Michael Helm
Berry Corp (bry)About Michael Helm
Michael Helm, 57, is Berry Corporation’s Vice President, Chief Accounting Officer (principal accounting officer) and previously served as CFO from January 2023 to January 2025; he has led Berry’s accounting function since 2017, with earlier leadership roles at California Resources Corporation and Occidental Petroleum, and began his career at Ernst & Young after earning a B.A. in Economics–Business from UCLA; he is a licensed CPA since 1993 . During 2024, Berry reported operating cash flow of $210 million, Adjusted EBITDA of $292 million, and Free Cash Flow of $108 million, while the “value of an initial $100 investment” in BRY stood at $165 in 2024 under the Pay-versus-Performance framework, informing the company’s pay-for-performance alignment during Helm’s tenure as a Named Executive Officer .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Berry Corporation (bry) | VP, Chief Accounting Officer; previously VP, CFO & CAO | 2017–present (CFO 2023–Jan 2025; CAO ongoing) | Built and led finance and accounting through significant transitions; continued as principal accounting officer after CFO succession . |
| California Resources Corporation | VP & Corporate Controller | 2014–2017 | Public company controller leadership in E&P sector . |
| Occidental Petroleum Corporation | Assistant Controller | 2007–2014 | Senior accounting leadership at a large international E&P . |
| K2 Inc. | Director of Internal Audit | 2003–2007 | Led internal audit for a global consumer products company . |
| Ernst & Young (Los Angeles) | Auditor | 1990– | Foundation in public accounting; CPA since 1993 . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 375,000 | 395,000 (5% increase approved for market alignment) |
| All Other Compensation ($) | 44,196 | 35,854 (401k match $20,700; CA tax reimbursement $15,154) |
Notes:
- 2024 base salary increase aligned to peer market data; Mr. Helm’s STIP target remains 80% of salary per employment agreement .
Performance Compensation
Annual Short-Term Incentive (STIP) – Cash
| Item | 2024 Detail |
|---|---|
| Target Bonus % of Salary | 80% |
| Target Value ($) | 316,000 (80% of $395,000) |
| Performance Categories (Weighted Performance Factors) | Financial & Operational 76.2%; HSE 16.5%; Individual 7.5% |
| Total Payout vs Target | 100.2% |
| Actual Bonus Paid ($) | 316,632 |
Performance construct: 100% at-risk; categories established annually; metrics that drive CAP included Adjusted EBITDA, Adjusted Free Cash Flow, Adjusted G&A and Operating Expense for 2024 .
Long-Term Incentive (LTI) – Equity
| Grant Year | Grant Date | Mix | Grant Date Value ($) | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| 2024 | Mar 1, 2024 | 40% RSUs / 60% PSUs | 580,000 | RSUs: 1/3 on each of 1st, 2nd, 3rd anniversary; PSUs: cliff at 3 years | PSUs split 50% Absolute TSR (0–200% payout scale) and 50% Relative TSR vs defined E&P peer set (0–200%); performance period 1/1/2024–12/31/2026 |
| 2023 | Feb 19, 2023 | RSUs/PSUs | Included in 2023 stock awards ($514,783) | RSUs vest 1/3 annually; PSUs vest 2/19/2026; metrics include TSR and CROIC per award year |
Additional context:
- 2022 PSUs (performance period 2022–2024) vested Mar 1, 2025 with 0% payout on both TSR and CROIC components, demonstrating downside sensitivity of performance equity .
- Company does not grant stock options; none outstanding or repriced since IPO .
Multi-Year Reported Compensation (ASC 718)
| Component ($) | 2023 | 2024 |
|---|---|---|
| Salary | 375,000 | 395,000 |
| Stock Awards (RSUs/PSUs, ASC 718) | 514,783 | 658,962 |
| Non-Equity Incentive (STIP) | 319,500 | 316,632 |
| All Other Comp | 44,196 | 35,854 |
| Total | 1,253,479 | 1,406,448 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 141,069 shares; less than 1% of outstanding |
| Shares Outstanding (Record Date 3/24/2025) | 77,596,202 |
| Approx. Ownership % | ~0.18% (141,069 / 77,596,202) |
| Outstanding Unvested Awards at 12/31/2024 | RSUs: 32,493 (3/1/2024); 13,453 (2/19/2023); 12,335 (2/19/2022). PSUs: 12,185 (3/1/2024, threshold count) |
| Market Value Basis Used | $4.13 per share as of 12/31/2024 (proxy methodology) |
| Ownership Guidelines | Executives must hold ≥3x base salary; 5 years to comply; until compliant, must hold net shares from vesting; NEOs are compliant or on track |
| Hedging/Pledging | Hedging and pledging prohibited; no margin accounts; no derivatives |
Outstanding Equity Awards – Detail (12/31/2024):
- RSUs (3/1/2024): 32,493 units; market value $134,196 at $4.13/share; vest annually over 3 years .
- PSUs (3/1/2024): 12,185 units shown at threshold; vest 3/1/2027 based on Absolute TSR and Relative TSR vs defined peers for 2024–2026 performance period .
- RSUs (2/19/2023): 13,453 units; market value $55,561; remaining vest dates include 2/19/2025 and 2/19/2026 (annual thirds) .
- RSUs (2/19/2022): 12,335 units; market value $50,944; vesting in annual thirds from 2023–2025 .
Employment Terms
| Topic | Key Terms |
|---|---|
| Employment Agreement | Provides base salary, 80% STIP target, annual LTI, and tax reimbursement if CA taxes apply; subject to committee review annually; confidentiality and other restrictive covenants included . |
| Severance (No CIC) | If terminated without Cause: 12 months of base salary paid in installments; pro-rata target STIP for year of termination; any earned but unpaid prior-year STIP lump sum . |
| Change-in-Control (CIC) Agreement | Double-trigger: if terminated without Cause or for Good Reason within 12 months post “Sale of the Company,” lump sum 2× (greater of current/pre-CIC/pre-Good-Reason base salary) + target annual cash bonus; up to 12 months COBRA reimbursement . |
| Potential Payments (Proxy Illustrative) | Without Cause: Cash $711,632; Equity acceleration $130,021; COBRA $24,719; Total $866,372. With CIC + qualifying termination: Cash $1,738,632; Equity acceleration $567,012; COBRA $24,719; Total $2,330,363 . |
| Clawback | Dodd-Frank/Nasdaq-compliant policy; 36-month lookback for restatements; forfeiture/recoupment of incentive comp . |
| Trading Policy | No hedging, pledging, short sales, or public derivatives; holding periods and standing order cautions . |
Governance and Shareholder Feedback:
- 2024 say-on-pay (for 2023 compensation) received >97% approval; committee maintained program design given strong support .
- Executive comp “best practices” include 100% at-risk STI, 60% performance-based LTI, double-trigger CIC, independent consultant, and robust ownership/holding policies .
Performance & Track Record Context
- 2024 operational/financial delivery: OCF $210M, Adjusted EBITDA $292M, FCF $108M; LOE reduced 12% YoY; Adjusted G&A reduced 6%; reserves up 4% to 107 MMBoe; SEC PV-10 $2.3B; methane emissions reduced >80% .
- Pay-for-performance outcomes: 2024 STIP paid ~100% of target; 2022 PSU cycle paid 0% on both TSR and CROIC, demonstrating downside alignment on long-term equity .
- TSR context: “Value of $100” at $165 for 2024 under SEC PVP framework; peer group and CAP relationships disclosed (CAP significantly below SCT totals in 2024) .
Investment Implications
- Alignment and downside sensitivity: Helm’s package ties 100% of STI and 60% of LTI to measured outcomes; zero PSU payout for 2022–2024 indicates meaningful downside risk, while 2024 STIP near-target reflects operational execution .
- Selling pressure/vesting cadence: RSUs vest annually in thirds (not front-loaded), moderating near-term selling pressure; 2024 RSUs vest on 3/1/2025, 3/1/2026, 3/1/2027; PSUs cliff in 2027, concentrating potential supply then depending on TSR results .
- Skin-in-the-game: Helm beneficially owns 141,069 shares (~0.18% of outstanding) under strict anti-hedging/pledging and 3× salary ownership rules, supporting alignment but not concentrated personal exposure .
- Retention risk economics: Without-Cause severance equals 12 months of salary plus pro-rata target bonus; CIC terms are moderate (2× base + target bonus, double-trigger), suggesting balanced retention protection without excessive golden parachute risk .
- Governance quality: Strong say-on-pay support (>97%), clawback policy in place, no options or repricing, and explicit trading/pledging prohibitions reduce governance red flags .