Shannon E. Young III
Executive Vice President and Chief Financial Officer at CTRA
Executive
About Shannon E. Young III
Executive Vice President and Chief Financial Officer of Coterra Energy (appointed July 10, 2023). Age 54 as of February 25, 2025 . Prior experience includes CFO roles at Talos Energy and other E&Ps, and 12+ years in energy investment banking at Goldman Sachs and Morgan Stanley, underpinning capital markets and M&A expertise . Company performance context: Revenues and EBITDA softened in FY 2024 vs FY 2023 amid commodity prices, while TSR for a $100 investment rose to $187.80 in 2024 (from $181.70 in 2023) per pay-versus-performance disclosures .
Company financials (context):
| Metric ($USD Billions) | FY 2023 | FY 2024 |
|---|---|---|
| Revenues | 5.398* | 5.167* |
| EBITDA | 3.795* | 3.226* |
Values retrieved from S&P Global.
TSR context: Value of $100 investment – 2023: $181.70; 2024: $187.80 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Talos Energy Inc. | EVP & CFO | 2019–2023 | Led public E&P finance, capital markets, and reporting through commodity cycles . |
| Sheridan Production Co., Cobalt International Energy, Talos Energy LLC | CFO roles | Pre‑2019 | Private/public E&P finance leadership, liquidity and restructuring experience . |
| Goldman Sachs (Global Energy Group) | Managing Director | 2010–2014 | Energy investment banking leadership; advised on capital markets/M&A . |
| Morgan Stanley | Investment banker | 1998–2010 | Energy coverage; multi‑cycle transaction execution . |
External Roles
No external public company directorships disclosed in Coterra filings reviewed .
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Base salary (target) | $620,000 (set on hire) | $645,000 (target) |
| Base salary (paid) | $290,923 (partial year) | $640,193 |
| Target annual bonus (% salary) | 100% | 100% |
| Actual annual bonus (cash) | $780,000 (non‑equity incentive) | $1,100,000 (171% of target) |
| Sign‑on cash | $100,000 (on commencement) | — |
Notes: 2024 bonus reflects Compensation Committee approved payout vs. metric achievement .
Performance Compensation
Short‑Term Incentive (STI) design and 2024 outcomes:
| Metric | Weight | Target | 2024 actual/outcome commentary | Payout factor | Weighted funding |
|---|---|---|---|---|---|
| Economic Performance (PVI‑10) | 60% | 1.50 | Achieved 1.81, driven by Permian returns | 162% | 97% |
| Annual Production guidance (MBOE/d) | 10% | 655 | Exceeded target via well performance and cycle time gains | 183% | 18% |
| Annual Budget guidance ($MM) | 10% | 1,850 | Beat budget on efficiency and cost deflation | 188% | 19% |
| GHG Intensity | 5% | Disclosed curve | Exceeded stretch (improved flare performance, lower activity in Marcellus) | 200% | 10% |
| Methane Intensity | 5% | Disclosed curve | Exceeded stretch (instrument air installations, unloading performance) | 200% | 10% |
| Flare Intensity | 5% | Disclosed curve | Exceeded stretch (gas capture, VRU uptime, shut‑in management) | 200% | 10% |
| Tank/Flare Findings | 5% | Disclosed curve | Exceeded stretch (facility retrofit program) | 200% | 10% |
| Total | 100% | — | — | — | 174% total STI score |
Long‑Term Incentive (LTI) structure and terms:
- Mix: 50% relative TSR performance shares (3‑year performance); 50% time‑based RSUs (3‑year cliff) .
- TSR plan: 55th percentile = 100% payout; 90th = 200%; 30th = 50%; cap at target if absolute TSR negative; over‑target payouts settled in cash to limit dilution .
- No stock options in program; legacy options only at company level; none granted in 2024 .
Grant detail (Young):
| Grant date | Instrument | Target units | Grant date fair value ($) | Vesting/measurement |
|---|---|---|---|---|
| Jul 6, 2023 | RSUs | 81,030 | 2,011,165 | Cliff vest Jan 31, 2026 |
| Jul 6, 2023 | TSR Performance Shares | 81,030 | 2,568,651 | 3‑yr performance period ends Jan 31, 2026 |
| Feb 21, 2024 | RSUs | 71,675 | 1,875,018 | Cliff vest Jan 31, 2027 |
| Feb 21, 2024 | TSR Performance Shares | 71,675 | 2,110,829 | 3‑yr performance period ends Jan 31, 2027 |
Actual STI payouts (selected NEOs; 2024):
| Executive | Target (% salary) | Approved (% of target) | Cash award ($) |
|---|---|---|---|
| Shannon E. Young III (CFO) | 100% | 171% | 1,100,000 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 222,416 shares as of March 6, 2025 . |
| Ownership as % of shares outstanding | ~0.03% (222,416 / 764,096,129) . |
| Unvested RSUs (12/31/24) | 152,705 units; market value $3,900,086 at $25.54 . |
| Unearned PSUs (max basis, 12/31/24) | 305,410 units; payout value at max $7,800,171 at $25.54 (actual depends on TSR) . |
| Next RSU vesting | 81,030 units on Jan 31, 2026; additional 71,675 on Jan 31, 2027 . |
| Next PSU performance ends | Jan 31, 2026 (162,060 target basis outstanding) and Jan 31, 2027 (143,350 target basis outstanding) . |
| Pledging/hedging | Prohibited for executive officers/directors . |
| Ownership guidelines | 3× base salary for executive officers; 3‑year compliance window from appointment . |
| Compliance status timing | Window runs through July 2026 (appointed July 2023) . |
| 2024 deferred comp plan | Company contribution $116,719; year‑end balance $128,815 . |
Note: No 2024 vestings for Young (Stock Vested table shows “—”) .
Employment Terms
Severance and change‑in‑control (CIC) economics (Coterra severance compensation agreement):
- Qualifying termination (without cause/for good reason): 1.5× (base salary + higher of average cash bonus or highest target bonus over prior 24 months), paid over 18 months; pro‑rated target bonus; 18 months of medical/dental/vision/disability/life continuation .
- CIC termination (within 18 months following a CIC): 2× (same base+bonus construct) over 24 months; pro‑rated target bonus; 24 months of benefits continuation .
- Equity treatment: Upon CIC or death/disability, awards fully vest per plan/agreements; upon qualifying termination pre‑CIC, 2024 awards pro‑rate (time‑based RSUs accelerate pro‑rata; PSUs remain outstanding pro‑rata to earn based on actual performance) .
- Restrictive covenants: One‑year post‑termination non‑compete and non‑solicit (employees and clients/customers) .
- 280G: “Best‑net” cutback applies (reduce if beneficial to avoid excise tax) .
- 2024 potential payout illustration (as of 12/31/24): For Young, non‑CIC termination total ~$11.38M; CIC termination total ~$16.09M; details include severance cash, pro‑rated bonus, equity value assumptions and benefits .
Performance & Context
Pay‑versus‑performance and incentives:
- 2024 STI score of 174% driven by PVI‑10 outperformance and operating/emissions targets; CFO’s approved payout at 171% reflects Committee calibration vs. formulaic result .
- LTI uses 50% relative TSR with a cap at target for negative TSR, reducing windfall risk; over‑target payouts above 100% paid in cash to limit dilution .
Peer and governance framework:
- Compensation benchmarking references a 10‑company E&P peer set; company positioned ~48th percentile of market cap at approval; design references peer median for cash and equity .
- Say‑on‑pay support: ~95% approval at 2024 annual meeting for 2023 programs .
- Clawback policy in place covering incentive pay tied to financial reporting measures; strict insider trading policy with pre‑clearance and prohibition on hedging/pledging .
Investment Implications
- Alignment quality: Strong pay‑for‑performance structure (TSR‑based PSUs, cap in negative TSR, cash over‑target payouts) and emissions/returns‑driven STI metrics support shareholder alignment and discourage excessive risk‑taking .
- Retention risk: Material unvested RSUs/PSUs (RSU cliffs in 2026/2027; PSU periods ending 2026/2027) plus standard severance/CIC economics (1.5×/2× cash; 12–24 months benefits; equity acceleration rules) provide meaningful retention hooks but could create CIC acceleration optics; 1‑year non‑compete mitigates post‑departure risk .
- Trading signals/overhang: No Young vestings in 2024; upcoming RSU cliffs and possible PSU settlements in early 2026 and early 2027 could create episodic liquidity events; however, pledging/hedging prohibitions and pre‑clearance reduce disorderly selling risk .
- Performance backdrop: Company TSR remained elevated in 2024 per CAP disclosures; revenues/EBITDA eased YoY, consistent with macro pricing; 2024 STI outperformance suggests operational execution supporting cash generation under the CFO’s tenure .
Appendix: Additional Data
Multi‑year compensation snapshots (Young):
| Metric | 2023 | 2024 |
|---|---|---|
| Salary ($) | 290,923 | 640,193 |
| Non‑equity incentive ($) | 780,000 | 1,100,000 |
| Stock awards grant‑date fair value ($) | 4,579,816 | 3,985,847 |
| All other comp ($) | 60,214 | 213,476 |
Education and credentials:
- B.B.A. in Finance, University of Texas at Austin; M.B.A. (with distinction), Tuck School of Business at Dartmouth .
- SOX 302/906 certifications filed as CFO (e.g., FY 2024 10‑K; Q1 2025 10‑Q) .
All citations refer to company filings as indicated: DEF 14A 2025 (period Q4 2024) [18:xx], DEF 14A 2024 (period Q4 2023) [19:xx], 10‑K FY 2024 [24:xx], 10‑K FY 2023 [23:xx], 8‑K (June 15, 2023) .
S&P Global disclaimer: Financial values marked with an asterisk (*) were retrieved from S&P Global.