit amendment . |
| SilverBow Resources (now Crescent Energy) | VP, Finance & Investor Relations | Mar 2023–Jul 2024 | Led finance, IR, treasury, and risk management . |
| SilverBow Resources | Director, Finance & Investor Relations | Apr 2020–Feb 2023 | Expanded capital markets and investor engagement . |
| SilverBow Resources | Senior Manager, Finance & Investor Relations | Sep 2018–Mar 2020 | Supported finance/IR during growth phase . |
| Lime Rock Resources | Senior Associate | Aug 2013–Sep 2018 | Private E&P investing; portfolio and deal analysis . |
| BMO Capital Markets | Analyst/Associate, Energy Investment Banking | (years not specified) | M&A advisory and financings in E&P/midstream . |
| Duff & Phelps (now Kroll) | Valuation Advisory | (years not specified) | Financial valuation foundation . |
External Roles
- No external public company directorships or non-profit/academic roles disclosed in filings reviewed .
Fixed Compensation
| Component | Detail | Effective Date / Period |
|---|---|---|
| Base Salary | $360,000 per year | Appointment effective Jan 21, 2025 . |
| Target Annual Bonus | 70% of base salary (STIP) | Eligible beginning 2025 . |
| Expected 2025 LTI Target | $375,000 grant-date value (final awards subject to Compensation Committee approval) | 2025 plan year . |
Performance Compensation
- Berry’s executive incentive design (Magids participates prospectively):
- Annual STIP: 80% quantitative financial/operational, 10% HSE, 10% individual; formulaic with linear interpolation and 0–200% payout range .
- 2024 STIP company results (context): Adjusted EBITDA and Adjusted FCF slightly above target; total STIP performance around 100–103% for NEOs (Magids was not an NEO in 2024) .
- LTI mix: 40% time-vested RSUs (1/3 per year over 3 years), 60% PSUs (3-year cliff) split 50% Absolute TSR and 50% Relative TSR vs specified peer indices with 0–200% payout .
| Metric (2024 STIP framework) | Weight | Threshold | Target | Maximum | Actual | Weighted Payout |
|---|---|---|---|---|---|---|
| Adjusted EBITDA ($mm) | 30% | 197 | 282 | 423 | 292 | 32.1% |
| Adjusted Free Cash Flow ($mm) | 30% | 38 | 54 | 81 | 56 | 32.7% |
| Adjusted G&A ($mm) | 10% | 63.0 | 60.6 | 57.6 | 63.9 | 0.0% |
| Total Operating Expense ($/boe) | 10% | 29.11 | 26.46 | 23.82 | 26.07 | 11.5% |
| HSE metrics (TRIR, MVIR, Spill) | 10% combined | — | — | — | Mixed | 16.6% combined |
| Individual (per NEO) | 10% | — | — | — | — | ~10% typical |
Vesting terms (for Berry plan applicable to Magids’ future awards):
- RSUs: vest in three equal annual installments on each anniversary of grant date, subject to service conditions .
- PSUs: 3-year performance period; Absolute TSR schedule (0% below 0% TSR, 100% at 10% 3-yr annualized, 200% at ≥25%); Relative TSR pays based on percentile rank (0% <25th, 100% at 50th, 200% at ≥90th) .
Historical PSU result: 2022–2024 PSU tranche paid 0% for both TSR and CROIC components, highlighting tough hurdles and alignment to realized performance .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of Mar 24, 2025) | No shares reported for Jeffrey Magids (less than 1%) out of 77,596,202 shares outstanding . |
| Pledging/Hedging | Prohibited: no short sales, derivatives, margin, pledging, or hedging under Insider Trading Policy . |
| Ownership Guidelines | Executives (other than CEO/Executive Chair) must own ≥3x base salary within 5 years; restrictions on sales until compliant . |
| 10b5-1 / Trading Plans | Company disclosed no Rule 10b5‑1 or non-Rule 10b5‑1 arrangements adopted/modified/terminated by directors or Section 16 officers in Q2’25 . |
Employment Terms
| Provision | Initial Agreement (Jan 2025) | Amended Agreement (effective Aug 5, 2025) |
|---|---|---|
| Term | At-will; Key Employee Agreement dated Jan 21, 2025 . | One-year initial term with automatic one-year renewals unless notice of non-renewal . |
| Severance (no CIC) | 3 months of base salary upon termination without Cause, plus prior-year unpaid bonus (if any) and prorated current-year bonus based on actual performance, subject to release . | 12 months of base salary (Severance Payment) upon termination without Cause (Qualifying Termination), plus accrued obligations, prior-year unpaid bonus, prorated current-year bonus; COBRA not specified for non-CIC . |
| CIC/Double-Trigger | Company policy: no single-trigger cash CIC payments . | If terminated without Cause or for Good Reason within 12 months post “Sale of the Company,” severance equals 2x (base salary + target bonus) plus up to 12 months COBRA reimbursement; release required . |
| Restrictive Covenants | Definitions reference Restrictive Covenant Agreements; confidentiality and other covenants; Texas law; at-will . | Expanded to include confidentiality, return of property, non‑solicitation, non‑disparagement, assignment of developments . |
| Clawback | Covered by Berry’s clawback policy compliant with Section 10D/Nasdaq Rule 5608 . | |
| Ownership/Trading | Subject to stock ownership guidelines and anti-hedging/pledging restrictions . |
Change-in-control and merger-related economics:
- Retention Agreements in CRC merger: DEFM14A discloses retention bonuses of $360,000 for Magids, plus treatment of equity (single-trigger and non-single-trigger) and dividend equivalents; “golden parachute” table shows for Magids: Cash $1,841,098, Equity $229,991, Total $2,071,089 (assumptions per filing) .
- Equity treatment at closing: certain RSUs/PSUs deemed single-trigger at target; others remain double-trigger (require qualifying termination) per merger terms .
Director and Governance Intersections
- Compensation Committee and peer group: Berry uses Meridian as independent consultant; 2024 compensation peers included companies such as Silverbow Resources, Magnolia Oil & Gas, Talos Energy, and others (Magids previously worked at SilverBow) .
- Say-on-pay support: 2024 vote on 2023 program received >97% approval; Board recommended FOR 2024 NEO compensation (2025 SoP) .
Additional Performance and CFO Actions
- 2024 Operating performance: Net income $19 million; Adjusted Net Income $52 million; Adjusted EBITDA $292 million; Free Cash Flow $108 million; reserves PV-10 $2.3 billion; methane emissions reduced >80% .
- Capital markets/treasury: CFO executed an at-the-market equity program of up to $50 million (Open Market Sale Agreement) signed March 13, 2025 and certified 10-K controls with CEO .
- Financing: CFO signed amendments to the senior secured revolving credit agreement in Q2’25 and subsequent filings .
Investment Implications
- Alignment and retention: As a newly appointed CFO, Magids had no reported share ownership as of the March 24, 2025 record date; however, he is subject to a 3x salary ownership guideline within five years and prohibited from hedging/pledging, reducing misalignment risk; lack of a 10b5‑1 plan in Q2’25 suggests near-term insider selling pressure is low .
- Incentive structure: Annual cash incentive is formulaic and largely tied to FCF/EBITDA and cost control, while LTIs are majority performance-based (TSR), which paid 0% for the 2022–2024 cycle—this indicates a tighter pay-for-performance regime that can depress realized comp if value creation stalls .
- Change-in-control economics: The August 2025 amendment materially increases severance (to 1x salary non-CIC; 2x salary+target bonus with double-trigger post-Sale) and the merger DEFM14A includes a $360k retention bonus and sizable cash component; this supports deal retention but introduces potential payout optics if performance lags .
- Execution signals: Early tenure actions (ATM implementation, credit agreement amendments, timely certifications) point to active balance sheet stewardship; 2024 outcomes show solid cash generation amid cost reduction, setting a base for evaluating Magids’ impact on capital allocation and deleveraging .
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