Travis L. Counts
CIVITAS RESOURCESAbout Travis L. Counts
Travis L. Counts (age 47) is Civitas Resources’ Chief Administrative Officer and Corporate Secretary; he has been an executive officer since August 2022 and previously served as Chief Legal Officer and Secretary (Aug 2022–Oct 2023). He holds a B.A. from Vanderbilt University and a J.D. from Tulane University School of Law . Civitas eliminated executive participation in its STIP in 2021 and now delivers incentive pay entirely via equity with PSUs tied to three‑year absolute TSR and time‑based RSUs, making TSR the sole compensation-linked performance measure disclosed for 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Civitas Resources, Inc. | Chief Administrative Officer & Corporate Secretary | Oct 2023–Present | Senior administrative and corporate governance leadership |
| Civitas Resources, Inc. | Chief Legal Officer & Secretary | Aug 2022–Oct 2023 | Led legal function and corporate secretary duties |
| Bracewell LLP | Partner | Sep 2021–Jul 2022 | Senior legal practice experience relevant to energy sector |
| ConocoPhillips | Executive Advisor & Consultant | Jan 2021–Jun 2021 | Advisory role in oil & gas operations |
| Concho Resources Inc. | SVP, General Counsel & Corporate Secretary (various roles since Apr 2013) | 2017–Jan 2021 (SVP GC) | Executive legal leadership at an E&P operator |
| Halcon Resources Corp.; Petrohawk Energy Corp. | Various in-house legal positions | 2010–2013 | Corporate legal roles in upstream energy |
| Hinkle Elkouri Law Firm L.L.C. | Equity Member and other positions | 2004–2010 | Law firm leadership and practice |
External Roles
No public company directorships disclosed for Counts .
Fixed Compensation
Multi-year compensation summary (ASC 718 grant-date fair value for stock awards):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | 275,625 | 741,058 | 791,589 |
| Bonus ($) | — | 755,000 | — |
| Stock Awards ($) | 2,570,397 | 3,161,580 | 2,669,544 |
| Non-Equity Incentive Plan ($) | — | — | — |
| All Other Compensation ($) | 40,455 | 58,662 | 20,700 |
| Total ($) | 2,886,477 | 4,716,300 | 3,481,833 |
Additional fixed pay datapoints:
- 2024 base salary as of 12/31/24: $800,300; approved with a 6% increase in Feb 2024 .
- All Other Compensation in 2024 includes a $20,700 401(k) match; executives do not participate in the STIP (unchanged since Nov 1, 2021) .
Performance Compensation
Program design and 2024 grants:
- LTIP mix: 70% PSUs (absolute TSR over 3 years), 30% RSUs (time-based, 3-year ratable vesting) .
- 2024 grant (Feb 19, 2024): RSUs 11,262 (fair value $710,520); PSUs target 26,278 (threshold 2,628; maximum 59,126; fair value $1,959,025). PSUs cliff vest at 12/31/2026 based on annualized absolute TSR .
| Incentive Type | Metric | Weighting | Target/Threshold/Max | Vesting | 2024 Grant Detail |
|---|---|---|---|---|---|
| PSUs (2024) | Absolute TSR (3-year annualized) | 70% of LTIP | 0%<0; 10%=10%; 5%=50%; 10%=100%; 12%=120%; 15%=150%; 20%=200%; ≥22.5%=225% of target | Cliff at 12/31/2026; linear interpolation between thresholds | Target 26,278; Threshold 2,628; Max 59,126; Grant-date FV $1,959,025 |
| RSUs (2024) | Time-based | 30% of LTIP | N/A | 1/3 annually on each of first three grant anniversaries | 11,262 units; Grant-date FV $710,520 |
Other provisions:
- No stock options granted in 2024; company has not granted options/SARs since 2017 .
- Executives are excluded from the STIP; incentive pay fully via equity to strengthen alignment .
2024 vested equity realized:
| Metric | FY 2024 |
|---|---|
| Shares acquired on vesting (RSUs/PSUs) | 18,895 |
| Value realized on vesting ($) | 1,062,222 |
Equity Ownership & Alignment
Beneficial ownership (as of April 7, 2025):
| Category | Shares/Units | % of Class |
|---|---|---|
| Common Stock Beneficially Owned | 28,770 | * |
| Restricted Stock Units (Deferred/Restricted Units) | 32,270 | * |
| Total Stock and Stock-Based Holdings | 61,040 | * |
Outstanding unvested awards (as of 12/31/24; market value at $45.87/share):
| Grant Date | RSUs Unvested (#) | RSUs MV ($) | PSUs Unearned (#) | PSUs MV ($) |
|---|---|---|---|---|
| 08/01/2022 | 6,381 | 292,696 | — | — |
| 02/28/2023 | 4,843 | 222,148 | 16,953 | 777,634 |
| 11/08/2023 | 1,938 | 88,896 | 6,783 | 311,136 |
| 02/19/2024 | 11,262 | 516,588 | 26,278 | 1,205,372 |
Ownership guidelines and trading constraints:
- Stock ownership policy: direct reports to the CEO must hold 2x base salary; five years to achieve; executives must hold 100% of net shares from LTIP until compliant; PSUs do not count toward compliance .
- Risk controls: compensation program prohibits repricing/backdating; prohibits derivative transactions in common stock; heavy weight to at-risk equity to align with TSR outcomes .
Employment Terms
Contracts and restrictive covenants:
- No employment agreements/offer letters obligating ongoing compensation beyond base salary, LTIP, participation in Severance Plan, and standard benefits .
- Restrictive Covenants Agreement: non-compete within 25-mile radius of any Company mineral property interests; non-solicit of employees/customers; confidentiality and non-disparagement obligations during and after employment (exceptions for preexisting activities and permitted investments) .
Severance and change-of-control economics (Counts is Tier 2):
- Cash severance: 150% of base salary upon termination without Cause or resignation for Good Reason; 250% of base salary if within 12 months post‑change-in-control (lump sum) .
- COBRA reimbursement: 12 months post‑termination; 18 months if within 12 months post‑change-in-control .
- RSU acceleration: pro‑rata vesting upon qualified termination; full vesting upon death/disability; full vesting upon change-in-control with termination or if awards not assumed .
- PSU acceleration: pro‑rata remain outstanding to vest based on actual performance upon qualified termination; full vest at greater of target/actual upon change-in-control with termination or if awards not assumed; full vest at target upon death/disability .
Estimated payments (effective 12/31/24 assumptions):
| Scenario | Cash Severance ($) | RSUs ($) | PSUs ($) | Health Payment ($) | Total ($) |
|---|---|---|---|---|---|
| Termination without Cause or Resignation for Good Reason | 1,200,450 | 458,617 | 1,344,095 | 25,397 | 3,028,559 |
| Change in Control (qualified termination) | 2,000,750 | 1,353,789 | 2,682,340 | 38,095 | 6,074,974 |
Governance practices:
- Compensation Consultant: Meridian Compensation Partners; independence assessed; no conflicts .
- Peer group for 2024 compensation decisions includes Callon, Coterra, Chord, CNX, Devon, Diamondback, Marathon, Matador, Murphy, Ovintiv, PDC, Permian Resources, Range, SM, Southwestern; base salaries toward higher-end of market due to no STIP; total cash toward lower-end .
Investment Implications
- Alignment and pay-for-performance: Counts’ incentive pay is 100% equity-based with 70% PSUs tied to absolute TSR over 2024–2026 and 30% time-based RSUs, directly linking realized pay to stock performance and retention via multi-year vesting .
- Retention risk appears mitigated by significant unvested equity (RSUs and PSUs across 2022–2024 grants) and stock ownership requirements; forfeiture risk of unvested RSUs/PSUs and non-compete/non-solicit provisions increase retention stickiness .
- Potential selling pressure windows: Annual RSU tranches vest on grant anniversaries (e.g., 2/19 in 2025/2026/2027), which may create periodic net-share sales for taxes and diversification; PSUs cliff vest at 12/31/2026 contingent on TSR, potentially adding a larger vesting event then .
- Downside governance safeguards: No options/use of option-like instruments since 2017; prohibitions on derivative transactions and repricing/backdating; clawback policy referenced, with severance multiples capped and no excise tax gross-ups, reducing shareholder-unfriendly risk factors .