Clayton A. Carrell
CIVITAS RESOURCESAbout Clayton A. Carrell
Clayton A. “Clay” Carrell (age 59) was appointed President and Chief Operating Officer of Civitas Resources (CIVI) on May 7, 2025, reporting to the CEO . He holds a B.S. in Petroleum Engineering from Texas A&M University and brings 35+ years of oil and gas operations experience, including EVP & COO roles at Southwestern Energy and EP Energy . At the time of his appointment, Civitas had recently delivered 2024 net income of ~$839 million, cash flow from operating activities of ~$2.9 billion, and ~$3.7 billion of Adjusted EBITDAX, framing a performance context focused on free cash flow and capital discipline . For 2025, Civitas guided to ~$1.1 billion adjusted free cash flow at $70 WTI and ~$3.4 billion Adjusted EBITDAX, with capex of $1.8–1.9B and 325–335 Mboe/d sales volumes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Southwestern Energy | EVP & Chief Operating Officer | Dec 2017–Oct 2024 (until merger with Chesapeake) | Led multi-basin operations through scale transition culminating in merger; extensive COO tenure |
| EP Energy (EPC/EP LLC) | EVP & Chief Operating Officer | May 2012–Nov 2017 (EVP/COO since Aug 2013) | Ran E&P operations during standalone EP Energy period after El Paso E&P legacy |
| El Paso E&P | SVP & Chief Engineer; VP, Texas Gulf Coast Division | Jun 2010–May 2012; Mar 2007–Jun 2010 | Senior technical/operations leadership for legacy portfolio |
| Peoples Energy Production | VP, Engineering & Operations | Feb 2001–Mar 2007 | Led engineering and operations for upstream assets |
External Roles
No public-company board service or related-party interests disclosed in connection with CIVI appointment; no family relationships with directors or officers .
Fixed Compensation
| Component | Terms | Notes |
|---|---|---|
| Base Salary | $875,000 per year | Annual review by Board |
| Cash Sign-On | $500,000 lump sum within 30 days of start; 100% clawback if voluntary resignation without Good Reason/for Cause/death within 1 year; 50% clawback if such termination occurs within 2 years | Structured as “Cash Award” under 2024 LTIP; Texas law and Harris County venue govern side letter |
| Benefits | 401(k), health, Section 125 plan | Standard executive benefits |
Performance Compensation
| Incentive Type | 2025 Target/Mix | Metric/Measurement | Vesting/Acceleration |
|---|---|---|---|
| Long-Term Incentive (LTIP) | Target $2,625,000 per year | Number of units = target value / 30-day VWAP pre-grant | |
| RSUs | 30% of LTIP target | Time-based | Ratable over 3 years from grant date; consistent with 2025 exec awards |
| PSUs | 70% of LTIP target | Absolute total shareholder return (TSR) versus pre-set goals; measurement period 1/1/2025–12/31/2027 | Cliff vest at end of 3-year period; award agreements consistent with other 2025 exec grants |
| Equity Sign-On RSUs | Additional RSUs equal to $875,000 / 30-day VWAP | Granted in consideration of a commitment to open-market purchase of $875,000 of CIVI stock by 12/31/2025 | Ratable over 3 years from grant date |
Vesting mechanics and change-in-control treatment follow company-standard terms: PSUs/RSUs are subject to double-trigger acceleration on CIC (if not assumed, or if terminated without Cause/for Good Reason within 12 or 24 months per applicable terms), and pro-rata vesting on certain non-CIC qualifying terminations; RSUs generally vest ratably over 3 years; PSUs cliff-vest based on performance at period end, consistent with company plan design . Civitas’ LTIP does not permit option repricing/backdating; executives are not in a cash STIP—100% incentive pay is equity-based .
Equity Ownership & Alignment
- Executive stock ownership guidelines: 5x base salary for CEO; 2x for CEO direct reports (includes President & COO). Five-year compliance window; hold-’til-met for net after-tax shares; time-based RSUs count, PSUs do not .
- Anti-hedging/pledging: Executives are prohibited from short-term trading, hedging, margin, and pledging of company stock .
- Clawback: NYSE Rule 10D-compliant clawback for incentive compensation on restatement; separate recoupment policy for “Detrimental Conduct” .
- Insider filings and initial grants:
- Form 3 filed upon appointment (May 7, 2025) .
- Form 4 filed May 12, 2025 reporting initial equity awards; RSUs scheduled to vest in three equal annual tranches beginning May 7, 2026; PSUs reported consistent with plan terms .
Employment Terms
| Term | Detail | Source |
|---|---|---|
| At-will employment | Yes; subject to Severance Plan and PIIA | |
| Severance Plan Tier | Tier 2 Executive | |
| Qualifying Termination (non-CIC) | 1.5x base salary in installments over 12 months + up to 12 months COBRA reimbursement | |
| Change-in-Control (within 12 months) | 2.5x base salary lump sum + up to 18 months COBRA reimbursement; double-trigger equity treatment per award agreements | |
| Restrictive covenants | Employee Restrictive Covenants, Proprietary Information and Inventions Agreement (PIIA) required | |
| Related-party/Family | No related-party transactions or family relationships disclosed |
Performance Context
| Metric | FY 2024 Actual | 2025 Outlook/Guide |
|---|---|---|
| Net Income ($) | ~$839 million | N/A |
| Cash from Operations ($) | ~$2.9 billion | N/A |
| Adjusted EBITDAX ($) | ~$3.7 billion | ~$3.4B at $70 WTI/$3.50 gas |
| Adjusted Free Cash Flow ($) | ~ $1.3 billion | ~$1.1B at $70 WTI/$3.50 gas |
| Capex ($) | ~$1.9 billion | $1.8–1.9B |
| Sales Volumes (Mboe/d) | 345 avg in 2024 | 325–335 |
Investment Implications
- Alignment and signal quality: Carrell’s package is heavily equity-based with 70% PSUs tied to absolute TSR and includes a required open-market stock purchase of $875,000 in 2025, strengthening skin-in-the-game and reducing asymmetry versus shareholders . Anti-hedging/pledging and robust ownership guidelines further tighten alignment .
- Retention economics balanced: Tier 2 severance provides 1.5x/2.5x base salary (non-CIC/CIC), paid over time or lump sum, with COBRA support; double-trigger equity acceleration mitigates windfall risk while protecting the executive in strategic transactions .
- Near-term trading supply watch: RSU tranches vest annually starting May 7, 2026; PSUs cliff at 12/31/2027—monitor potential Form 4s around those dates and the completion of his $875,000 open-market buying requirement by 12/31/2025 for incremental demand/supply signals .
- Governance and clawback: NYSE-compliant clawback and no excise tax gross-ups indicate shareholder-friendly posture; say-on-pay historically strong (~98% support in 2024), lowering governance overhang risk on comp design .
Key diligence items to track:
- Completion of the $875,000 open-market stock purchase by 12/31/2025 and any 10b5-1 plan adoption (via Form 4/8-K/press) .
- Absolute TSR performance trajectory versus PSU grid (company uses absolute TSR constructs with up to 225% payout on some cycles) and execution in Permian/DJ basins to support PSU realization .
- Any amendments to Severance Plan tiers or equity award terms in subsequent filings .