Lloyd W. “Billy” Helms, Jr.
CIVITAS RESOURCESAbout Lloyd W. “Billy” Helms, Jr.
Lloyd W. “Billy” Helms, Jr. is an independent director of Civitas Resources, appointed in February 2025. He is a petroleum engineer by training (B.S., Texas Tech University), age 67, and brings four decades of operating leadership, including serving as President and COO of EOG Resources, Inc. . His core credentials include deep shale/Ops expertise, reserves/field development oversight, and audit literacy; he is designated by Civitas as an audit committee financial expert .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| EOG Resources, Inc. | President | Oct 2021 – May 2024 | Oversaw corporate operations and strategy execution |
| EOG Resources, Inc. | Chief Operating Officer | Dec 2017 – Dec 2023 | Led enterprise operations, large-scale development programs |
| EOG Resources, Inc. | EVP, Exploration & Production | Aug 2013 – Dec 2017 | E&P leadership across basins |
| EOG Resources, Inc. | EVP, Operations | Feb 2012 – Aug 2013 | Operations leadership |
| EOG Resources (Canada) | VP & GM, Calgary Office | Mar 2008 – Feb 2012 | International/regional leadership |
| EOG Resources, Inc. | VP, Engineering & Acquisitions | Sep 2006 – Mar 2008 | Engineering/M&A integration |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| — | — | — | No current other public company directorships disclosed |
Board Governance
- Independence: Board determined Helms is independent under NYSE and company standards .
- Committee assignments: Audit Committee (member; designated audit committee financial expert) and Sustainability Committee (member) .
- Board structure and engagement: Civitas separates Chair/CEO roles; independent Chair presides and executive sessions are expected at every regular Board meeting in 2025 .
- Attendance: In 2024 the Board held 15 meetings; most directors achieved ≥96% attendance (Helms joined in 2025; no Helms-specific attendance yet disclosed) .
| Committee | Role | Chair | Notes |
|---|---|---|---|
| Audit Committee | Member | Chair: Morris R. Clark | All members financially literate; Helms is an “audit committee financial expert” |
| Sustainability Committee | Member | Chair: Carrie L. Hudak | Oversees EHS, DEI, public policy, sustainability strategy |
Fixed Compensation
Civitas’ Independent Director Compensation Program (effective May 31, 2023) provides no cash retainer for board or committee membership; cash is paid only to chairs, and equity is delivered as DSUs that defer settlement until the director leaves the Board .
| Component | Amount/Terms |
|---|---|
| Board Chair fee (cash) | $125,000 annually (quarterly installments) |
| Audit Chair fee (cash) | $25,000 annually |
| Compensation Chair fee (cash) | $20,000 annually |
| Nominating & Governance Chair fee (cash) | $15,000 annually |
| Sustainability Chair fee (cash) | $20,000 annually |
| Helms chair fees | None (not a chair) |
Performance Compensation
Independent directors receive annual DSU awards; DSUs vest on the earlier of the day before the next annual meeting or the first anniversary of grant and do not settle until separation from the Board. DSUs carry dividend equivalent rights (cash) paid upon vesting for unvested units and concurrent with dividends for vested units .
| Grant | Grant Date | Units | Vesting | Settlement | Dividend Equivalents |
|---|---|---|---|---|---|
| Pro-rated DSU award (Helms) | Feb 24, 2025 | 1,584 | Per program (annual schedule) | Upon separation from Board | Cash; paid with vesting for unvested units |
Metrics applicable to director equity: None (DSUs are time-based; not performance-vested) .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Other public company boards | None disclosed for Helms |
| Potential interlocks/conflicts | Prior to Helms’ appointment, Civitas and EOG (Helms’ former employer) had ordinary-course joint-interest payments: Civitas received ~$0.5M from EOG and paid ~$1.9M to EOG in FY2024; these were not subject to related-party review then because EOG was not a related party prior to Helms joining the Board . |
| Related-party governance | Audit Committee oversees related-party transactions under a written policy with arm’s-length and materiality tests, pre-approval/ratification processes, and disclosure requirements . |
Expertise & Qualifications
- Petroleum engineering and large-scale unconventional development expertise (Texas Tech B.S.) .
- Enterprise operating leadership (President/COO) at a leading E&P peer; risk, reserves and field development background .
- Audit literacy; designated audit committee financial expert, strengthening financial oversight (controls, reserves, cybersecurity, hedging policies) .
Equity Ownership
| Holder | Common Stock Beneficially Owned | DSUs | RSUs | Total Stock/Stock-Based Holdings | % of Class |
|---|---|---|---|---|---|
| Lloyd W. “Billy” Helms, Jr. | 1,584 | — | — | 1,584 | <1% |
Notes:
- DSU grant on 2/24/2025: 1,584 units (pro‑rated award) .
- Hedging and pledging of Civitas securities are prohibited; director equity is deferred until separation, enhancing alignment .
Governance Assessment
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Strengths
- Independent director with no other public company board commitments; reduces overboarding risk and supports focus .
- Deep operating pedigree and petroleum engineering skillset fit Civitas’ operational profile; adds line-of-sight to capital efficiency and reserves integrity .
- Audit Committee financial expert; bolsters oversight of financial reporting, reserves estimation integrity, and cyber/IT risks .
- Director pay is equity-heavy (DSUs) with deferred settlement, prohibitions on hedging/pledging—strong ownership alignment .
- Board governance posture: independent Chair and regular executive sessions; strong say‑on‑pay support (≈98% in 2024) signal investor confidence in governance and compensation design .
-
Watch items / potential red flags
- Prior EOG leadership and Civitas–EOG joint-interest transactions (FY2024: ~$1.9M paid; ~$0.5M received) create ongoing related‑party sensitivity now that Helms is on the Board; expect robust application of the Related Party Transactions Policy and customary recusals if similar dealings recur .
- Limited disclosed attendance history due to recent appointment (Feb 2025); track 2025–2026 committee and board meeting attendance as it becomes available .
- Not a compensation committee member; however, continue to monitor board‑wide responsiveness to shareholder feedback, though recent votes were supportive (98% LTIP approval and ≈98% say‑on‑pay in 2024) .
Overall, Helms’ operating depth and financial oversight credentials strengthen board effectiveness in Audit and Sustainability, with alignment reinforced by DSU-only director pay; the primary governance risk is managing perceived conflicts from historic EOG ties, mitigated by Civitas’ related‑party policy and committee oversight .