Morris R. Clark
CIVITAS RESOURCESAbout Morris R. Clark
Independent director at Civitas Resources since November 2021; age 57. He chairs the Audit Committee and serves on the Compensation Committee. Prior roles include Vice President & Treasurer and Assistant Treasurer at Marathon Oil, with earlier positions in tax and accounting at Enron North America, Bracewell & Patterson, and Touche Ross. He holds a B.S. in Accounting (Southern University), J.D. (Tulane Law School), and LL.M. (NYU School of Law), and is designated by Civitas as having financial expertise suitable for audit oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Marathon Oil Corporation | Vice President & Treasurer | Jan 2014 – Jul 2019 | Corporate finance, liquidity, risk management oversight |
| Marathon Oil Corporation | Assistant Treasurer | 2007 – Jan 2014 | Treasury operations, capital markets |
| Enron North America | Senior Tax Counsel | Not disclosed | Corporate tax strategy and compliance |
| Bracewell & Patterson | Tax Attorney | Not disclosed | Tax advisory and legal counsel |
| Touche Ross & Company | Senior Accountant | Not disclosed | Financial reporting and audit experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sitio Royalties Corp. | Director | Jun 2022 – Present | Public board governance |
| University of St. Thomas (Houston) | Board of Trustees | 2017 – Present | Educational governance |
| Extraction Oil & Gas, Inc. | Director | Jan 2021 – Oct 2021 | Predecessor board service prior to Civitas formation |
Board Governance
- Committee assignments: Audit Committee Chair; Compensation Committee member .
- Audit Committee financial expert: Board determined Clark (and other committee members) qualifies as an “audit committee financial expert” per SEC rules .
- Independence status: Board affirmatively determined Clark is independent under NYSE standards .
- Attendance: In 2024, all directors except one attended at least 96% of Board/committee meetings; implies Clark’s attendance ≥96% .
- Years of service: Director since November 2021 .
- 2024 committee meeting counts: Audit (7), Compensation (6), Nominating & Corporate Governance (6), Sustainability (5) .
Fixed Compensation
| Component | 2024 Amount/Terms | Notes |
|---|---|---|
| Chair cash fee (Audit) | $25,000 | Paid quarterly; no cash retainer for base director service |
| Equity grant (DSUs) | $300,000 grant-date value (30-day VWAP) | Annual DSUs; vest on earlier of day before next annual meeting or first anniversary; settlement deferred until director leaves Board |
| 2024 Stock Awards (ASC 718) | $283,871 | Aggregate grant-date fair value reported; includes dividend equivalent rights |
| 2024 Total Director Compensation | $308,871 | Sum of cash chair fee and stock awards |
- DSU program features: DSUs vest annually; dividend equivalents paid on vested DSUs when dividends are paid, and on unvested DSUs when they vest; DSUs settle only upon Board separation .
Performance Compensation
| Metric Category | Structure | Detail |
|---|---|---|
| Performance metrics tied to director equity | Not applicable | Independent directors receive time-based DSUs; no PSU or TSR-based metrics apply to directors |
| Vesting/Settlement | Time-based vesting; deferred settlement | Vests annually; settlement in shares upon director’s separation from Board |
Other Directorships & Interlocks
- Current public board: Sitio Royalties Corp. (E&P royalty company) .
- Board composition interlocks and related-party context:
- Driltek, led by fellow director Carrie M. Fox, provided ~$0.5 million services in FY2024 under a master services agreement inherited via Tap Rock; ratified under Civitas Related Party Transactions Policy and deemed arm’s-length and ordinary course. Independence of Fox was evaluated with this transaction .
- EOG Resources transactions (payments to/from EOG in 2024) were ordinary-course; EOG became a counterparty before director Helms joined Civitas; not a related party at the time and not subject to policy review .
- No related-party transactions disclosed involving Clark personally beyond standard director compensation .
Expertise & Qualifications
- Financial expertise in corporate finance, accounting, and taxation; extensive executive experience in oil and gas treasury and finance .
- Educational credentials: B.S. Accounting (Southern University), J.D. (Tulane), LL.M. (NYU) .
- Audit oversight qualifications and designation as financial expert per SEC standards .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| DSUs outstanding & deferred (#) | 32,805 | As of Dec 31, 2024 |
| Beneficial ownership % | <1% | Reported as “*” less than 1% in Security Ownership table |
| Hedging/Pledging | Prohibited | Insider Trading Policy prohibits hedging and margin; executive pledging banned; independent directors’ DSUs structured to defer settlement |
| Director stock ownership guideline | Retention requirement in lieu of multiplier | Independent directors removed from general Stock Ownership Policy but must retain all Civitas shares received from director equity awards until separation from the Board |
Shareholder Votes and Engagement Signals
| Item | Year | For | Against/Withheld | Broker Non-Votes | For % |
|---|---|---|---|---|---|
| Director election – Morris R. Clark | 2025 | 73,459,515 | 740,000 | 6,141,713 | 99.00% (computed) |
| Director election – Morris R. Clark | 2024 | 84,197,845 | 71,193 | 3,836,922 | 99.92% (computed) |
| Director election – Morris R. Clark | 2023 | 74,813,145 | 82,664 | 1,897,596 | 99.89% (computed) |
| Say‑on‑Pay (NEO comp, advisory) | 2025 | 71,589,256 | 2,406,074 | 6,141,713 | 96.74% (computed) |
| Say‑on‑Pay (NEO comp, advisory) | 2024 | 82,413,970 | 1,764,340 | 3,836,922 | 97.91% (computed) |
High for-vote percentages on Clark’s election across 2023–2025 indicate strong shareholder support; advisory Say‑on‑Pay outcomes in 2024–2025 also show robust approval, suggesting alignment with investor expectations .
Governance Assessment
- Strengths
- Independent audit chair with deep finance/tax background; designated audit committee financial expert—supports strong internal control and reporting oversight .
- High meeting attendance (≥96%) and multi-year shareholder support (>99% for-votes for director election)—signals engagement and investor confidence .
- Director pay structure ties equity to long-term value via DSUs with deferred settlement; no director base cash retainer, only chair fees—reduces cash bias and aligns with shareholders .
- Robust policies: anti-hedging/margin; related-party transactions reviewed under formal policy; independent compensation consultant for exec/director pay .
- Potential concerns/RED FLAGS
- None disclosed specific to Clark (no related-party transactions, pledging, or hedging). Board-level related-party items (Driltek services under a fellow director; EOG payments before Helms joined) were addressed via policy and not linked to Clark .
- DSUs are time-based (no performance metrics for director equity); however, deferral until separation promotes long-term alignment .
Overall: Clark’s finance acumen and audit leadership, combined with strong attendance and consistent shareholder backing, support board effectiveness and investor confidence. No personal conflicts or pay anomalies are disclosed .