Lisa Stewart
Director at CTRA
Board
About Lisa A. Stewart
Independent director of Coterra Energy since 2021 (years served: 4), age 67. Stewart brings 40+ years of oil and gas leadership spanning reservoir engineering, business development, EHS and executive roles; she holds NACD Director Certification (NACD.DC, 2021) and a Certificate in Cybersecurity Oversight (Carnegie Mellon CERT, 2025) . Current Coterra committees: Audit (member), Environment, Health & Safety (Chair), and Executive (member); the Board has determined she is independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sheridan Production Partners | Executive Chairman; President & CEO; Chief Investment Officer | 2006–Current; 2016–2020; 2006–2020 | Led E&P investing/operations |
| El Paso Corporation | Executive Vice President | 2004–2006 | Senior leadership across E&P |
| El Paso E&P | President | 2004–2006 | Ran E&P business unit |
| Apache Corporation | Executive Vice President & various capacities | 1984–2004 | Reservoir engineering, operations leadership |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Western Midstream Partners, LP (GP) | Director | 2020–Current | Compensation Committee member |
| Jadestone Energy PLC | Director | 2019–2024 | Upstream E&P exposure (Asia Pacific) |
| Cimarex Energy Co. | Director | 2015–2021 | Pre-merger Coterra predecessor board service |
Board Governance
- Committee assignments: Audit member (Audit Committee includes Stewart; all members designated “audit committee financial experts”), Chair of Environment, Health & Safety (EHS), and Executive Committee member .
- Independence: Board determined Stewart is independent; it reviewed transactions with entities where she serves/served and concluded no impairment to independence .
- Attendance: Board met 9 times in 2024; all directors attended at least 75% of Board and relevant committee meetings, and all attended the annual meeting .
- Committee activity (2024): Audit (4 meetings), Compensation (5), EHS (4), Governance & Social Responsibility (5), Executive (0); all four standing committees are fully independent with independent chairs .
- Executive sessions: Led by an independent director at all Board and committee meetings; Board employs annual performance evaluations and director education .
- Lead Independent Director: Robert S. Boswell served as Lead Independent Director through the 2024–2025 term under succession framework .
Fixed Compensation
| Component | 2024–2025 Term | Stewart 2024 Actual | Notes |
|---|---|---|---|
| Annual cash retainer | $105,000 | $125,000 | Includes $20,000 committee chair fee (EHS) |
| Committee member fees | $0 | $0 | No fees for non-chair committee service |
| Meeting fees | $0 | $0 | No meeting fees |
| Lead Independent Director fee | $40,000 | $0 | Stewart not Lead Independent Director |
| Matching gifts (per year cap) | Up to $5,000 | $0 | Corporate programs cap |
Performance Compensation
| Equity Element | Grant Detail | Value/Units | Vesting & Features |
|---|---|---|---|
| Annual equity retainer (RSUs) | Granted May 2024 | $200,000 (grant policy) ; $200,013 (grant-date fair value) | Restrictions lapse April 30, 2025 or earlier departure (other than removal); accrues cash dividend equivalents; 7,123 RSUs granted to each non-employee director |
| 2025–2026 policy change | Effective for 2025–2026 term | Annual equity retainer increased to $210,000 | Other components unchanged |
| Stock options | Not used | N/A | Company did not grant options in 2024; options not an element of director pay |
Directors’ RSUs are time-based; no performance conditions or meeting fees are paid .
Other Directorships & Interlocks
| Entity | Relationship to CTRA | Board Independence Conclusion |
|---|---|---|
| Western Midstream Partners, LP (GP) | Midstream operator; Stewart serves on GP board | Board reviewed relationships with entities where Stewart serves/served and determined no relationships impair independence |
| Jadestone Energy PLC | Former director | Included in independence review; no impairment determined |
Expertise & Qualifications
- Deep E&P and midstream expertise (Apache, El Paso E&P/Corp, Sheridan) across engineering, operations, EHS, and capital allocation .
- Governance credentials: NACD.DC (2021) and Cybersecurity Oversight certificate (2025), supporting Audit Committee and cyber-risk oversight responsibilities .
- Audit Committee “financial expert” designation alongside other members; Audit Committee oversees reserves estimation, internal audit outsourcing to KPMG, and cybersecurity risk management .
Equity Ownership
| Metric | Value | Method/Notes |
|---|---|---|
| Beneficial ownership (shares) | 108,719 | Includes 5,700 in an IRA |
| Shares outstanding | 764,096,129 | As of March 6, 2025 |
| Ownership (% of SO) | ~0.014% | Computed from disclosed figures |
| RSUs outstanding (director cohort detail) | 7,123 RSUs granted in 2024 to each non-employee director | Director RSUs vest 4/30/2025; dividend equivalents accrue |
| Ownership guidelines | 5× annual cash retainer for directors; 5-year compliance window from initial election | Unvested RSUs count; performance awards do not; sales restricted by guidelines |
| Hedging/pledging | Prohibited for directors under insider trading policy | Pre-clearance required; policy filed in 2024 10-K |
Insider Trades
| Date | Form | Transaction | Detail/Link |
|---|---|---|---|
| May 7–9, 2024 | Form 4 | Stock award (RSU grant) | Director annual RSU grant consistent with 7,123 RSUs per policy |
| Oct 1–5, 2021 | Form 4 | Stock award (grant on merger closing) | Director equity following Cabot–Cimarex merger |
Governance Assessment
- Strengths: Independent director with substantial E&P/midstream operating experience; chairs EHS with direct oversight of sustainability, safety and climate programs; serves on Audit with “financial expert” designation and cyber-risk training—supports board effectiveness on operational and risk topics .
- Alignment: Director pay emphasizes time-based equity (annual RSUs) and ownership guidelines; hedging/pledging prohibited—supports skin-in-the-game and investor alignment .
- Engagement: Board and committees met regularly; audit/internal audit and cyber oversight processes in place; all directors met attendance thresholds and attended the annual meeting .
- Conflicts/related party exposure: No related-party transactions disclosed for Stewart; Board reviewed interlocks and deemed independence unimpaired (including entities where she serves) .
- Signals: Director compensation unchanged for 2024–2025 term, with modest equity retainer increase starting 2025–2026; no meeting fees or option grants (avoids option repricing risk) .
- RED FLAGS: None disclosed specific to Stewart; monitor potential interlock with Western Midstream for future transactions (Board currently concludes no impairment) .
Broader shareholder context: Say-on-pay support for executive programs was ~95% at the 2024 meeting, indicating general investor confidence in compensation governance under Board oversight .