Kayla D. Baird
CIVITAS RESOURCESAbout Kayla D. Baird
Senior Vice President and Chief Accounting Officer of Civitas Resources (CIVI), serving as principal accounting officer and signatory on the company’s 10-K and 10-Q filings. Appointed executive officer effective January 3, 2024; age 53; Bachelor in Accounting from Langston University; Certified Public Accountant. Prior background includes 13 years in public accounting (primarily at Ernst & Young) and senior accounting leadership roles at ConocoPhillips, Permian Resources, EnVen Energy, and Baytex Energy; Civitas compensates executives primarily via equity with PSUs tied to absolute TSR over a three-year period, aligning incentives with shareholder returns .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Civitas Resources, Inc. | Senior Vice President and Chief Accounting Officer | Jan 2024 – Present | Principal accounting officer; SEC filing signatory supporting financial integrity and controls |
| Baytex Energy Corp. | Vice President, U.S. Accounting and Corporate Services | Jun 2023 – Dec 2023 | Led U.S. accounting and corporate services during integration and operations |
| EnVen Energy Corporation | Vice President, Chief Accounting Officer and Controller | Sep 2017 – Apr 2020 | Built and oversaw controllership and reporting; upstream O&G focus |
| Permian Resources, LLC | Chief Accounting Officer | Sep 2014 – Aug 2017 | Led accounting through growth and portfolio changes |
| ConocoPhillips | Director (Lower 48 Strategy & Portfolio Management; Reserves Reporting & Compliance); Manager (Commercial Gas/Crude/NGL; Upstream & Corporate Accounting Policy) | Dates not disclosed | Strategy, reserves compliance, commercial operations, and accounting policy leadership |
| Ernst & Young LLP (Public Accounting) | Audit (primarily large public oil & gas) | 13 years | Audited large public E&Ps; foundations in reporting rigor and controls |
External Roles
- No public company directorships or external board roles disclosed for Baird .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Base Salary | $500,000 | Set in employment letter; subject to annual review by Board/Comp Committee |
| Short-Term Incentive (STIP) | Not eligible | Executives removed from STIP; 100% of incentive delivered in equity |
| Benefits/Perquisites | Standard benefits; 401(k) match up to 6%; minimal perquisites | Medical/dental/vision, disability, life, parking; company-wide programs |
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Payout Range | Vesting | Grant Timing |
|---|---|---|---|---|---|---|
| Performance Stock Units (PSUs) | Absolute TSR over 3-year period | 70% of LTIP target value (mix) | LTIP target $1,000,000; PSU portion determined by 30-day VWAP formula in employment letter | 0% to 225% of target shares earned | Cliff vest at end of performance period (1/1/2024–12/31/2026) | First grant “early 2024,” consistent with other execs |
| Restricted Stock Units (RSUs) | Time-based (retention) | 30% of LTIP target value (mix) | LTIP target $1,000,000; RSU portion determined by 30-day VWAP formula | N/A (time-based) | 3 equal annual installments from grant date | First grant “early 2024” |
- Civitas did not grant stock options and prohibits option/SAR repricing; options are not part of the current program strategy .
- Pay-for-performance: executive incentives are equity-heavy; PSUs based on absolute TSR; RSUs and PSUs both at-risk and forfeitable under certain conditions .
Equity Ownership & Alignment
| Policy Element | Detail |
|---|---|
| Stock Ownership Guideline | Chief Accounting Officer minimum = 1x base salary |
| Time to Comply | 5 years from appointment as executive officer |
| Sales While In Compliance | May sell only if post-sale holdings remain at/above guideline based on contemporaneous price and salary |
| If Not Yet Compliant | Must hold 100% of net shares acquired through LTIP until guideline satisfied |
| Counting Toward Guideline | Outright shares and unvested time-based RSUs count; unvested PSUs do not |
| Anti-Hedging/Pledging | Hedging, margin, options trading, short sales prohibited; pledging by executive officers prohibited |
| Option Awards | None granted since 2017; no repricing allowed |
Implication: RSU vesting creates potential incremental sellable liquidity, but mandatory holding requirements until guideline compliance and anti-pledging/hedging rules materially reduce near-term selling pressure .
Employment Terms
| Term | Detail |
|---|---|
| Offer/Agreement | Employment letter dated Nov 28, 2023; CAO role effective Jan 3, 2024; reports to CFO |
| Base Salary | $500,000 |
| LTIP Target | $1,000,000 annually; mix 70% PSUs (absolute TSR), 30% RSUs; number of units based on 30-day VWAP pre-grant |
| Additional Agreements | LTIP, Severance Plan, Proprietary Information & Inventions Agreement (PIIA), Indemnification Agreement referenced |
| Severance Plan (general terms) | Tiered structure; multiples apply on Qualifying Termination (without cause or for good reason) and change-in-control: 2.0x/1.5x/1.0x base salary paid over 24/12/12 months, respectively; COBRA reimbursement for 24/12/12 months; if within 12 months of change in control: 3.0x/2.5x/2.0x base salary lump sum; COBRA for 24/18/18 months; equity per award agreements; no excise tax gross-ups . |
Note: The proxy does not disclose Baird’s specific tier assignment in the Severance Plan; equity acceleration requires double-trigger (non-assumption or qualifying termination) .
Investment Implications
- Alignment: Compensation highly equity-oriented with PSUs tied to absolute TSR over three years, reinforcing long-term value creation and shareholder alignment; no STIP reduces cash volatility and emphasizes capital discipline and returns focus .
- Retention risk: Standard severance economics and double-trigger equity acceleration reduce turnover risk in benign scenarios; ownership guidelines and mandatory holding of net LTIP shares until compliant further tether the executive to equity outcomes .
- Selling pressure: RSU vesting over three years introduces periodic liquidity; however, anti-hedging/anti-pledging policies and guideline compliance requirements constrain disposals, mitigating near-term insider selling risk .
- Governance/Execution: As principal accounting officer and SEC filing signatory, Baird’s role is pivotal to financial reporting quality and controls; no options, no repricing, and clawback/recoupment policies lower governance red flags and enhance accountability standards .
- Watch items: Monitor Form 4 filings for RSU vesting settlements and any sales post-vesting, progression toward 1x salary ownership compliance within five years, and future LTIP design changes (metric mix, hurdles) that could signal shifting management confidence or risk posture .