Marianella Foschi
CIVITAS RESOURCESAbout Marianella Foschi
Marianella Foschi (age 37) serves as Chief Financial Officer and Treasurer of Civitas Resources; she has been an executive officer since November 2021 and assumed the Treasurer title in January 2024. She holds dual bachelor’s degrees (Finance; Economics, with highest honors) from the University of Texas at Austin, and previously worked at Credit Suisse and The Blackstone Group before joining Extraction Oil & Gas (a Civitas legacy company) where she rose to CFO . Civitas’ executive pay program is highly equity‑weighted with no STIP for executives; 2024 LTIP was 70% PSUs and 30% RSUs with PSUs tied to 3‑year absolute TSR, aligning pay with shareholder returns . As of year‑end 2024, her base salary was $805,600 after a 6% increase approved in February 2024; no annual cash bonus was paid for 2024 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Civitas Resources, Inc. | Chief Financial Officer and Treasurer | Jan 2024 – Present | Finance leadership for scaled DJ/Permian E&P; equity-heavy comp alignment . |
| Civitas Resources, Inc. | Chief Financial Officer | Nov 2021 – Jan 2024 | Led finance post‑merger integration; helped execute large-scale 2023 acquisitions (one-time transaction bonus paid in 2023) . |
| Extraction Oil & Gas, Inc. | Chief Financial Officer | Jan 2021 – Oct 2021 | Public E&P CFO; oversaw capital markets and restructuring legacy . |
| Extraction Oil & Gas, Inc. | VP, Finance; Director, Finance | 2015 – 2021 | Built finance function; progressed to CFO prior to Civitas merger . |
| The Blackstone Group | Associate (Energy) | 2012 – 2015 | Invested ~$1.5B of private capital in energy (mezzanine debt/equity) . |
| Credit Suisse (Houston) | Energy Investment Banking Analyst | 2010 – 2012 | Capital markets/advisory for oil & gas clients . |
External Roles
- No external public company directorships disclosed in Civitas’ 2025 Proxy or company leadership page .
Fixed Compensation
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $599,327 | $729,952 | $796,831 |
| Bonus | — | $760,000 (one‑time transaction cash bonus) | — (no STIP for executives) |
| Non‑Equity Incentive Plan Comp | $124,264 | — | — |
| All Other Compensation | $48,978 | $33,143 | $21,480 (401k match $20,700; reserved parking $780) |
| Base Salary as of 12/31 | n/a | n/a | $805,600 (6% increase in Feb 2024) |
Notes:
- Executives do not participate in the STIP; Board removed executive STIP eligibility at the Extraction merger and maintained this through 2024 .
Performance Compensation
2024 LTIP Awards (grant date 02/19/2024)
| Component | Weighting | Grant details | Vesting/performance |
|---|---|---|---|
| PSUs | 70% of grant-date value | 26,452 target PSUs; grant‑date fair value $1,971,997 | 3‑year absolute TSR; 0%–225% payout; cliff vest at end of 3‑year period (measurement ends 12/31/2026) |
| RSUs | 30% of grant-date value | 11,337 RSUs; grant‑date fair value $715,251 | Time‑based vesting in three equal annual installments on each anniversary of 02/19/2024 |
Outstanding Equity Awards at 12/31/2024 (market value at $45.87 close)
| Grant date | RSUs (#) | Market value | PSUs (# target) | Market value |
|---|---|---|---|---|
| 02/23/2022 | 2,962 | $135,867 | — | — |
| 02/28/2023 | 7,313 | $335,447 | 25,597 | $1,174,134 |
| 02/19/2024 | 11,337 | $520,028 | 26,452 | $1,213,353 |
2024 Stock Vested
| Metric | 2024 |
|---|---|
| Shares acquired on vesting (gross) | 124,122 |
| Value realized on vesting | $7,756,852 |
Performance Metrics and Payout Mechanics
- PSUs measured on absolute TSR over 3 years; payout range 0%–225% of target; cliff‑vest post‑measurement .
- RSUs vest ratably over 3 years; forfeit on voluntary departure without good reason; double‑trigger acceleration applies on qualifying CIC events per plan .
Equity Ownership & Alignment
| As of | Common stock owned | Warrants | RSUs counted toward holdings | Total stock and stock‑based holdings | % of class |
|---|---|---|---|---|---|
| April 7, 2025 | 90,298 | 318 Tranche B Warrants (exercise price $104.45) | 25,329 | 115,945 | <1% |
Additional alignment policies and observations:
- Ownership guidelines: CFO/direct reports to CEO must hold ≥2x base salary in stock within 5 years of appointment; time‑based RSUs count, PSUs do not. Executives may only sell if still compliant on sale date .
- Anti‑hedging/anti‑pledging: Hedging, short sales, options trading, margin purchases prohibited; pledging of stock prohibited for executive officers .
- No stock options outstanding; company has not granted options since 2017 .
Employment Terms
| Topic | Key terms |
|---|---|
| Role and tenure | Executive officer since Nov 2021; CFO and Treasurer since Jan 2024 . |
| Severance Plan tier | Tier 2 executive under Eighth Amended and Restated Executive Change in Control and Severance Plan . |
| Double‑trigger vesting | Equity accelerates only if awards are not assumed or if terminated without cause/resigns for good reason within 12–24 months post‑CIC . |
| No excise tax gross‑ups | Neither the Severance Plan nor employment arrangements provide excise tax gross‑ups . |
| Clawback/recoupment | Company maintains an SEC‑compliant Clawback Policy and a separate recoupment policy for “Detrimental Conduct” . |
| Restrictive covenants | Severance benefits conditioned on compliance with restrictive covenants in the executive’s Restrictive Covenants Agreement . |
| Prior employment agreement (Extraction) | If a qualifying termination occurred within 12 months after a change in control (legacy Extraction terms), severance multiple for Ms. Foschi was 2.0x base salary (summary of historical agreement) . |
Hypothetical Payments if Terminated 12/31/2024 (per 2025 Proxy)
| Scenario | Cash severance | RSUs | PSUs | Health payment | Total |
|---|---|---|---|---|---|
| Termination without cause/Resignation for good reason | $1,208,400 | $510,713 | $1,446,757 | $8,609 | $3,174,479 |
| Termination for disability or death | — | $1,195,468 | $2,840,708 | — | $4,036,176 |
| Change in control (qualifying) | $2,014,000 | $1,195,468 | $2,840,708 | $12,914 | $6,063,090 |
Insider Activity and Vesting Schedules
- 2025 open‑market activity: Filed a Form 4 on May 9, 2025 reporting an open‑market purchase at ~$27.65 per share .
- 2025 RSU/PSU‑related filings: February 12 and February 23, 2025 Form 4s reflect RSU vesting and related tax withholding; RSUs from 2/19/2024 grant are scheduled to vest in equal tranches on 2/24/2026, 2/24/2027, 2/24/2028 .
- 2024 vesting/tax events: February 23, 2024 Form 4 noted shares withheld for taxes upon RSU vesting .
Implications:
- Scheduled RSU vest dates and annual tax‑withholding sales can create periodic, mechanical selling pressure; recent open‑market purchasing (May 2025) is a positive signal for alignment .
Performance & Track Record
- Transaction execution: Civitas awarded Foschi a one‑time special transaction cash bonus in 2023 tied to large‑scale acquisitions, evidencing critical role in value‑creating M&A integration ($760,000) .
- Recognition: Honored as a 2023 “Influential Women in Energy” by Hart Energy; previously a Denver Business Journal “40 Under 40” honoree during her Extraction CFO tenure .
Compensation Structure Analysis
- Shift to at‑risk equity: Executives received no STIP in 2024; 100% of incentive pay delivered in equity (70% PSUs, 30% RSUs), increasing leverage to stock performance and multi‑year TSR .
- Multi‑year PSU horizon: PSUs vest on absolute TSR after three years, promoting durable value creation rather than short‑term metrics .
- Governance safeguards: Double‑trigger CIC vesting; no excise tax gross‑ups; clawback and separate recoupment policy; anti‑hedging and anti‑pledging policies .
Compensation Peer Context and Say‑on‑Pay
- The Compensation Committee benchmarks against an E&P peer set and emphasizes pay‑for‑performance; advisory say‑on‑pay proposal submitted to shareholders annually (no specific approval percentages disclosed in the 2025 proxy excerpt) .
Employment Transition Risk (Merger Context)
- Pending SM Energy merger: Company communication indicates the combined company’s CFO will be SM Energy’s Wade Pursell; Foschi is assisting integration and “potentially beyond,” but will not be CFO of the combined entity—introducing role transition/retention risk .
Investment Implications
- Alignment: Foschi’s compensation is heavily equity‑based with PSU payouts tied to absolute TSR, robust ownership guidelines (2x salary), and prohibitions on pledging/hedging—favorable for shareholder alignment and reducing risk‑taking distortions .
- Retention/transition: With the SM Energy CFO slated to lead finance post‑close, continuity risk exists; however, double‑trigger CIC protections, defined severance economics (Tier 2), and vesting mechanics may mitigate abrupt departures while also limiting windfall risk .
- Trading signals: An open‑market purchase in May 2025 near ~$27.65 suggests confidence after significant stock price compression vs the $45.87 YE‑2024 mark; upcoming RSU tranche vest dates (Feb 2026–2028) imply predictable, administrative stock sales for taxes rather than discretionary selling .
- Pay levels: Total reported pay moved from $2.68M (2022) to $5.02M (2023) then $3.51M (2024), with lower 2024 grant values vs 2023’s M&A‑driven year; absence of STIP heightens sensitivity to long‑term share performance .