Morris Foster
COMSTOCK RESOURCESAbout Morris E. Foster
Morris E. Foster, age 82, has served as an independent director of Comstock Resources since 2017. He retired in 2008 as Vice President of ExxonMobil Corporation and President of Exxon Mobil Production Company after more than 40 years with Exxon/ExxonMobil, including senior leadership of upstream operations; he currently chairs the Corporate Governance/Nominating Committee and sits on the Audit and Compensation Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Exxon Company, USA | Senior Vice President in charge of upstream business | Appointed 1995 | Led upstream operations |
| Exxon Upstream Development Company | President | Appointed 1998 | Oversaw upstream development |
| ExxonMobil Development Company | President | Post Exxon–Mobil merger in 1999 | Led global development |
| Exxon Mobil Production Company | President | Appointed 2004 | Led global E&P business; simultaneously VP, ExxonMobil Corp |
| ExxonMobil Corporation | Vice President | Appointed 2004; retired 2008 | Corporate executive leadership |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Stagecoach Properties Inc. | Chairman | Current | Real estate holdings in TX and CA |
| Texas A&M University | Board of Regents (member) | Current | Governance of large academic institution |
| Scott & White Medical Institute | Director | Current | Healthcare oversight |
Board Governance
- Committee assignments: Chair, Corporate Governance/Nominating; Member, Audit; Member, Compensation .
- Independence: Board affirmatively determined Foster is independent under NYSE rules .
- Attendance and engagement: Board held 5 meetings in 2024; Audit 5; Compensation 3; Governance 1; none of the directors attended fewer than 75% of Board and committee meetings; all non-employee directors attended the 2024 annual meeting .
- Lead Independent Director: Jim L. Turner serves as Lead Director; Foster is not Lead Director .
- Related-party review: Audit Committee (of which Foster is a member) reviews related party transactions under a written policy; Comstock operated properties for partnerships owned by the majority stockholder and received $1.1 million in 2024 for operating and marketing services .
- Insider trading, hedging, ownership policies: Anti-hedging policy prohibits puts/calls, derivatives, and short sales; stock ownership guideline of 5x cash retainer for non-employee directors; all directors have attained/exceeded requirements or are within initial five-year compliance period .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $83,000 | Non-employee director retainer (2024) |
| Committee chair retainer (Corporate Governance/Nominating) | $15,000 | Foster chairs Governance; chair retainer levels: Audit $31,500; Compensation $20,750; Governance $15,000 |
| Total fees earned (cash) | $98,000 | 2024 reported cash fees for Foster |
| Meeting fees | None disclosed | No meeting fees noted |
Performance Compensation
| Grant Type | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| Restricted Stock (RS) | June 11, 2024 | 14,391 | $175,000 | Vests June 10, 2025 | Each non-employee director received identical RS grant; no options outstanding for directors; no SARs under plan |
Director performance metrics tied to compensation: None disclosed for directors; RS grants vest time-based, not performance-based. Plan permits PSUs and options generally, but 2024 director grants were restricted shares only and the plan has not issued options/SARs historically .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock/Conflict Note |
|---|---|---|---|
| Scott & White Medical Institute | Director | Not disclosed | Non-profit healthcare; no Comstock-related transaction disclosed |
| Texas A&M University (Regents) | Member | Not disclosed | Academic governance; no Comstock-related transaction disclosed |
| Stagecoach Properties Inc. | Chairman | Not disclosed | Private real estate; no Comstock-related transaction disclosed |
- Compensation Committee interlocks: None; members (including Foster) were independent; no executive officer served on a compensation committee or board of a company employing any member of Comstock’s Compensation Committee .
Expertise & Qualifications
- Extensive executive management experience in oil and gas, including international operations and M&A at Exxon/ExxonMobil .
- Governance leadership as chair of Corporate Governance/Nominating Committee .
- Not designated Audit Committee Financial Expert; that designation is held by the Audit Chair, Dr. Elizabeth B. Davis .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Unvested RS (12/31/2024) | Ownership Guideline Compliance |
|---|---|---|---|---|
| Morris E. Foster | 208,357 | <1% (of 292,917,808 outstanding) | 14,391 | Directors must hold 5x cash retainer; all directors have attained/exceeded requirements or are within initial five-year period |
Hedging/pledging: Hedging prohibited (puts/calls, derivatives, short sales); no pledging disclosures found for Foster .
Signals from Shareholder Voting
| Director (2024) | Votes For | Votes Withheld | Total Votes Cast |
|---|---|---|---|
| M. Jay Allison | 249,768,535 | 1,402,015 | 251,170,550 |
| Roland O. Burns | 248,606,343 | 2,564,207 | 251,170,550 |
| Elizabeth B. Davis | 236,070,021 | 15,100,529 | 251,170,550 |
| Morris E. Foster | 221,153,545 | 30,017,005 | 251,170,550 |
| Jim L. Turner | 235,754,965 | 15,415,585 | 251,170,550 |
- Observation: Foster had the highest withhold votes among nominees in 2024, a potential engagement signal for governance analysts to monitor .
Governance Assessment
-
Strengths:
- Independent director with deep upstream operating expertise; chairs governance and serves on audit/compensation—roles aligned with his background .
- Strong governance framework: anti-hedging, stock ownership guidelines (5x retainer), clawback policies; independent consultant supports Compensation Committee .
- Attendance solid across Board/committees; active majority-independent committee structure .
-
Watch items / potential RED FLAGS:
- Majority stockholder concentration at ~71% and ongoing related-party dealings (Arkoma/Williston partnerships) increase governance complexity; Audit Committee oversight is in place, but these relationships warrant continued monitoring .
- Elevated withhold votes for Foster in 2024 election relative to peers are a shareholder signal; investors may seek more clarity on committee leadership decisions or independence posture amid majority owner influence .
- No explicit disclosure of pledging policy beyond anti-hedging; no pledging by Foster disclosed, but absence of explicit pledging prohibition merits attention .
-
Director Compensation Alignment:
- Mix balanced between cash retainer and time-based equity; no options; no director PSUs—aligns with common E&P director practices and reduces risk of misaligned performance incentives for directors .
- Ownership guideline requires meaningful skin-in-the-game; compliance noted across directors .
-
Shareholder Say-on-Pay context:
- 99% approval in 2023 for NEO compensation (advisory), indicating broad support for pay practices; next advisory vote scheduled for 2026 .
Overall: Foster’s governance roles and industry expertise are positives for Board effectiveness; however, majority ownership and related-party dynamics plus his comparatively higher withhold votes are investor confidence signals to monitor through committee actions, related-party oversight, and ongoing director engagement .