Carrie L. Hudak
CIVITAS RESOURCESAbout Carrie L. Hudak
Independent director at Civitas Resources since November 2021; age 49. She chairs the Sustainability Committee and serves on the Audit Committee, where she is designated an “audit committee financial expert.” Education: BS in Geology (Miami University) and Master’s in Geology (Duke University). The Board affirms her independence under NYSE standards and highlights her DJ Basin operational expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Koloma, Inc. | Chief Operating Officer | Apr 2022 – Feb 2024 | Operational leadership in energy tech |
| Anadarko Petroleum Corporation | VP DJ Basin Development; GM DJ Basin Development & Execution; Director Rockies Business Development | Nov 2014 – Sep 2019 | Basin development, execution, and business development leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Bonanza Creek Energy, Inc. | Director | Oct 2019 – Oct 2021 | Prior public company directorship |
| Coloradans for Responsible Energy Development | Former role (unspecified) | n/a | Industry advocacy (former) |
| Colorado Oil & Gas Association | Former role (unspecified) | n/a | Industry association (former) |
Board Governance
- Committee assignments: Audit Committee member; Sustainability Committee Chair; designated audit committee financial expert .
- Independence: Board determined Ms. Hudak is independent; all Audit, Compensation, and Nominating & Corporate Governance committee members are independent .
- Attendance and engagement: All directors attended the 2024 Annual Meeting; executive sessions of independent directors expected at every regularly scheduled Board meeting in 2025 .
- Committee activity: 2024 meetings – Audit (7), Compensation (6), Nominating & Corporate Governance (6), Sustainability (5) .
- Governance policies: Insider Trading Policy prohibits options trading, short sales, margin trading, and hedging for directors; DSUs for independent directors settle only upon separation from Board .
Fixed Compensation
| Component | Amount/Description | 2024 Amount |
|---|---|---|
| Annual director retainer (cash) | None; no cash fee for serving solely as director | — |
| Committee Chair cash fee | Sustainability Committee Chair fee | $20,000 |
| Meeting fees | None disclosed | — |
| Board Chair (for reference) | Chair cash fee | $125,000 (not applicable to Hudak) |
Director compensation received in 2024 (Hudak):
| Item | Amount ($) |
|---|---|
| Fees Earned/Paid in Cash | $20,000 |
| Stock Awards (ASC 718 grant-date fair value) | $283,871 |
| Total | $303,871 |
Performance Compensation
| Award Type | Grant Value Basis | Vesting | Settlement | Dividend Equivalents | Performance Metrics |
|---|---|---|---|---|---|
| Deferred Stock Units (DSUs) | $300,000 annual grant value determined by 30-day VWAP | Annually on the earlier of the day before the first annual meeting following grant date or first anniversary | Only upon director’s separation from Board | Cash paid on dividends; for unvested DSUs, upon vesting | None disclosed (no performance-based metrics for director DSUs) |
Notes:
- No stock options were awarded to independent directors in 2024; no outstanding stock options as of 12/31/2024 .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed |
| Prior public company boards | Bonanza Creek Energy, Inc. (Oct 2019 – Oct 2021) |
| Committee interlocks | Company reports no compensation committee interlocks; no executives serving on boards/comp committees of companies where CIVI executives serve |
| Shared directorships with competitors/suppliers/customers | None disclosed |
Expertise & Qualifications
| Qualification | Evidence |
|---|---|
| Geoscience expertise | BS Geology (Miami University), Master’s Geology (Duke University) |
| DJ Basin operational leadership | Senior roles at Anadarko in DJ Basin development and execution |
| Audit/financial oversight | Audit Committee member; “audit committee financial expert” designation |
| Sustainability governance | Chair of Sustainability Committee overseeing EHS, regulatory, DEI, stakeholder communications, and compliance monitoring |
Equity Ownership
| Item | Quantity | As-of Date |
|---|---|---|
| Common stock beneficially owned | 31,505 shares (<1% of class) | |
| DSUs outstanding and deferred | 16,566 units | |
| Shares pledged as collateral | None disclosed; Insider Trading Policy prohibits hedging; pledging prohibition applies to executive officers (no director pledging policy stated) | |
| Ownership guidelines | Independent director awards structured as DSUs that settle only upon Board separation, reinforcing long-term alignment |
Governance Assessment
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Strengths:
- Independent director with relevant basin and operational expertise; designated audit committee financial expert, supporting financial oversight .
- Clear committee leadership as Sustainability Chair with broad EHS and regulatory oversight remit; active committee cadence (5 meetings in 2024) .
- Clean independence determination; all key committees are fully independent; executive sessions expected at each regular Board meeting enhance oversight .
- Alignment via DSUs that settle only upon separation; anti-hedging policy in place; no options grants (lower risk of misaligned incentives) .
-
Potential watch items:
- No explicit director stock ownership requirement disclosed for directors (executive officer pledging prohibition is explicit; director pledging policy not stated); monitor for any pledging/hedging breaches, though policies restrict hedging for directors .
- Prior external affiliations (industry advocacy and association roles) appear standard; no related-party transactions disclosed for Hudak, but continue monitoring related-party disclosures each proxy .
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RED FLAGS: None identified in disclosures for Carrie L. Hudak—no related-party transactions, no hedging/pledging activity disclosed, and full independence affirmed .