Howard A. Willard III
CIVITAS RESOURCESAbout Howard A. Willard III
Howard A. Willard III (age 61) is an Independent Director of Civitas Resources, Inc., serving since November 2021; he chairs the Compensation Committee and is a member of the Nominating and Corporate Governance Committee . He previously served as CEO (2018–2020), COO (2015–2018), and CFO (2011–2015) of Altria Group, with earlier roles at Salomon Brothers and Bain & Co.; he holds a BA from Colgate University and an MBA from the University of Chicago . The Board identifies his core credentials as significant experience in large public company executive management and board roles .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Altria Group, Inc. | Chief Executive Officer | May 2018 – Apr 2020 | Led a large-cap public company; board and executive leadership experience |
| Altria Group, Inc. | Executive Vice President & Chief Operating Officer | Mar 2015 – May 2018 | Senior operating leadership at scale |
| Altria Group, Inc. | Executive Vice President & Chief Financial Officer | Jan 2011 – Feb 2015 | Senior financial leadership; capital allocation expertise |
| Altria Group, Inc. (earlier roles) | Various roles since joining as Assistant Controller | Since 1992 | Progressive financial/operational responsibility |
| Salomon Brothers | Professional | Not disclosed | Finance/investment background |
| Bain & Co. | Consultant | Not disclosed | Strategy/operations consulting background |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Extraction Oil & Gas, Inc. | Director | Jan 2021 – Oct 2021 | Prior public company board role |
| Altria Group, Inc. | Chair | May 2018 – Apr 2020 | Board leadership role |
| SABMiller plc | Director | Aug 2009 – Jul 2015 | Prior public company directorship |
Board Governance
- Current CIVI committee roles: Compensation Committee Chair; Nominating & Corporate Governance Committee member .
- 2024 committee meeting cadence: Compensation (6), Nominating & Corporate Governance (6); Board held 15 meetings in 2024 .
- Attendance: All directors other than Jeffrey E. Wojahn attended at least 96% of aggregate Board and committee meetings in 2024; all directors serving at the time attended the 2024 Annual Meeting .
- Independence and structure: Willard is an Independent Director; CIVI separates the Board Chair and CEO roles; Board committees are composed entirely of independent directors .
- Executive sessions: Independent directors routinely meet in executive session immediately before or after Board meetings .
- Compensation Committee remit (chaired by Willard): CEO pay approval based on goals, oversight of compensation and benefit plans, human capital and succession planning, implementation of Clawback and Recoupment policies, review of Say-on-Pay results, and sole authority over independent compensation consultants .
- Clawback: Company maintains an NYSE-compliant clawback policy; Compensation Committee oversees policy implementation .
- Compensation Committee Report: Signed by “Howard A. Willard III, Chair,” evidencing active leadership .
Fixed Compensation (Director)
| Year | Fees Earned in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 20,000 (Compensation Committee Chair) | 283,871 (DSUs; ASC 718 grant-date fair value) | 303,871 |
- Program design for independent directors: No cash fee solely for serving as a director or committee member; cash fees are paid only for serving as Board/committee chair (Board Chair $125,000; Audit $25,000; Compensation $20,000; Nominating & Corporate Governance $15,000; Sustainability $20,000) .
- All directors serving on the Board do not receive additional compensation if they are company executives (not applicable to Willard) .
Performance Compensation (Director awards and NEO metrics context)
- Director equity awards structure (Willard): Annual grant of Deferred Stock Units (DSUs) with a grant-date value equal to $300,000 based on CIVI’s 30‑day VWAP; DSUs vest on the earlier of (a) the day immediately preceding the first annual meeting following grant or (b) the first anniversary; vested DSUs settle only upon separation from the Board; DSUs carry dividend equivalent rights (cash on vested DSUs at dividend pay dates; for unvested DSUs when they vest) .
| Component | Applies To | Performance Metric | Weight | Vest/Settlement | Value Basis |
|---|---|---|---|---|---|
| DSU (annual) | Independent directors | None (time-based) | N/A | Vest earlier of pre-annual meeting or 1-year; settle at Board separation | $300,000 grant-date value via 30-day VWAP |
- Context as Compensation Committee Chair (executive LTI design in 2024): PSUs (70%) tied to three-year absolute TSR; RSUs (30%) time‑based; “Absolute Total Shareholder Return” identified as the most important performance measure for 2024 Pay vs. Performance disclosure .
| Executive LTI Component (2024) | Metric | Weight |
|---|---|---|
| PSUs | Absolute TSR | 70% |
| RSUs | Time-based | 30% |
Other Directorships & Interlocks
- Disclosed other directorships are prior roles; no current external public board roles are listed for Willard in the 2025 proxy .
- Related-party transactions: The proxy discloses the Related Party Transactions Policy and specific transactions (e.g., CPPIB secondary sale; Driltek services linked to another director; EOG interactions linked to a 2025 appointee); no related‑party transactions are disclosed involving Willard .
Expertise & Qualifications
- Education: BA, Colgate University; MBA, University of Chicago .
- Board-stated qualifications: Significant experience in large public company executive management and board roles (CEO/CFO/COO experience) .
- Committee leadership: Chairs the Compensation Committee with authority over CEO compensation, succession planning, use of independent consultants, and clawback oversight .
Equity Ownership
| Holder | Common Stock Beneficially Owned (shares) | DSUs Outstanding and Deferred (#) | Percent of Class |
|---|---|---|---|
| Howard A. Willard III | 32,805 (includes DSUs per footnote methodology) | 32,805 | <1% (“*”) |
- Settlement/vesting features: DSUs vest annually and do not settle until separation from the Board; DSUs have dividend equivalent rights as described above .
- Hedging and pledging: CIVI prohibits hedging and pledging of company securities; the Insider Trading Policy further restricts options trading, short sales, margin, and hedging without advance approval .
- Options: No stock options were awarded to independent directors in 2024 and none were outstanding as of December 31, 2024 .
Governance Assessment
- Board effectiveness and engagement: Willard holds a central governance role as Compensation Committee Chair and NCGC member; committee cadence is active (Comp 6; NCGC 6 in 2024), and overall director attendance was strong (≥96% for all directors except one; Willard attended the 2024 Annual Meeting) .
- Independence and alignment: Willard is independent; CIVI maintains separate Chair/CEO roles; committees are fully independent; director equity is granted as DSUs that settle post‑service, promoting long‑term alignment .
- Pay structure quality: Director pay is primarily equity-based with cash limited to chair fees; no option grants to directors in 2024; DSUs include dividend equivalents and delayed settlement to reinforce oversight independence .
- Shareholder signals: Say‑on‑Pay approval was approximately 98% in 2024; the Compensation Committee (chaired by Willard) considered this a solid endorsement of practices .
- Risk controls: Robust clawback and recoupment framework; anti‑hedging/anti‑pledging policies; independent compensation consultant engaged by the Compensation Committee .
- Red flags: No proxy‑disclosed related‑party transactions, hedging/pledging, or option repricing involving Willard; attendance and independence metrics are positive .