Frances Vallejo

About Frances M. Vallejo

Independent director of Coterra Energy since 2021; age 59. Over 35 years in oil and gas with senior roles in corporate planning, budgeting, and treasury at ConocoPhillips; holds a B.S. in Mineral Engineering Mathematics (Colorado School of Mines) and an MBA (Rice University), NACD.DC certification (2021) and a Certificate in Cybersecurity Oversight (2023). Serves on Coterra’s Audit Committee and co-chairs the Governance & Social Responsibility Committee .

Past Roles

Organization	Role	Tenure	Committees/Impact
ConocoPhillips	Vice President, Corporate Planning & Development	2015–2016	Led enterprise planning and development
ConocoPhillips	Vice President & Treasurer	2008–2015	Capital markets, liquidity, and risk management
ConocoPhillips	GM—Corporate Planning & Budgets and other positions	1987–2008	Long-range planning and budgeting leadership

External Roles

Organization	Role	Tenure	Committees/Impact
Expro Group Holdings N.V.	Director	2023–Current	Energy services governance
South Bow Corporation	Director	2024–Current	Governance & Risk Committee member; oversees director compensation
Crestwood Equity Partners LP (GP)	Director	2021–2023	Midstream oversight
Cimarex Energy Co.	Director	2017–2021	Upstream governance pre-merger
Colorado School of Mines Foundation	Executive Committee	Current	Non-profit board leadership

Board Governance

Committees: Audit (member); Governance & Social Responsibility (Co-Chair) .
Independence: Board determined Vallejo is independent; all members of the Audit, Compensation, and Governance & Social Responsibility Committees are independent .
Attendance: Board met 9 times in 2024; all directors attended ≥75% of Board and committee meetings; all directors attended the annual meeting .
Committee activity: 2024 meetings—Audit (4), Compensation (5), Environment, Health & Safety (4), Governance & Social Responsibility (5), Executive (0); all are independent committees .
Financial expertise: All Audit Committee members meet NYSE financial literacy and are SEC “audit committee financial experts” .
Executive sessions: Led by an independent director in all Board and committee meetings .

Fixed Compensation

Component (2024)	Amount	Detail
Annual cash retainer	$105,000	Standard non-employee director cash retainer
Committee chair retainer (co-chair split)	$10,000	Governance & Social Responsibility co-chairs split the $20,000 chair fee; Vallejo cash fees total $115,000
Equity retainer (RSUs)	$200,013	Grant date fair value; 7,123 RSUs granted on May 7, 2024
Other compensation	$5,000	Matching gifts per program cap
Total 2024 director compensation	$320,013	Sum of above

RSU terms: Annual director RSUs under the 2023 Plan accrue cash dividend equivalents and restrictions lapse April 30, 2025 (or earlier upon departure other than removal) .
2025–2026 update: Annual equity retainer increased to $210,000 beginning with the 2025–2026 term; no changes to other components .
No meeting fees and no additional committee membership fees (non-chair) .

Performance Compensation

Directors do not receive performance-based bonuses or options; equity awards are time-based RSUs with no performance metrics .

Performance Metric	Weight	Target Definition	2024 Status
Performance-based equity or cash incentives for directors	0%	Not part of director pay design	Not applicable

Other Directorships & Interlocks

Company	Relationship to CTRA	Board’s Independence Review
Expro Group Holdings N.V.; South Bow Corporation	Vallejo is a director; Coterra noted transactions with entities where certain directors (including Vallejo) serve	Board concluded no relationships or amounts that impair independence; ordinary course, arm’s length, non-material

Related party transactions: The Board specifically reviewed transactions with entities where directors serve (including Vallejo) and determined no independence impairment; only detailed amounts disclosed for Boswell/Laramie and Brock/Aris; none specific to Vallejo were flagged .

Expertise & Qualifications

Corporate finance, treasury, and enterprise planning expertise from senior roles at ConocoPhillips .
NACD.DC director certification (2021) and Cybersecurity Oversight certificate (2023) .
Sector experience across E&P and midstream; current energy services and infrastructure board roles .

Equity Ownership

Item	Value	Notes
Total RSUs held (12/31/2024)	7,123	Includes RSUs issued May 7, 2024 and any deferred RSUs; some RSUs may be vested but payable at board exit per plan
Ownership guidelines	5× annual cash retainer	Directors have 5 years from initial election to comply; Vallejo’s window runs to 2026
Hedging/pledging	Prohibited	Company policy bans hedging and pledging; Insiders pre-clear trades and comply with restrictions

Vesting: 2024 RSUs vest April 30, 2025; prior/deferred RSUs payable upon departure other than removal .
Shares outstanding or % ownership: Not disclosed for individual directors in the excerpts reviewed.

Governance Assessment

Alignment: Strong governance credentials, independent status, and co-chair role on Governance & Social Responsibility enhance oversight of ESG, nominations, and board effectiveness .
Financial oversight: Audit Committee membership and “financial expert” designation support robust financial controls and risk oversight .
Engagement and attendance: Full attendance thresholds met; executive sessions led by independents; signals active, independent board oversight .
Compensation mix: Balanced cash/equity with time-based RSUs; modest chair fee; no options or performance-linked director pay—reduces pay-for-performance sensitivity but maintains equity alignment; equity retainer increase to $210k in 2025–2026 modestly raises equity alignment .
Conflicts: Board reviewed potential interlocks (including entities where Vallejo serves) and concluded no material conflicts; no related-party red flags involving Vallejo disclosed .
RED FLAGS: None identified specific to Vallejo; company policies prohibit hedging/pledging and option repricing; strong independence posture across committees .