Marcus Watts
Director at CTRA
Board
About Marcus A. Watts
Marcus A. Watts (age 66) is an independent director of Coterra Energy (CTRA) since 2017, bringing legal, transactional, regulatory, and management expertise from oil and gas and adjacent industries. He holds a J.D. from Harvard Law School and a B.S. in Mechanical Engineering from Texas A&M University, and currently serves as President of The Friedkin Group; his governance contributions include co-chairing the Governance & Social Responsibility Committee and membership on the Compensation Committee . He is nominated for re‑election to the board in 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Locke Lord LLP (nka Troutman Pepper Locke LLP) | Managing Partner (Houston); Vice Chair, firmwide Executive Committee | 1984–2010 | Corporate, securities, governance legal advisory; leadership roles |
| Complete Production Services | Director (until merger with Superior Energy in 2012) | Pre‑2012 | Energy sector board experience |
| Federal Reserve Bank of Dallas—Houston Branch | Director; Chairman | 2014–2019 (Chairman 2017–2019) | Oversight and regulatory perspective |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Friedkin Group | President | 2011–current | Corporate leadership and operations |
| Service Corporation International (SCI) | Director | 2012–current | Public board experience; no CTRA interlocks disclosed |
| Greater Houston Partnership | Director; Former Chairman | 2012–current | Regional economic development leadership |
Board Governance
- Independence: Independent; all directors other than Messrs. Dinges and Jorden are independent .
- Committees: Compensation (member); Governance & Social Responsibility (Co‑Chair); 2024 meetings: Compensation (5), Governance & Social Responsibility (5). Committee charters emphasize oversight of executive pay, director compensation, governance effectiveness, and ESG initiatives .
- Attendance: Board met 9 times in 2024; all directors attended at least 75% of Board and committee meetings; all directors attended the 2024 annual meeting .
- Board leadership: Combined Chair/CEO with a Lead Independent Director; governance checks include majority independence and only non‑employee directors on committees (other than Executive) .
Fixed Compensation (Non‑Employee Director)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (2024–2025 term) | $105,000 | Standard cash retainer |
| Committee chair retainer | $20,000 | Governance & Social Responsibility co‑chairs split; Mr. Watts receives $10,000 |
| Annual equity retainer (RSUs) | $200,000 | Issued as RSUs under 2023 Plan; restrictions lapse Apr 30, 2025 or earlier departure not by removal; accrues cash dividend equivalents |
| 2024 RSU grant (shares) | 7,123 | Granted May 7, 2024; vest terms as above |
| 2024 cash actually earned (Watts) | $115,000 | Retainer + split chair fee |
| 2024 stock awards (grant‑date fair value) | $200,013 | RSUs, ASC 718 valuation |
| 2024 total director compensation (Watts) | $315,013 | Sum of cash + equity; no meeting fees, options, or perqs reported |
| Deferred compensation option | Available | May defer cash/equity into RSUs; distribution upon leaving board |
| Policy update (2025–2026 term) | Equity retainer increased to $210,000 | Zayla Partners engaged; no other component changes |
Performance Compensation
| Feature | Terms |
|---|---|
| Performance metrics in director pay | None; director equity retainer is time‑vested RSUs with dividend equivalents; no options, no meeting fees |
| Clawback / risk guardrails (company program) | Company maintains clawback policy; prohibits hedging/pledging by directors and executive officers |
Other Directorships & Interlocks
| Company | Role | Start | Interlocks/Transactions |
|---|---|---|---|
| Service Corporation International | Director | 2012 | No CTRA compensation committee interlocks; no Item 404 related transactions disclosed involving Watts |
- Compensation Committee Interlocks: Committee composed solely of independent directors (Chair Brock; Eckley; Helmerich; Watts); no interlocks or insider participation reported .
Expertise & Qualifications
- Legal and governance expertise from BigLaw leadership (Locke Lord LLP), advising on corporate, securities, and governance issues .
- Energy, industrial, and multi‑industry management from The Friedkin Group and prior energy company board service .
- Regulatory and macro oversight from Federal Reserve Bank board tenure (Chairman 2017–2019) .
- Education: J.D., Harvard Law School; B.S. Mechanical Engineering, Texas A&M University .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | RSU Detail |
|---|---|---|---|
| Marcus A. Watts | 70,328 | * | Includes RSUs where restrictions lapse upon retirement from Board (57,521) and 2024 RSUs vesting Apr 30, 2025 (7,123); dividend equivalents accrue on RSUs |
- Stock ownership guidelines: Non‑employee directors must hold 5× annual cash retainer; compliance window is five years from initial election. Unvested restricted stock/RSUs count; options/performance awards do not count .
- Hedging/pledging: Prohibited for directors .
- Pledging or related‑party holdings: No pledging disclosed; no related‑party transactions involving Watts reported for 2024 .
Governance Assessment
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Strengths:
- Independent director with 7+ years tenure, co‑chairs Governance & Social Responsibility and serves on Compensation—positions with direct influence on board composition, effectiveness, ESG, and executive/director pay design .
- Attendance and engagement: Meets board attendance expectations; participates in committees with regular meeting cadence (Compensation 5; Governance & Social Responsibility 5 in 2024) .
- Alignment: Material beneficial ownership including long‑dated RSUs; subject to 5× retainer ownership guideline and hedging/pledging prohibitions .
- No conflicts: Proxy discloses related‑party transactions for other directors; none involving Watts; compensation committee interlocks explicitly denied .
-
Watch items:
- Time commitments: External role as SCI director and President of The Friedkin Group—monitor for any emerging related‑party exposure or overboarding risk; none disclosed currently .
- Director pay trajectory: Equity retainer increased to $210,000 for 2025–2026 term—monitor pay‑for‑performance balance and market benchmarking over time .
- Committee reassignments: Governance & Social Responsibility Committee intends to recommend committee membership changes following the 2025 meeting; track Watts’ chair roles post‑election .
-
Red flags: None disclosed—no hedging/pledging, no meeting fees, no options, no related‑party transactions linked to Watts in 2024 .
Overall governance signal: Positive. Watts’ legal/regulatory acumen and committee leadership support board effectiveness and pay governance, with no current conflict disclosures or attendance concerns **[858470_0001104659-25-026126_tm2429648-2_def14a.htm:17]** **[858470_0001104659-25-026126_tm2429648-2_def14a.htm:24]** **[858470_0001104659-25-026126_tm2429648-2_def14a.htm:26]** **[858470_0001104659-25-026126_tm2429648-2_def14a.htm:28]** **[858470_0001104659-25-026126_tm2429648-2_def14a.htm:40]**.