Dorothy Ables
Director at CTRA
Board
About Dorothy M. Ables
Dorothy M. Ables, 67, is an independent director of Coterra Energy (CTRA) who has served on the board since 2015. She is the former Chief Administrative Officer of Spectra Energy and held senior finance, audit, ethics/compliance, and gas transmission roles at Spectra/Duke Energy, bringing deep midstream, finance, HR, IT, and governance experience; she currently chairs Coterra’s Audit Committee and serves on Governance & Social Responsibility, and is an audit committee financial expert under SEC rules. She also serves on Martin Marietta Materials’ board (Audit Committee member; Chair of Ethics, Environment, Safety & Health Committee).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Spectra Energy Corp. | Chief Administrative Officer | 2008–2017 | Senior enterprise leadership across admin functions; midstream domain expertise |
| Spectra Energy Corp. | VP, Audit Services & Chief Ethics & Compliance Officer | 2007–2008 | Oversight of audit, ethics, and compliance programs |
| Duke Energy Corp. | Vice President, Audit Services | 2004–2006 | Led audit services at large regulated utility/energy company |
| Duke Energy Gas Transmission | SVP & Chief Financial Officer | 1998–2004 | Segment CFO for gas transmission; capital allocation/financial oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Martin Marietta Materials, Inc. | Director | 2018–Present | Audit Committee member; Chair of Ethics, Environment, Safety & Health Committee |
| Houston Methodist Hospital Foundation | Director (non-profit) | Not disclosed | Community/charitable leadership |
| United Way of Greater Houston | Board of Trustees (non-profit) | Not disclosed | Community/charitable leadership |
Board Governance
- Independence: The board determined all directors other than the CEO (Jorden) and former Executive Chairman (Dinges) are independent; Ables is independent.
- Committee assignments: Audit Committee (Chair); Governance & Social Responsibility Committee (member).
- Financial expertise: All Audit Committee members meet NYSE financial sophistication standards and are “audit committee financial experts” under SEC rules (Ables is Chair).
- Attendance and engagement: The board met 9 times in 2024; all directors attended at least 75% of board/committee meetings and attended the annual meeting.
- Audit Committee 2024 activity: 4 meetings; committee recommended inclusion of audited financials in the 2024 10-K (report signed by Ables as Chair).
- Board practices: Executive sessions led by an independent director; four of five committees composed entirely of independent directors with independent chairs.
Fixed Compensation
| Component | Amount/Detail | Source |
|---|---|---|
| Annual cash retainer (2024–2025 term) | $105,000 | |
| Committee chair fee | $20,000 (Governance & Social Responsibility co-chairs split the chair retainer; other chairs receive $20k) | |
| Lead Independent Director fee | $40,000 | |
| Meeting fees | None for board or committee meetings | |
| Reimbursements | Reasonable expenses reimbursed | |
| Deferred comp option | May defer cash/equity retainers into RSUs until board departure |
| 2024 Director Compensation (Ables) | $ | Notes |
|---|---|---|
| Fees earned or paid in cash | 125,000 | Includes committee chair fee (Audit Chair) |
| Stock awards (grant date fair value) | 200,013 | RSUs granted May 7, 2024 under 2023 Plan |
| Option awards | — | None |
| Non‑equity incentive comp | — | None |
| Change in pension/nonqualified earnings | — | None |
| All other compensation | 5,000 | Company matching gift program |
| Total | 330,013 | Sum of above |
Performance Compensation
- Structure: Non‑employee directors receive time‑based RSUs (annual equity retainer); there are no performance‑based cash or equity awards for directors.
| 2024 RSU Grant Details | Value/Units | Vesting/Terms |
|---|---|---|
| Annual equity retainer (Ables) | $200,013 | Grant date May 7, 2024; 7,123 RSUs to each director; vest upon earlier of April 30, 2025 or departure from board other than removal; accrues cash dividend equivalents. |
| Policy change (effective 2025–2026 term) | Equity retainer increased to $210,000 | No change to other components; approved Nov 2024. |
Note: No director performance metrics (e.g., revenue/EBITDA/TSR goals) are used for director pay; equity is purely time‑based.
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlocks/Conflicts |
|---|---|---|---|
| Martin Marietta Materials, Inc. | Director | Audit Committee member; Chair of Ethics, Environment, Safety & Health | No related‑party transactions involving Ables disclosed by Coterra; RPT review highlighted relationships for other directors; Ables not cited. |
Expertise & Qualifications
- Midstream and gas marketing expertise from senior roles at Spectra/Duke Energy.
- Finance/audit/compliance leadership; Audit Committee Chair and audit committee financial expert.
- Governance and HR/IT background supporting committee oversight.
- Public company board experience (materials sector), including safety/ethics oversight.
Equity Ownership
| Item | Amount/Detail |
|---|---|
| Beneficial ownership (as of Mar 6, 2025) | 96,716 shares; less than 1% of class (“*”). |
| Included family holdings | Includes 5,000 shares held by an immediate family member (shared voting/investment power). |
| RSUs counted within beneficial ownership | RSUs for which restrictions lapse upon retirement from Board: 78,909; plus 7,123 RSUs (2024 annual) vesting by April 30, 2025 or earlier on departure (other than removal). |
| Aggregate RSUs held (12/31/2024) | 86,032 |
| Stock ownership guideline | Directors: 5× annual cash retainer; 5-year compliance window from initial election; unvested RSUs count; options/performance awards do not count. |
| Pledging/hedging | Company policy prohibits speculative trading (hedging, short sales, derivative transactions) by insiders; trades require pre‑clearance. |
Governance Assessment
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Strengths/signals supporting investor confidence:
- Seasoned energy executive with deep midstream and audit/compliance credentials; serves as Audit Chair and an SEC “audit committee financial expert,” reinforcing financial oversight rigor.
- High engagement culture: all directors ≥75% attendance and presence at annual meeting; independent-led executive sessions; committee independence broadly strong.
- Director pay is simple and equity‑heavy (cash $125k; equity ~$200k for 2024), aligning interests; RSUs accrue dividend equivalents and are time‑based (no discretionary bonuses).
- Ownership alignment via 5× retainer stock guideline; Ables holds 96,716 shares including substantial RSUs.
-
Risk indicators/red flags:
- No related‑party transactions or interlocks involving Ables were disclosed by the company.
- No pledging reported; hedging prohibited by policy.
- No attendance shortfalls disclosed at individual level.
Overall: Ables’ profile—midstream operating/finance depth, Audit Chair role, and audit expert designation—supports board effectiveness and audit quality. Compensation/ownership design appears shareholder‑aligned with no apparent conflicts or engagement shortfalls disclosed.