Michael D. DeShazer
Senior Vice President—Business Units at CTRA
Executive
About Michael D. DeShazer
Michael D. DeShazer, age 39, is Senior Vice President—Business Units at Coterra (promoted May 2024), after serving as Vice President—Business Units since the 2021 Cabot–Cimarex merger; he joined Cimarex in 2007 and previously led the Permian BU, technology, and asset evaluation teams . He is a licensed Professional Engineer with a B.S. in Chemical Engineering and an M.E.B. (Master’s of Energy Business) from the University of Tulsa . Company performance context during his latest fiscal period: Coterra’s FY2024 revenue was $5.167B* (down from $5.398B in FY2023) and EBITDA was $3.226B*, reflecting gas/oil macro and capital discipline; the 2024 short-term incentive scorecard paid at 174% of target on strong economic returns, volumes, budget discipline, and emissions intensity . Long-term incentives are 50% three-year relative TSR with a cap at target if TSR is negative, aligning pay with shareholder outcomes .
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenues ($, USD) | 5,398,000,000 | 5,167,000,000* |
| EBITDA ($, USD) | 3,795,000,000* | 3,226,000,000* |
Values marked with * retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic scope/impact |
|---|---|---|---|
| Coterra Energy | SVP—Business Units | May 2024–present | Oversees BU execution across Permian/Anadarko/Marcellus |
| Coterra Energy | VP—Business Units | Oct 2021–May 2024 | Multi-basin BU leadership after merger |
| Cimarex Energy | VP—Permian BU | 2019–Oct 2021 | Led Permian asset |
| Cimarex Energy | Asset Evaluation Team Manager | 2018–2019 | Portfolio evaluation leadership |
| Cimarex Energy | Technology Group Manager | 2016–2018 | Technology/engineering leadership |
| Cimarex Energy | Various engineering/reservoir roles | 2007–2016 | Operations/engineering progression |
External Roles
- No public company directorships or external roles disclosed for DeShazer .
Fixed Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Base Salary ($) | 425,000 | 470,000 | +11% on promotion (May 2024) |
| Target Bonus (% of Salary) | 100% | 100% | Unchanged |
| Actual Annual Cash Incentive ($) | — | 940,000 | Approved at 200% of target for 2024 |
Performance Compensation
Short-term incentive (STI) – 2024 metrics, targets, and payouts
| Metric | Weight | Threshold (50%) | Target (100%) | Stretch (200%) | 2024 Result Funding | Weighted Funding |
|---|---|---|---|---|---|---|
| Economic Performance (PVI-10) | 60% | — | — | — | 162% | 97% |
| Annual Production Guidance (MBOE/d) | 10% | — | 655 | — | 183% | 18% |
| Annual Budget Guidance (MM$) | 10% | — | 1,850 | — | 188% | 19% |
| GHG Intensity | 5% | — | — | — | 200% | 10% |
| Methane Intensity | 5% | — | — | — | 200% | 10% |
| Flare Intensity | 5% | — | — | — | 200% | 10% |
| Tank/Flare Findings | 5% | — | — | — | 200% | 10% |
| Total STI Score | 100% | — | — | — | — | 174% |
Long-term incentive (LTI) design and 2024 grants
- Structure: 50% relative TSR performance shares (3-year), 50% time-based RSUs (3-year cliff). TSR target at 55th percentile; threshold at 30th; max at 90th; cap at target if absolute TSR is negative; >100% payouts over target are settled in cash to limit dilution .
- 2024 grant (Feb 21, 2024) to DeShazer:
- Performance Shares: target 30,582; max 61,164; performance period ends Jan 31, 2027 .
- Time-based RSUs: 30,582; vest Jan 31, 2027 .
| LTI Element | Grant Date | Target (#) | Max (#) | Vest/Performance | Fair Value Basis |
|---|---|---|---|---|---|
| Relative TSR PSUs | 02/21/2024 | 30,582 | 61,164 | 3-year performance to 01/31/2027 | Monte Carlo; grant FV $29.45/share |
| Time-based RSUs | 02/21/2024 | 30,582 | — | Cliff vest 01/31/2027 | Closing price $26.16/share |
Vesting cadence/near-term supply
- Unvested RSUs at 12/31/2024: 75,988; with tranches vesting 01/31/2026 (28,261) and 01/31/2027 (30,582); 17,145 lapsed 01/31/2025 .
- 2024 stock vested: 48,876 shares valued at $1,305,967 (based on 11/29/2024 close), indicating potential periodic liquidity around vesting dates .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (03/06/2025) | 162,147 shares; <1% of class |
| Unvested RSUs (12/31/2024) | 75,988 ($1,940,734 at $25.54) |
| Unearned PSUs outstanding (max) | 169,122 ($4,319,376 at $25.54) |
| Options | Company does not use options in current program; only legacy Cimarex options outstanding corporate-wide; no NEO option grants in 2024 |
| Ownership guidelines | Executives must hold ≥3× base salary; 3-year compliance window; unvested RSUs count, PSUs/options do not; no sales below minimum (except for taxes) |
| Hedging/pledging | Prohibited for executive officers and directors |
| Clawback | Applies to erroneously awarded incentive comp after certain restatements, regardless of fault |
Employment Terms
- Severance agreement (standard Coterra form): If terminated without cause or for good reason:
- Cash severance equal to 1.5× (non-CIC) or 2.0× (CIC within 18 months) of (highest base salary in prior 24 months + higher of average cash incentive or highest target bonus in prior 24 months), paid over 18/24 months; pro-rated target bonus; 18/24 months of benefits continuation; equity generally pro-rated for time (RSUs accelerate; PSUs remain outstanding subject to performance), with CIC treatment per plan .
- Restrictive covenants: 1-year non-compete and non-solicit (employees and customers) .
- 280G: “Best‑net” cutback to avoid excise taxes if beneficial .
Estimated severance economics (as of 12/31/2024)
| Scenario | Cash (Salary + Bonus multiples, pro-rata bonus) | Equity treatment | Benefits | Total |
|---|---|---|---|---|
| Involuntary not-for-cause / Good reason (non‑CIC) | $2,585,000 (incl. $470,000 pro‑rata bonus) | RSU accel $663,734; PSUs remain eligible $476,474 | $59,189 | $4,187,098 |
| CIC termination (within 18 months) | $2,820,000 (incl. $470,000 pro‑rata bonus) | RSU accel $1,940,734; PSUs accel $4,319,376 | $78,919 | $10,031,729 |
Compensation Structure Notes (governance and alignment)
- 2024 STI outcome reflected strong execution: total STI score 174%; DeShazer’s approved payout at 200% of target ($940,000) .
- LTI emphasizes at‑risk equity (≥50% performance-based) and relative TSR with downside caps in negative markets; no stock option grants in program .
- Perquisites are limited (executive physicals, financial/tax planning, supplemental life; no personal aircraft use) .
- No tax gross-ups, no repricing; hedging/pledging prohibited; robust clawback .
Say‑on‑Pay and Peer Benchmarking
- Say‑on‑pay: ~95% approval at 2024 annual meeting (for 2023 programs), indicating strong shareholder support .
- 2024 compensation peer group included: Antero, APA, Devon, Diamondback, EOG, EQT, Occidental, Ovintiv, “Expand Energy Corporation,” Marathon Oil (note: peer composition updated over time as some peers were acquired or delisted) .
Performance & Track Record
- Executive leadership: Promoted to SVP over Business Units in 2024, spanning Permian/Anadarko/Marcellus operations; active in investor interactions (earnings calls) on capital and maintenance capex topics .
- 2024 scorecard delivery across returns, volumes, budget, and emissions suggests execution strength in BU operations aligned with corporate KPIs .
Investment Implications
- Pay-for-performance alignment: High at-risk mix (STI 174% corporate outcome; 50% TSR-based LTI with negative-TSR cap) reduces misalignment risk; no hedging/pledging and a strong clawback add governance strength .
- Retention vs. selling pressure: Multi-year cliff RSU/PSU cycles (notably 01/31 vest dates) and meaningful unvested equity (RSUs 75,988; PSUs at max 169,122) support retention; periodic vesting could create episodic liquidity around vest dates but hedging/pledging is prohibited .
- Change‑in‑control economics: Standard, double‑trigger severance with 2× multiple and full equity vesting upon CIC termination; quantifiable exposure ($10.0M estimate as of 12/31/24) is not atypical for sector peers but should be monitored in M&A contexts .
- Ownership alignment: Beneficial holdings (162,147; <1% of class) plus stock ownership guidelines (3× salary) and no‑sale constraints below minimum help maintain equity alignment; individual compliance status not disclosed .
This analysis is based on Coterra’s 2025 DEF 14A, 2024/2025 10-K executive disclosures, and SEC Section 16 filings as cited above.