Carrie M. Fox
CIVITAS RESOURCESAbout Carrie M. Fox
Independent director of Civitas Resources since November 2021; age 41. Background includes CEO and CFO roles at Driltek, founding Cygnet Resources, and senior operating, regulatory, and engineering roles at California Resources and Occidental; BS in Engineering from California Polytechnic State University. Board determined she is independent under NYSE standards (with noted related-party review regarding Driltek) and affirmed qualifications spanning executive management, engineering/technical expertise, transactional M&A, and governmental/regulatory strategy in energy and midstream .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Driltek, Inc. | President & CEO | Jan 2022 – Present | Executive leadership; operating technical services provider to E&P operators |
| Driltek, Inc. | Chief Financial Officer | Jan 2021 – Jan 2022 | Finance leadership |
| Cygnet Resources | Founder | Sep 2020 – Present | Entrepreneurial energy venture |
| California Resources Corporation | VP, Business Development | 2014 – Aug 2020 | M&A, portfolio strategy |
| Occidental Petroleum | Asset Manager; Manager, CA State Govt Affairs; Reservoir & Production Engineer | 2006 – 2014 | Operations, regulatory affairs, engineering |
External Roles
| Organization | Role | Tenure | Public/Private | Notes |
|---|---|---|---|---|
| Aera Energy LLC | Director | Aug 2023 – Jun 2024 | Private | Energy JV; board experience |
| Rice Acquisition Corp. II | Director | Jun 2021 – Jun 2023 | Public (SPAC) | Public company board experience |
| Extraction Oil & Gas, Inc. | Director | Jan 2021 – Oct 2021 | Public (pre-merger) | Pre-merger board service |
Board Governance
- Committee assignments: Member, Nominating & Corporate Governance Committee; Member, Sustainability Committee .
- Independence: Board affirmed Ms. Fox as independent; in doing so, reviewed transactions between a Civitas subsidiary and Driltek (see Related Party section) .
- Attendance and engagement: In 2024, other than one director (Wojahn), all directors attended at least 96% of Board and committee meetings; all directors attended the 2024 Annual Meeting; executive sessions of independent directors expected at every regularly scheduled Board meeting in 2025 .
- Board structure: Separate Chair and CEO; majority independent Board; committees fully independent; majority voting in uncontested elections; unconditional resignation upon Majority Withheld Vote; no hedging/pledging of Civitas securities; deferred issuance of director DSUs until departure .
| Committee | Role | 2024 Meetings |
|---|---|---|
| Nominating & Corporate Governance | Member | 6 |
| Sustainability | Member | 5 |
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Cash fees | $0 | No cash fee for general board/committee service; only chairs receive cash fees; Fox is not a chair |
| Equity – DSUs (grant-date fair value per ASC 718) | $283,871 | Award under 2024 LTIP; differs from program’s $300,000 VWAP target due to accounting methodology |
| Total | $283,871 | 2024 independent director compensation |
Program design:
- No cash fee solely for serving as director or committee member; quarterly cash fees only for Board/committee chairs (Board Chair $125,000; Audit Chair $25,000; Compensation Chair $20,000; NCGC Chair $15,000; Sustainability Chair $20,000) .
- Annual DSU grant targeted at $300,000 based on 30-day VWAP; DSUs vest annually and settle only upon board separation; dividend equivalents on DSUs; no stock options outstanding for independent directors .
Performance Compensation
- Directors do not receive performance-based bonuses or options; compensation is primarily DSUs with time-based vesting, deferred settlement, and dividend equivalents .
| Award Metric | Detail |
|---|---|
| Grant vehicle | Deferred Restricted Stock Units (DSUs) |
| Target award level | $300,000 in DSUs based on 30-day VWAP |
| Vesting | Annually on the earlier of the day immediately preceding the first annual meeting post-grant or first anniversary of grant |
| Settlement | Only upon separation from the Board |
| Dividend equivalents | Paid on vested DSUs concurrently with dividends; on unvested DSUs upon vesting |
| Options | None awarded; no outstanding options for independent directors |
Other Directorships & Interlocks
| Entity | Relationship to Civitas | Potential Interlock/Conflict |
|---|---|---|
| Driltek, Inc. (Ms. Fox is CEO) | Civitas (via Tap Rock acquired subsidiaries) paid Driltek ~$0.5 million in 2024 for operational technical services under a Master Services Agreement; ratified under Related Party Transactions Policy; arms-length, ordinary course | Related party transaction reviewed; Board considered independence with this context |
| Aera Energy LLC | No disclosed transactions with Civitas | None disclosed |
| Rice Acquisition Corp. II | No disclosed transactions with Civitas | None disclosed |
Expertise & Qualifications
- Qualifications: Executive management, board experience, engineering/technical expertise, transactional experience, governmental/regulatory strategy across oil & gas, midstream, and energy transition sectors .
- Board skills framework emphasizes industry expertise, engineering/geoscience, M&A, human capital, EHS/sustainability, regulatory/government affairs, and cybersecurity/IT oversight capabilities across directors; Fox’s biography aligns with engineering, M&A, and regulatory competencies .
Equity Ownership
| Holder | Common Stock Beneficially Owned | Warrants | RSUs | Deferred RSUs (DSUs) | Total Stock & Stock-Based Holdings | % of Class |
|---|---|---|---|---|---|---|
| Carrie M. Fox | 32,805 | — | — | 32,805 | 32,805 | * (<1%) |
Outstanding DSUs (as of Dec 31, 2024):
- DSUs outstanding and deferred: 32,805 .
- No options outstanding for independent directors .
- Company prohibits hedging/pledging; director DSUs deferred until departure, promoting alignment .
Governance Assessment
- Independence with related-party scrutiny: Payments of ~$0.5 million to Driltek in 2024 were approved per policy and deemed arms-length and ordinary course; the Board explicitly reviewed this in affirming Fox’s independence. This is a manageable conflict but remains a monitoring point given Fox’s executive role at the vendor (yellow flag, mitigated) .
- Alignment and incentives: Director pay is equity-heavy via DSUs with deferred settlement, no options, and prohibition on hedging/pledging—strong ownership alignment and lower risk of short-termism .
- Attendance and engagement: High participation (≥96%) indicates robust engagement; Fox attended the 2024 Annual Meeting along with all directors .
- Committee effectiveness: Service on NCGC (director nominations, governance processes, CEO performance evaluation oversight) and Sustainability (EHS/regulatory oversight) positions Fox within key governance and sustainability oversight lanes, leveraging her regulatory and technical background .
- Compensation structure: No cash retainer for non-chairs and standardized DSU grants reduce pay complexity and potential for pay anomalies; Fox received $283,871 grant-date fair value in 2024 under ASC 718 for DSUs, consistent with program design .
RED FLAGS to monitor: Ongoing related-party exposure via Driltek contracts (ensure continued arms-length terms, competitive bidding, and annual Audit Committee review); any expansion of Driltek engagements or changes in services scope/fees would warrant heightened scrutiny .