Gregory F. Conaway
Vice President and Chief Accounting Officer at CTRA
Executive
About Gregory F. Conaway
Gregory F. Conaway (age 50) was appointed Vice President and Chief Accounting Officer (CAO) of Coterra Energy, effective September 22, 2025; he joined Coterra in August 2025 as Vice President—Accounting and previously served as CAO at Acuren, Callon Petroleum, and Carrizo Oil & Gas. He holds a B.B.A. in Accounting and an M.B.A. from Angelo State University . Company performance context during the most recent fiscal year disclosed: 2024 production averaged 677 Mboed, cash flow from operations was $2,795 million, capital expenditures were $1,754 million, and year-end debt was $3,535 million, with a market capitalization of $21,029 million as of February 14, 2025 . Shareholder alignment on pay remains high; approximately 95% of votes cast supported executive compensation at the 2024 annual meeting (covering 2023 programs) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Coterra Energy Inc. | Vice President—Accounting | Aug 2025–Sep 2025 | Onboarded to lead accounting ahead of CAO transition |
| Coterra Energy Inc. | Vice President & Chief Accounting Officer | Sep 22, 2025–present | Executive officer overseeing accounting and financial reporting |
| Acuren Corporation | Chief Accounting Officer | Nov 2024–Apr 2025 | Led accounting at global TIC/compliance and engineering services firm |
| Callon Petroleum Operating Co. | Vice President & Chief Accounting Officer | Jan 2020–Mar 2024 | Senior leadership through commodity cycle and integration initiatives |
| Carrizo Oil & Gas, Inc. | Roles incl. Vice President & Chief Accounting Officer | Jul 2011–Dec 2019 | Progressively senior accounting leadership at E&P operator |
External Roles
- None disclosed for current public company boards or nonprofit roles in Coterra’s filings related to Mr. Conaway .
Fixed Compensation
- Not disclosed as of his appointment 8-K. Coterra stated he executed the standard indemnification and severance compensation agreements (forms previously filed), but did not disclose base salary, target bonus, or initial equity grant terms in the appointment filing .
Performance Compensation
Company executive incentive framework (context for a newly appointed executive officer):
- Annual cash incentive program uses financial/operational/ESG metrics, including PVI-10 economics, production, budget adherence, and emissions (GHG, methane, flare) intensity .
- Long-term incentives: 50% relative TSR performance shares (3-year), 50% time-based RSUs (3-year cliff) .
2024 annual cash incentive outcomes (program-level, not specific to Mr. Conaway):
| Metric | Weight | Target | 2024 Result | Funding | Weighted Funding |
|---|---|---|---|---|---|
| Economic Performance (PVI-10) | 60% | 1.50 | 1.81 | 162% | 97% |
| Annual Production Guidance (MBOE/day) | 10% | 655 | Exceeded target | 183% | 18% |
| Annual Budget Guidance (MM$) | 10% | 1,850 | Beat target | 188% | 19% |
| GHG Intensity | 5% | (Company goal) | Exceeded stretch | 200% | 10% |
| Methane Intensity | 5% | (Company goal) | Exceeded stretch | 200% | 10% |
| Flare Intensity | 5% | (Company goal) | Exceeded stretch | 200% | 10% |
| Tank/Flare Findings | 5% | (Company goal) | Exceeded stretch | 200% | 10% |
| Total | 100% | 174% total STI score |
Relative TSR payout scale (for performance shares):
| Payout Level | Relative TSR Percentile vs peers | Earned Payout |
|---|---|---|
| Maximum | ≥ 90th | 200% |
| Target | 55th | 100% |
| Threshold | ≥ 30th | 50% |
| Below Threshold | < 30th | 0% |
- Negative TSR cap: if Company TSR over the performance period is negative, payout is capped at 100% regardless of percentile .
Equity Ownership & Alignment
- Stock ownership guidelines: executive officers (other than CEO) are required to hold equity equal to 3× annual base salary, with three years to comply; unvested RSUs count, performance awards and options do not .
- Clawback: Company will recoup erroneously awarded compensation tied to financial reporting measures upon certain accounting restatements, regardless of fault .
- Hedging/pledging: prohibited for executive officers and directors (no speculative trading, hedging, short sales, or pledging) .
Note: As Mr. Conaway was appointed after the 2025 proxy record date, he is not listed in the March 6, 2025 beneficial ownership table; an initial Form 3/4 is expected following appointment .
Employment Terms
- Start/role: Joined Coterra as VP—Accounting in August 2025; appointed Vice President & Chief Accounting Officer and executive officer effective September 22, 2025 .
- Agreements: Entered Coterra’s standard indemnification and severance compensation agreements (forms on file) .
- Standard severance (company form): upon a qualifying termination (without cause/for good reason), benefits typically include (i) pro‑rated target bonus, (ii) cash severance equal to 1.5× salary+bonus (non‑CIC) or 2× (CIC within 18 months), paid over 18/24 months, (iii) continued medical, dental, vision, disability, and life insurance benefits for 18/24 months, and (iv) pro‑rated vesting of time‑based equity and performance equity remaining eligible to vest based on actual results; CIC term provides equity treatment per plan/award agreements .
- Restrictive covenants: one‑year post‑termination non‑competition and non‑solicitation for executives under company severance agreements .
- Change‑in‑control: “double‑trigger” cash severance (termination without cause/for good reason within CIC window) and equity treatment per plan .
Investment Implications
- Alignment: Ownership guideline (3× salary), anti‑hedging/pledging, and an expansive clawback policy strengthen pay‑for‑performance alignment and reduce governance risk .
- Retention: Standard severance and non‑compete/non‑solicit protections (and double‑trigger CIC terms) mitigate transition risk for a key controllership role, while standard LTI design (3‑year vesting; 50% relative TSR) supports long‑term retention once grants are made .
- Monitoring items: disclose initial Form 3/4 for grant sizes/vesting schedules and any ownership; watch 2025–2026 proxy for Mr. Conaway’s base salary, bonus targets, and equity mix; confirm no pledging/hedging and track any subsequent insider transactions (if any) .
- Program context: Coterra’s 2024 STI paid at 174% on strong PVI‑10, production, budget and emissions metrics, and relative TSR governs 50% of LTI with a negative‑TSR payout cap—important signals of discipline that will likely govern Mr. Conaway’s incentives prospectively as an executive officer .