Deborah Byers
CIVITAS RESOURCESAbout Deborah Byers
Deborah Byers, age 63, has served as an independent director of Civitas Resources since February 2023; she is currently a member of the Nominating and Corporate Governance Committee and the Sustainability Committee, with prior service on the Audit Committee and the ESG Committee in 2023–2024 . She retired as a Partner from Ernst & Young LLP after 36 years, including roles as Americas Industry Leader and U.S. Energy Leader; she holds a BBA from Baylor University and is a Certified Public Accountant (retired status) . The Board cites her financial expertise and leadership overseeing market and growth strategies in energy as core credentials supporting her service . The Board affirmatively determined she is independent under NYSE standards, and Civitas maintains a separate Chair/CEO structure with robust governance practices (including prohibitions on hedging and pledging) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ernst & Young LLP | Americas Industry Leader | Jul 2018 – Jul 2022 | Oversaw markets and growth strategy across multiple industry verticals . |
| Ernst & Young LLP | Houston Office Managing Partner; U.S. Energy Leader | Jul 2013 – Jul 2018 | Leader in global energy markets working with corporations and investment funds across energy investments . |
| Ernst & Young LLP | Managing Partner, Southwest Region Strategy & Transactions | Jul 2008 – Jul 2013 | Led transactions advisory; deep finance and sector expertise . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DTE Energy Company | Director | Jun 2023 – Present | Committee roles not disclosed in CIVI proxy . |
| Excelerate Energy, Inc. | Director | Jul 2022 – Present | Committee roles not disclosed in CIVI proxy . |
| Kinetik Inc. | Director | Jul 2022 – Present | Committee roles not disclosed in CIVI proxy . |
Board Governance
- Independence: The Board determined Ms. Byers is independent under NYSE standards; all members of Audit, Compensation, and Nominating & Corporate Governance are independent .
- Current committees (2025): Nominating & Corporate Governance; Sustainability; committee charters published on the company website .
- Attendance: In 2024, each director except one attended at least 96% of aggregate Board/committee meetings; in 2023, all current directors attended at least 85% .
- Board structure: Separate Chair/CEO; majority independent Board; hedging and pledging of Civitas securities prohibited as a governance practice .
- Committee oversight highlights: Nominating & Corporate Governance oversees board refreshment, CEO goal-setting/evaluation, governance processes; Sustainability oversees EHS, regulatory compliance, DEI, human rights, and sustainability communications .
Committee Memberships and Engagement
| Committee | 2023 Membership | 2023 Meetings | 2024 Membership | 2024 Meetings | 2025 Membership |
|---|---|---|---|---|---|
| Audit | Member | 6 | Member (Audit Committee report lists membership) | 7 | Not listed among 2025 members |
| Compensation | Not listed | 8 | Not listed | 6 | Not listed |
| Nominating & Corporate Governance | Not listed | 5 | Not listed | 6 | Member |
| ESG/Sustainability | Member (ESG) | 5 | Member (ESG) | 5 | Member (Sustainability) |
Fixed Compensation
Civitas uses an equity-heavy director pay structure: no cash fee for simply serving as a director or committee member; cash fees are paid quarterly only for chair roles (Board Chair $125,000; Audit Chair $25,000; Compensation Chair $20,000; Nominating & Corporate Governance Chair $15,000; Sustainability Chair $20,000) . Ms. Byers was not a chair in 2024; her realized cash fees were $0, and her stock awards (ASC 718 grant-date fair value) totaled $283,871, for total director compensation of $283,871 in FY2024 .
| Component (FY2024) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 0 |
| Stock Awards (ASC 718) | 283,871 |
| Total | 283,871 |
Performance Compensation
Directors receive annual DSUs valued at $300,000 based on the 30-day VWAP; DSUs vest on the earlier of (a) immediately preceding the first annual meeting following grant or (b) first anniversary, and settle only upon separation from the Board; DSUs carry dividend equivalent rights; no options are granted (none outstanding for directors as of year-end 2024) .
| Feature | Detail |
|---|---|
| Award vehicle | Deferred Stock Units (DSUs) with $300,000 grant-date value based on 30-day VWAP . |
| Vesting | Annually, tied to next annual meeting or first anniversary . |
| Settlement | Deferred until separation from Board . |
| Dividends | Dividend equivalent rights on DSUs . |
| Options | No stock options granted; none outstanding for directors as of 12/31/2024 . |
| Performance metrics | None disclosed for director awards; DSUs are time-vested . |
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlock Notes |
|---|---|---|---|
| DTE Energy Company | Utility | Director | No Civitas related party transactions disclosed involving DTE in FY2023–FY2024 . |
| Excelerate Energy, Inc. | LNG infrastructure | Director | No Civitas related party transactions disclosed involving Excelerate in FY2023–FY2024 . |
| Kinetik Inc. | Midstream | Director | No Civitas related party transactions disclosed involving Kinetik in FY2023–FY2024 . |
Civitas’ Related Party Transactions Policy requires Audit Committee review and approval of “Interested Transactions” and explicitly sets thresholds and pre-approvals; no disclosable transactions involving Ms. Byers were reported, while a Driltek transaction related to another director (Carrie Fox) was reviewed and ratified (approx. $195,000 in 2023) .
Expertise & Qualifications
- Financial expertise from 36 years at EY, including leadership roles across energy and multiple sectors; CPA credential (retired) .
- Board cites expertise in market/growth strategy and energy investments as qualifications .
- Served on Civitas’ Audit Committee in 2023–2024; designated “audit committee financial expert” status in 2025 was assigned to other Audit Committee members (Clark, Helms, Trimble, Hudak) .
Equity Ownership
| Metric | Amount |
|---|---|
| DSUs outstanding (12/31/2024) | 9,774 |
| Common stock beneficially owned (incl. DSUs convertible within 60 days upon separation) | 9,774 |
| Ownership percentage | Less than 1% |
| Shares pledged as collateral | Prohibited under governance practices; Insider Trading Policy prohibits hedging/short sales/derivatives without advance approval; governance page notes hedging and pledging prohibited . |
| Settlement timing | DSUs settle only upon Board separation . |
Governance Assessment
- Strengths: Clear independence; very high attendance (≥96% in 2024; ≥85% in 2023) indicating strong engagement; equity-only compensation for non-chairs with DSUs deferring settlement aligns interests and discourages short-termism; prohibitions on hedging/pledging and robust related-party oversight reduce alignment risks .
- Committee fit: Placement on Nominating & Corporate Governance and Sustainability aligns with her cross-industry strategy background and energy market expertise; prior Audit service adds financial oversight depth .
- Potential watch items: Multiple external public boards raise time commitment considerations; monitor for any future transactions with companies where she serves to assess related-party exposure (none disclosed to date) .
- No red flags observed: No director-related party transactions reported for Ms. Byers; no options; DSU structure with dividend equivalents disclosed; Section 16(a) filings were timely for directors and significant holders in 2024 .