Stephen P. Bell
About Stephen P. Bell
Stephen P. Bell serves as Executive Vice President—Business Development at Coterra Energy (CTRA) and has been a named executive officer since the 2021 Cabot–Cimarex merger. He notified the Board of his intent to retire effective December 31, 2025; the Company expects him to remain in role to facilitate a smooth transition and noted his nearly 50 years in the industry and 30+ years at Coterra and predecessors with senior roles in Business Development and Land . Coterra’s 2024 operating context featured production of 677 Mboed, cash flow from operations of $2,795 million, capex of $1,754 million, dividends of $630 million, and repurchases of $456 million, underscoring strong execution against guidance and capital efficiency .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Coterra Energy / Cimarex / Key Production | Executive leadership in Business Development and Land | Over 30 years | Instrumental in building Coterra/Cimarex/Key Production; extensive industry relationships aiding strategy and transactions |
External Roles
- No public company board roles disclosed for Mr. Bell. Skip if not disclosed.
Fixed Compensation
Multi-year compensation (from Summary Compensation Table):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 543,346 | 577,692 | 600,577 |
| Target Bonus (% of Salary) | — | 100% | 100% |
| Annual Cash Incentive Paid ($) | 690,000 | 840,000 | 920,000 |
| All Other Compensation ($) | 80,250 | 200,636 | 219,378 |
| Total Compensation ($) | 4,773,439 | 4,939,830 | 6,522,972 |
Notes:
- The Compensation Committee approved 2024 annual incentives at 161% of aggregate target; Bell’s approved payout equaled $920,000 (152% of target) .
Performance Compensation
Annual Cash Incentive (STI) – 2024 Design and Outcome
| Metric | Weight | Target / Stretch | 2024 Result | Funding | Weighted Funding |
|---|---|---|---|---|---|
| Economic Performance (PVI-10) | 60% | Target 1.50 | 1.81 achieved; strong Permian returns | 162% | 97% |
| Annual Production Guidance (MBOE/day) | 10% | Exceeded target of 655 MBOE/d | Above target; faster cycle times | 183% | 18% |
| Annual Budget Guidance (MM$) | 10% | Beat target of $1,850 MM | Improved D&C efficiency/costs | 188% | 19% |
| GHG Intensity | 5% | Exceeded stretch | Improved flare performance | 200% | 10% |
| Methane Intensity | 5% | Exceeded stretch | Instrument air/liquid unloading | 200% | 10% |
| Flare Intensity | 5% | Exceeded stretch | Better gas capture, VRU runtime | 200% | 10% |
| Tank/Flare Findings | 5% | Exceeded stretch | Legacy retrofit reduced findings | 200% | 10% |
| Total STI Score | 100% | — | — | — | 174% |
Approved payouts for NEOs were modestly below metric outcome (Bell at 152% of target) after committee discretion .
Long-Term Incentive (LTI) – Structure and 2024 Grants
| Element | Weight | Vesting | Performance Scale | Payout Form | 2024 Grant Detail (Bell) |
|---|---|---|---|---|---|
| Relative TSR Performance Shares | 50% | 3-year cliff | 90th=200%; 55th=100%; 30th=50%; <30th=0%; Cap at 100% if negative TSR | >100% payouts settled in cash to limit dilution | 86,010 target PSUs granted 2/21/24; grant-date FV $2,532,995 |
| Time-based RSUs | 50% | 3-year cliff | — | Stock | 86,010 RSUs granted 2/21/24; vests 1/31/27; grant-date FV $2,250,022 |
Company practice: at least half of LTI in performance awards; no vest <3 years; no hedging/pledging; negative TSR payout capped at target .
Equity Ownership & Alignment
Beneficial Ownership
| Holder | Shares Beneficially Owned | % of Class |
|---|---|---|
| Stephen P. Bell | 524,610 | * (less than 1%) |
Stock ownership guidelines for executive officers require holdings equal to 3× annual base salary; unvested RSUs count, performance awards do not; sales not permitted if they would drop holdings below minimum, other than tax withholdings . Company policy prohibits hedging or pledging of company stock by executive officers and directors; trades must be pre-cleared under insider trading policy .
Outstanding and Unvested Awards (12/31/2024)
| Award Type | Quantity | Market Value ($) at $25.54 | Vest / Performance End |
|---|---|---|---|
| RSUs (unvested) | 202,663 | 5,176,013 | 65,217 vests 1/31/26; 86,010 vests 1/31/27; 51,436 vested 1/31/25 |
| PSUs (max unearned) | 456,762 | 11,665,701 | 154,308 ended 1/31/25; 130,434 ends 1/31/26; 172,020 ends 1/31/27 |
2024 Stock Vested for Bell: 146,628 shares; value realized $3,917,900 at $26.72 closing price on 11/29/2024 .
Deferred Compensation (balances 12/31/2024): Company contributions $118,758; aggregate earnings $11,579; aggregate balance $259,147 . Legacy Cimarex Supplemental Savings Plan balance $12,104 earnings in 2024 .
Employment Terms
Planned Retirement
- Bell notified Board on March 3, 2025 of intent to retire effective December 31, 2025; Company press release highlighted tenure and contributions .
Severance and Change-in-Control Terms (Legacy Cimarex Agreement)
| Provision | Non-CIC Qualifying Termination | CIC Qualifying Termination |
|---|---|---|
| Cash severance | 1.5× sum of base salary and average/target bonus (over prior 24 months), paid in installments over 18 months | 2× sum of base salary and average/target bonus (over prior 24 months), paid in installments over 24 months |
| Pro-rata bonus | Lump sum pro-rata of average prior 2 years’ bonus | Lump sum pro-rata |
| Benefits continuation | 18 months medical/dental/vision/disability/life | 24 months medical/dental/vision/disability/life |
| Equity | Pro-rata vesting rules for certain awards; see below | Full accelerated vesting of unvested equity upon CIC; death/disability also accelerate |
| 280G treatment | “Best-net” cutback to avoid excise taxes if beneficial | |
| Cause/Good Reason | “Cause”/“Good Reason” definitions align to Company standards (material diminution, salary reduction, incentive opportunity reduction, relocation >50 miles) | |
| CIC definition threshold | Uses same CIC definition as Company but stockholder continuity threshold at 40% (vs. 60% for others) |
Equity award agreements: immediate vesting on change in control, death or disability; February 2024 awards eligible for retirement vesting under policy (age ≥55 and ≥5 years service may allow 50–100% to remain outstanding to regular vest dates); for Bell, 2022 time-based award vests pro-rata upon termination and 2022 PSUs remain outstanding pro-rata to performance end; 2024 awards (if terminated without cause or for good reason pre-CIC) vest pro-rata (time-based) and remain outstanding pro-rata (performance) .
Clawback policy: recovery of erroneously awarded compensation for current/former executive officers following accounting restatements; applies to cash and equity tied to financial reporting measures .
Compensation Committee & Governance Signals
- Compensation Committee (2024): Amanda M. Brock (Chair), Paul N. Eckley, Hans Helmerich, Marcus A. Watts—all independent .
- Independent compensation consultants: FW Cook (H1 2024) and Zayla Partners (from June 2024) .
- “What we don’t do”: no hedging/pledging; no tax gross-ups; no option repricing; no LTI payouts above target if TSR negative .
- Say-on-Pay: Approximately 95% votes cast supported 2023 executive compensation programs at the 2024 annual meeting .
Investment Implications
- Compensation alignment: Bell’s pay mix is heavily performance-based (50% PSUs tied to relative TSR) with stringent features (negative TSR cap) and STI metrics that incorporate return (PVI-10) and emissions intensity—aligning incentives with capital efficiency and ESG performance .
- Vesting and selling pressure: RSUs and PSUs have 3-year cliff schedules (significant tranches in 2026–2027) and Company prohibits hedging/pledging; retirement policy may allow awards to remain outstanding post-retirement—limiting forced selling but watch for tax-related sales near vest dates .
- Retention risk: Formal retirement announced for end-2025 introduces succession exposure in Business Development; however, Bell’s 2024–2025 LTI letter agreement secured continuity with elevated grant values ($4.5 million target per year) and equity treatment reduces flight risk through long-dated vesting/retirement eligibility .
- Change-in-control economics: 2× salary+bonus cash severance and full equity acceleration under CIC could create executive-level costs in M&A; Bell’s CIC threshold uses 40% continuity—a slightly broader trigger than peers (60%), potentially increasing CIC event probability under certain structures .
- Ownership alignment: 524,610 shares beneficially owned and strict ownership guidelines/supportive clawback and insider trading policies indicate strong alignment and governance discipline .