Jeffrey E. Wojahn
CIVITAS RESOURCESAbout Jeffrey E. Wojahn
Jeffrey E. Wojahn, age 62, is an Independent Director of Civitas Resources, Inc. (CIVI), serving on the Board since November 2021. He chairs the Nominating and Corporate Governance Committee (NCGC) and is a member of the Compensation Committee, bringing 30+ years of oil and gas operating experience (Encana EVP/President; co-founder of KODA Resources) and holds a B.S. from the University of Calgary . The Board has affirmatively determined he is independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Encana Oil & Gas (USA) Inc. | President | 2006–2013 | Led U.S. operating unit; unconventional resource development experience |
| Encana Corporation | Executive Vice President | 2003–2013 | Senior executive oversight across operations/development |
| Various industry roles | Senior management and operational positions | 1985–2003 | Unconventional resource play development experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| KODA Resources, LLC | Co‑founder | Mar 2017 – Present | Private E&P company |
| Baytex Energy Corp. | Director | Jun 2023 – Present | Public E&P; current external public board |
| Ranger Oil Corporation | Director | Sep 2019 – Jun 2023 | Former public E&P |
| Bonanza Creek Energy, Inc. | Director | Nov 2014 – Oct 2021 | Former public E&P; CIVI predecessor lineage |
| Morgan Stanley Energy Partners | Strategic Advisory Board Member | Oct 2014 – Apr 2017 | Advisory role (private markets) |
Board Governance
| Item | Status/Detail |
|---|---|
| Independence (NYSE) | Independent; Board determined Mses. Byers, Fox, Hudak and Messrs. Clark, Helms, Trimble, van Kempen, Willard, and Wojahn are independent |
| Committee Assignments | Chair, Nominating & Corporate Governance Committee; Member, Compensation Committee |
| Committee Responsibilities | NCGC: director nominations, governance processes, board/committee structure, succession/refreshment, CEO goals/evaluation . Compensation Committee: risks related to comp; human capital; succession . |
| 2024 Meetings Held (by committee) | Audit 7; Compensation 6; NCGC 6; Sustainability 5 |
| Board Meetings Held 2024 | 15 |
| Attendance 2024 (Board + assigned committees) | 74%; company notes one illness absence; excluding that, would have exceeded 75% |
| Annual Meeting Attendance (2024) | All directors attended the 2024 Annual Meeting |
| Board Leadership | Separate Chair and CEO; independent directors hold executive sessions at each regularly scheduled meeting in 2025 |
| Committee Independence | Audit, Compensation, and NCGC comprised entirely of independent directors |
Fixed Compensation
| Year | Cash Fees ($) | Description | Policy Reference |
|---|---|---|---|
| 2024 | 15,000 | NCGC Chair retainer earned in 2024 | Chairs only receive cash fees; no cash fee for director or committee membership otherwise |
Performance Compensation
| Year | Stock Awards ($) | Instrument | Key Terms | Options Outstanding |
|---|---|---|---|---|
| 2024 | 283,871 | DSUs | Annual grant sized to ~$300,000 based on 30‑day VWAP; DSUs vest on earlier of day before next annual meeting or 1‑year; settlement deferred until separation; dividend equivalents paid | None; no director stock options awarded or outstanding as of 12/31/2024 |
Other Directorships & Interlocks
| Company | Sector | Current/Former | Potential Interlock/Overlap |
|---|---|---|---|
| Baytex Energy Corp. | E&P | Current | Same industry; Board affirms independence for Wojahn |
| Ranger Oil Corporation | E&P | Former | Former public E&P; no current interlock |
| Bonanza Creek Energy, Inc. | E&P | Former | CIVI predecessor lineage; historical role |
Expertise & Qualifications
- 30+ years in oil and gas with significant operational and development leadership, including Encana EVP/President roles and unconventional resource development experience; B.S., University of Calgary .
- Board concluded he is qualified due to extensive industry and executive experience .
Equity Ownership
| As of | Common Stock Beneficially Owned | DSUs Outstanding and Deferred | Ownership % of Class | Pledging/Hedging |
|---|---|---|---|---|
| Apr 7, 2025 | 38,335 shares | 16,566 units | <1% | Hedging and pledging of CIVI securities prohibited; director equity awards are deferred until separation |
| Options (Director) | — | — | — | No stock options outstanding as of 12/31/2024 |
Governance Assessment
- Committee leadership and remit: As NCGC Chair, oversees board composition, governance processes, succession/refreshment, and CEO goal‑setting/evaluation—key levers for board effectiveness .
- Independence and structure: Independence affirmed; committees comprised entirely of independents; separated Chair/CEO with regular executive sessions—supportive of oversight rigor .
- Attendance risk indicator: 2024 attendance at 74% is below the common 75% threshold; company attributes shortfall to one illness absence (would have exceeded 75% otherwise)—a watch item for engagement consistency .
- Pay mix and alignment: Director pay is heavily equity‑based (DSUs $283,871 vs. $15,000 cash chair fee), with deferral until board separation and dividend equivalents—strong long‑term alignment; no options granted .
- Ownership: Holds 38,335 shares beneficially and 16,566 deferred DSUs; overall ownership <1% of shares outstanding; company prohibits hedging/pledging, reducing misalignment risk .
- Related‑party exposure: Proxy independence discussion highlights a specific related‑party consideration for another director; no related‑party transactions disclosed for Wojahn .
- External boards: Serves on Baytex Energy’s board (E&P); within CIVI’s guideline limiting directors to no more than four other public boards absent approval—monitor for sector overlap but independence affirmed .
RED FLAGS / Watch items: 2024 attendance below 75% (mitigated by illness explanation) . Potential sector overlap via Baytex directorship—monitor for conflicts notwithstanding independence determination .
Citations:
CIVI 2025 Proxy – Director biography (Wojahn)
CIVI 2025 Proxy – Director independence and leadership structure
CIVI 2025 Proxy – Meetings, attendance, and risk oversight responsibilities
CIVI 2025 Proxy – Committee membership table and meeting counts
CIVI 2025 Proxy – NCGC description and membership; Annual meeting attendance
CIVI 2025 Proxy – Independent Director Compensation Program; fee schedule; 2024 director compensation table
CIVI 2025 Proxy – DSUs outstanding; no options for independent directors
CIVI 2025 Proxy – Governance practices: no hedging/pledging; deferred issuance of director equity
CIVI 2025 Proxy – Director qualification guidelines including outside board limit
CIVI 2025 Proxy – Security ownership table (beneficial ownership and % of class)