Amanda Brock
Director at CTRA
Board
About Amanda M. Brock
Amanda M. Brock (age 64) is an independent director of Coterra Energy (CTRA), serving since 2017. She is Chief Executive Officer of Aris Water Solutions, Inc., and was appointed Chair of Coterra’s Compensation Committee in May 2024; she also sits on the Environment, Health & Safety Committee. Brock holds a law degree from Louisiana State University (member of Law Review) after undergraduate studies in South Africa, and currently serves as Chair of the Texas Business Hall of Fame. Her industry recognition includes Hart Energy’s “25 Most Influential Women in Energy” (2020) and induction into the Greater Houston Women’s Hall of Fame (2017) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Aris Water Solutions, Inc. | Chief Executive Officer | 2021–Current | Built water midstream operations across key basins; industry-recognized leader |
| Aris Water Solutions, Inc. | President & COO | 2020–2021 | Operational leadership |
| Aris Water Solutions, Inc. | COO; Chief Commercial Officer | 2018–2020 | Commercial and operations leadership |
| Water Standard | Chief Executive Officer | 2009–2017 | Led global water technology solutions |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| Aris Water Solutions, Inc. | Director (current public company board) | 2021–Current |
| Macquarie Infrastructure Corporation | Director (public company within past five years) | 2018–2022 |
| Texas Business Hall of Fame | Chair | Current |
Board Governance
| Item | Details |
|---|---|
| Independence | Independent director |
| Committees | Compensation (Chair); Environment, Health & Safety |
| Committee Meetings (2024) | Compensation: 5; Environment, Health & Safety: 4 |
| Board Attendance (2024) | Board met 9 times; all directors attended ≥75% of Board and committee meetings; all directors attended the 2024 annual meeting |
| Executive Sessions | Led by an independent director at all Board and committee meetings |
| Ownership Guidelines | Non-employee directors must hold 5× annual cash retainer; 5-year compliance window from initial election; unvested RSUs count; options/performance awards do not |
Fixed Compensation
| Component | CTRA Policy | Amanda Brock – 2024 Actual ($) |
|---|---|---|
| Annual Cash Retainer | $105,000 | $125,000 (includes $20,000 Committee Chair retainer) |
| Committee Chair Fee | $20,000 (per chair; Governance co-chairs split) | Included above |
| Meeting Fees | None (no fees for attending Board/committee meetings) | — |
| Annual Equity Retainer | $200,000 in RSUs (2024 grant); 7,123 RSUs; restrictions lapse Apr 30, 2025 or upon director departure (other than removal); accrues dividend equivalents | $200,013 grant-date fair value |
| Deferred Compensation (Directors) | Option to defer cash/equity retainers; deferred cash retainer issued as RSUs; distribution upon leaving Board | Not individually disclosed |
| 2025–2026 Adjustment | Equity retainer increased to $210,000; other components unchanged | N/A (prospective) |
| Total 2024 Director Compensation | — | $325,013 |
Performance Compensation
The Compensation Committee chaired by Amanda Brock oversees executive incentive design. 2024 Short-Term Incentive (STI) metrics and outcomes:
| Metric | Weight | Target Definition | 2024 Result | Funding Contribution |
|---|---|---|---|---|
| Economic Performance (PVI-10) | 60% | Target PVI-10 = 1.50 | Actual PVI-10 = 1.81 | 97% weighted (162% metric funding) |
| Annual Production Guidance (MBOE/day) | 10% | Target 655 MBOE/day | Exceeded (strong well performance, cycle times) | 18% weighted (183% metric funding) |
| Annual Budget Guidance (MM$) | 10% | Target $1,850MM | Beat (efficiencies/cost deflation) | 19% weighted (188% metric funding) |
| GHG Intensity | 5% | Reduction targets | Exceeded stretch | 10% weighted (200% metric funding) |
| Methane Intensity | 5% | Reduction targets | Exceeded stretch | 10% weighted (200% metric funding) |
| Flare Intensity | 5% | Reduction targets | Exceeded stretch | 10% weighted (200% metric funding) |
| Tank/Flare Findings | 5% | Reduction targets | Exceeded stretch | 10% weighted (200% metric funding) |
| Total STI Score | — | — | 174% | — |
Long-Term Incentive (executives): 50% relative TSR PSUs (3-year); 50% time-based RSUs (3-year cliff); payout cap at target if TSR is negative; payouts >100% paid in cash to limit dilution .
Say-on-Pay: ~95% approval at 2024 annual meeting of stockholders (for 2023 pay programs) .
Other Directorships & Interlocks
| Counterparty | Relationship | 2024 Amount | Independence Determination |
|---|---|---|---|
| Aris Water Solutions (subsidiary services) | Produced water disposal; joint design/development consortium in Permian | ~$5.6 million fees in 2024 | Payments <2% of Aris consolidated gross revenues; ordinary course, arms’ length; Board concluded no impairment of Brock’s independence |
Expertise & Qualifications
- Water management and environmental infrastructure expertise across oil & gas basins; global perspective; executive management and financial expertise .
- Law degree (LSU Law Review); undergraduate studies in South Africa .
- Industry recognition: Hart Energy’s “25 Most Influential Women in Energy” (2020); Greater Houston Women’s Hall of Fame (2017) .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial Ownership (as of Mar 6, 2025) | 70,328 shares; Percent of Class: * (<1%) |
| RSUs Included in Beneficial Ownership | 49,344 RSUs with restrictions lapse upon retirement from Board |
| 2024 Annual Director RSU Grant | 7,123 RSUs (restrictions lapse on Apr 30, 2025 or upon ceasing to be a director other than removal) |
| Total RSUs Held (Dec 31, 2024) | 56,467 |
| Ownership Guidelines | 5× annual cash retainer; 5-year window; unvested RSUs count; options/performance awards do not |
| Hedging/Pledging | Prohibited for executive officers and directors under insider trading policy and compensation governance “best practices” |
Compensation Committee Analysis
- Composition (2024): Amanda M. Brock (Chair); Paul N. Eckley; Hans Helmerich; Marcus A. Watts — all independent; no interlocks requiring disclosure .
- Independent Consultants: F.W. Cook (H1 2024); Zayla Partners engaged June 2024; independence reviewed under NYSE factors; consultants provided advice to the Committee only (not management) .
- Director Pay Review: Committee annually evaluates non-employee director compensation versus peers; 2024–2025 kept same as 2023–2024; increased equity retainer to $210,000 for 2025–2026 term .
Governance Assessment
-
Strengths
- Independent director; chairs Compensation Committee; active on EHS Committee .
- Strong attendance culture (Board met nine times; all directors ≥75% attendance; annual meeting participation) .
- Robust governance practices: independent committee chairs; executive sessions led by independent directors; stock ownership guidelines; clawback; no tax gross‑ups; anti‑hedging/pledging policy .
- Director pay mix balanced (cash retainer + equity RSUs with dividend equivalents), with modest increase in equity retainer for 2025–2026 indicating alignment and market benchmarking .
-
Watch Items / Potential Conflicts
- Aris Water Solutions relationship: ~$5.6M in fees in 2024 and consortium participation; Board concluded immaterial (<2% Aris revenue), ordinary course, arms’ length, and no impairment of independence. As Brock chairs Compensation, vigilance around any future expansion of commercial ties remains prudent from a conflict‑monitoring perspective .
- Ownership guideline compliance for individual directors is not specifically disclosed; while RSUs count toward guidelines, explicit compliance status for Brock is not stated in the proxy .
Overall signal: Governance and pay oversight under Brock’s chairmanship reflect strong design (clear STI/TSR metrics, clawbacks, ownership rules). The Aris relationship is disclosed and reviewed; current materiality and Board determination mitigate conflict concerns, but continued monitoring is warranted .