Jacinto Hernandez
Director at CTRA
Board
About Jacinto J. Hernandez
First-time nominee to Coterra’s Board (age 46), expected to commence service following the April 30, 2025 annual meeting if elected. He brings 22+ years of buy-side investment and research experience at Capital Group (Partner, 2000–2022) and currently advises venture funds and public/private companies as Principal at Cumming Consulting & Management (2022–present). Education: B.A. in Economics (minor in Political Science) from Stanford University; completed Stanford GSB Directors’ Consortium Program. Designated as independent; committee assignments to be determined post-election .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cumming Consulting & Management | Principal | 2022–Present | Strategic advisory to venture funds and companies |
| Capital Group | Partner | 2000–2022 | Coverage across oil & gas, oilfield services, engineering/construction, tobacco, human capital; engaged boards on governance and strategy |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Aris Water Solutions, Inc. | Director | 2023–Present | Current public company directorship |
| Altria Group, Inc. | Director | 2022–2024 | Prior public company directorship (within 5 years) |
| Pioneer Natural Resources Company | Director | 2022–2023 | Prior public company directorship (within 5 years) |
| Los Angeles LGBT Center; Children’s Community School (Van Nuys) | Non‑profit board service | n/a | Community engagement |
Board Governance
- Independence: Board determined all nominees other than the CEO are independent; independence review specifically considered relationships involving entities where Mr. Hernandez serves/served and found no impairment of independence .
- Committee assignments: To be determined following the 2025 annual meeting; Board also intends to recommend a new Lead Independent Director after the election .
- Meetings and attendance: The Board met 9 times in 2024; all directors met the 75% attendance expectation; all directors attended the 2024 annual meeting (Mr. Hernandez was not yet a director in 2024) .
- Orientation/education: New directors receive in‑person orientation with the CEO and officers, a director handbook, portal access, and are invited to attend other committees initially; annual reimbursement for one continuing education program .
- Executive sessions, evaluations, and controls: Independent directors lead executive sessions; annual Board/committee evaluations; stock ownership guidelines apply to directors .
Fixed Compensation (Non‑Employee Directors)
| Component | Amount/Terms | Details |
|---|---|---|
| Annual cash retainer | $105,000 | For 2024–2025 director term |
| Annual equity retainer | $200,000 (RSUs) | 2024 grant of 7,123 RSUs per director; restrictions lapse April 30, 2025 or earlier if director leaves other than removal; dividend equivalents accrue |
| Lead Independent Director fee | $40,000 | Additional annual retainer |
| Committee chair fee | $20,000 | G&SR co‑chairs split the chair retainer |
| Meeting fees | None | No fees for Board/committee meetings |
| 2025–2026 update | Equity retainer to $210,000 | No changes to other components |
| Deferred comp option | Available | Can defer cash/equity retainers into RSUs payable at Board departure |
| Expense reimbursement | Reasonable Board/committee expenses reimbursed |
Performance Compensation (Directors)
| Performance‑Linked Element | Present? | Terms |
|---|---|---|
| Annual or long‑term performance bonus | No | Director pay is cash retainer plus time‑based RSUs; no options or performance metrics disclosed for directors |
Other Directorships & Interlocks
- Current interlock exposure: Coterra pays Aris Water (where Mr. Hernandez serves as a director) for produced water services; 2024 fees were approximately $5.6 million. The Board reviewed transactions with entities where Mr. Hernandez and other directors serve/served and concluded these relationships do not impair independence given size, ordinary‑course nature, and arm’s‑length terms .
- Related‑party disclosure: No other related‑party transactions involving Mr. Hernandez were reported since January 1, 2024 beyond the Aris Water context considered in the independence review .
- Additional interlock signal: Amanda M. Brock (CTRA director) is CEO of Aris Water; Board determined her relationship also does not impair independence given immateriality and arm’s‑length terms .
Expertise & Qualifications
- Sector/functional expertise: Oil & natural gas, oilfield services, engineering & construction, tobacco, and human capital management; experience engaging boards on governance and strategy; investor perspective from a large asset manager .
- Education/credentials: B.A. Economics (minor in Political Science), Stanford University; Stanford GSB Directors’ Consortium Program .
- Board skills alignment: The Board seeks leadership, strategic thinking, and finance/industry skills; Mr. Hernandez was identified via a search process and nominated unanimously by the Board for election in 2025 .
Equity Ownership
| Holder | Total Beneficial Ownership | % of Class | As‑of Date | Notes |
|---|---|---|---|---|
| Jacinto J. Hernandez | 424 shares | <1% (asterisked in proxy) | March 6, 2025 | As a first‑time nominee, holdings are modest; director stock ownership guideline is 5× annual cash retainer with five years to comply |
Additional alignment policies:
- Stock ownership guidelines: Non‑employee directors must hold stock equal to 5× the annual cash retainer within five years; unvested RSUs count, performance‑based awards do not .
- Hedging/pledging: Prohibited for directors under company policies and compensation practices; pre‑clearance required for trading .
- Clawback policy: In place for erroneously awarded incentive compensation (primarily applies to executives) .
Governance Assessment
-
Strengths
- Independent nominee with deep investor, governance, and energy sector experience, adding capital allocation and shareholder perspective to the Board .
- Strong director pay structure (no meeting fees; time‑based RSUs) and rigorous ownership/insider‑trading controls support alignment and governance hygiene .
- Board intends to refresh leadership roles and committee assignments post‑election, evidencing active succession planning .
-
Watch items / RED FLAGS
- Interlock risk: Mr. Hernandez serves on the Aris Water board while Coterra is a paying customer; 2024 fees ≈ $5.6 million. The Board determined independence is not impaired, but this is a recurring related‑party exposure to monitor for scale, terms, and decision‑making separation (particularly with another CTRA director serving as Aris CEO) .
- Ownership alignment: Current beneficial ownership is small as a first‑time nominee; alignment expected to build via annual RSU grants and compliance with the 5× retainer guideline within five years .
Context signals
- Board independence and controls are robust (9/10 nominees independent; independent committee chairs; annual evaluations) .
- Shareholder support for pay programs strong (≈95% support at 2024 say‑on‑pay), which can reflect confidence in compensation governance and Board oversight, though this relates to executives rather than directors .