Brian Kuck
CIVITAS RESOURCESAbout Brian Kuck
Brian Kuck, 49, is Senior Vice President, Corporate Development and Strategy at Civitas Resources and has been an executive officer since February 2025; he previously led Corporate Development at Civitas, and held senior roles at Stephens Natural Resources and Anadarko Petroleum. He holds a B.S. in Geology (Washington & Lee) and an MBA (Rice) . Civitas’ executive pay is heavily equity-based with no short‑term cash bonus program for executive officers, aligning incentives to multi‑year absolute TSR performance via PSUs and time‑based RSUs . As context for pay-for-performance, Civitas in 2024 generated approximately $839 million in net income and ~$3.7 billion of Adjusted EBITDAX, returned over $920 million to shareholders, and reported a 0.25 TRIR safety performance .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Civitas Resources | SVP, Corporate Development and Strategy | Feb 2025 – Present | Not disclosed |
| Civitas Resources | SVP, Corporate Development | Nov 2024 – Feb 2025 | Not disclosed |
| Civitas Resources | SVP, Planning, Business Development and Reserves | Aug 2022 – Nov 2024 | Not disclosed |
| Stephens Natural Resources | SVP, Business Development and Corporate Planning | Nov 2021 – Jul 2022 | Not disclosed |
| Anadarko Petroleum | VP, Corporate Development and Land; prior roles | Aug 2016 – Aug 2019 (VP role) | Not disclosed |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No external directorships disclosed in company filings reviewed |
Fixed Compensation
- Executive officers at Civitas do not participate in a short‑term incentive plan (STIP); incentive pay is delivered 100% in equity (PSUs/RSUs). Base salary is paid in cash; individual base for Mr. Kuck is not disclosed in the proxy/8‑K filings reviewed .
Performance Compensation
| Component | Metric | Weighting | Target/Scale | Payout Range | Vesting |
|---|---|---|---|---|---|
| PSUs | Absolute Total Shareholder Return (3‑yr annualized) | 70% (allocation of LTIP) | Target = 10% annualized TSR | 0% if TSR<0%; 10% at 0%; 50% at 5%; 100% at 10%; 120% at 12%; 150% at 15%; 200% at 20%; 225% at ≥22.5% | Cliff vest after 3 years; dividend equivalents paid in cash at vest |
| RSUs | Time-based | 30% (allocation of LTIP) | — | — | Ratable over 3 years; dividend equivalents paid in cash at vest |
Notes:
- Change-in-control treatment is double‑trigger: if awards are assumed, vesting accelerates upon qualifying termination; if not assumed, accelerates at closing per award/plan terms .
Equity Ownership & Alignment
| Policy/Item | Detail |
|---|---|
| Stock ownership guidelines | Senior Vice Presidents minimum 1x base salary (5 years to comply; sales restricted until compliant) |
| Hedging/pledging | Prohibited for executive officers; no margin purchases, short sales, options/derivatives |
| Option grants | Company has not granted options since 2017 and does not currently grant options; long‑term incentives are PSUs/RSUs |
| Beneficial ownership listing | Mr. Kuck is not listed individually in the Security Ownership table as of April 7, 2025; directors/NEOs are listed and “all directors and executive officers as a group (15 persons)” is disclosed |
Employment Terms
| Topic | Terms (as disclosed/applicable to executive officers) |
|---|---|
| Severance plan (outside CIC) | Tiered multiples of base salary: Tier 1 = 2.0x; Tier 2 = 1.5x; Tier 3 = 1.0x; plus COBRA reimbursement (24/12/12 months, respectively); equity per award agreements. Executive tiers are role‑dependent; individual tier for Mr. Kuck not disclosed |
| Change‑in‑control severance | Tier 1 = 3.0x; Tier 2 = 2.5x; Tier 3 = 2.0x base salary lump sum; COBRA reimbursement (24/18/18 months); equity per award agreements (greater of target/actual for PSUs, subject to plan/award terms) |
| Award treatment in SM/CIVI merger | RSUs and PSUs convert into parent stock awards at the exchange ratio and remain subject to existing terms (taking into account any deal‑related acceleration per plan/award); options convert similarly (few remain outstanding) |
| Restrictive covenants | Executive Restrictive Covenants, Proprietary Information and Inventions Agreement includes non‑compete (oil and gas activities) generally within 25 miles of Company mineral interests, non‑solicit, confidentiality, and non‑disparagement, with post‑termination durations per agreement |
| Clawback/recoupment | NYSE‑compliant financial restatement clawback plus separate recoupment policy for “Detrimental Conduct” |
Company Performance (context for pay-for-performance)
| Metric (FY 2024) | Value |
|---|---|
| Net income | ~$839 million |
| Adjusted EBITDAX | ~$3.7 billion |
| Capital returned to shareholders | >$920 million (dividends + buybacks) |
| TRIR (safety) | 0.25 |
Additional Governance and Compensation Design Signals
- Say‑on‑Pay and Plan Support: ~98% approval of the 2024 LTIP and ~98% approval of NEO compensation on an advisory basis at the 2024 annual meeting, indicating strong shareholder support .
- Compensation Peer Group: The committee benchmarks against a 2024 peer set including SM Energy, Diamondback, Devon, Ovintiv, Coterra, Marathon, Matador, Permian Resources, Range, Southwestern, Murphy, CNX, Callon, and Chord, among others .
- Pre‑Closing Restrictions: The SM/CIVI merger agreement restricts new/modified executive compensation, severance, award grants, or accelerations except as permitted, limiting pre‑close retention levers .
- Pro Forma Leadership: Announced post‑close management slate does not include Mr. Kuck by name and lists an EVP Corporate Development and General Counsel (James Lebeck), implying potential role overlap/transition risk post‑merger .
Investment Implications
- Alignment: No executive STIP, 70% PSUs tied to absolute TSR over three years, robust ownership guidelines (1x salary for SVPs), and hedging/pledging prohibitions collectively support long‑term alignment and reduce short‑termism risk .
- Retention/Transition Risk: The pending SM/CIVI merger, pre‑closing comp constraints, and a named post‑close EVP Corporate Development raise the likelihood of role realignment for Mr. Kuck; severance protections and double‑trigger equity acceleration mitigate downside but may also create departure optionality around closing .
- Event/Trading Setup: Change‑in‑control provisions (award conversion/acceleration) and three‑year PSU cliffs can create episodic vest/settlement windows; while pledging/hedging is barred, award settlement and tax withholding can contribute to mechanical flows around key dates, particularly at or after transaction close per award treatment mechanics .
- Governance Backdrop: High Say‑on‑Pay support and use of an independent consultant suggest low compensation governance risk near‑term, though post‑merger integration and leadership changes are the principal execution variables to monitor .
References: All data and policies cited from Civitas’ 2025 DEF 14A, Q3 2025 10‑Q, and 8‑K/merger materials as referenced above.