Thomas E. Jorden
About Thomas E. Jorden
Thomas E. Jorden is Chairman, Chief Executive Officer, and President of Coterra Energy Inc., serving as CEO and President since October 1, 2021 and appointed Chairman effective January 1, 2023. He has ~40 years in E&P, previously CEO, President, and Chairman at Cimarex Energy Co. (CEO/President 2011–2021; Chairman 2012–2021). Age: 67; Director since 2021. Under his leadership, Coterra reports strong operational metrics, including a 2024 STI score of 174% driven by economic returns (PVI-10 1.81), production outperformance, budget discipline, and ESG intensity reductions; the Board’s pay-versus-performance disclosure shows CAP alignment with TSR and net income trends. From the beginning of 2021 through year-end 2023, Coterra delivered +90% TSR.
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Coterra Energy Inc. | Chairman | 2023–Current | Combined CEO/Chair role with Lead Independent Director oversight; strategic capital allocation and governance messaging. |
| Coterra Energy Inc. | Chief Executive Officer and President | 2021–Current | Integration of Cabot/Cimarex; alignment of incentives to returns and ESG; maintained investment-grade balance sheet. |
| Cimarex Energy Co. | Chairman | 2012–2021 | Led strategy and governance; prepared company for merger. |
| Cimarex Energy Co. | Chief Executive Officer and President | 2011–2021 | Operational execution; portfolio development; value creation. |
| Cimarex Energy Co. | EVP Exploration; VP Exploration | 2003–2011; 2002–2003 | Built exploration capabilities; inventory quality. |
| Key Production Co., Union Pacific Resources, Superior Oil | Leadership/Geophysics roles | Pre-2002 | Technical foundation in exploration. |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Cimarex Energy Co. | Director/Chairman | 2012–2021 | Prior public company board; no current public boards. |
| Coterra Energy Inc. | Committee membership | Executive Committee | Provides board-level responsiveness between meetings (0 meetings in 2024). |
Fixed Compensation
| Element | 2023 | 2024 | Notes |
|---|---|---|---|
| Base Salary ($) | $1,125,000 | $1,200,000 | Increase per extended employment letter agreement (Sept 2023). |
| Target Bonus (% of Salary) | 130% | 140% | Raised in 2024 per Jorden Letter Agreement. |
| Target LTI Grant Value ($) | $10,000,000 | $10,000,000 | Mix: 50% performance shares (relative TSR), 50% time-based RSUs with 3-year cliff. |
Performance Compensation
| Component | Metric | Weight | Target | Actual/Comments | Payout |
|---|---|---|---|---|---|
| 2024 STI | Economic Performance (PVI-10) | 60% | 1.50 | Achieved 1.81 (fully burdened), driven by Permian returns | 162% funding; 97% weighted |
| Annual Production Guidance | 10% | 655 MBOE/d | Exceeded target due to well performance and faster cycle times | 183%; 18% weighted | |
| Annual Budget Guidance | 10% | $1,850mm | Beat target on efficiencies; reduced infrastructure spend, cost deflation | 188%; 19% weighted | |
| GHG Intensity | 5% | Company goals | Exceeded stretch; improved flare and lower activity in Marcellus | 200%; 10% weighted | |
| Methane Intensity | 5% | Company goals | Exceeded stretch; instrument air installations, unloading performance | 200%; 10% weighted | |
| Flare Intensity | 5% | Company goals | Exceeded stretch; improved capture and VRU runtime | 200%; 10% weighted | |
| Tank/Flare Findings | 5% | Company goals | Exceeded stretch; legacy facility retrofit reduced findings | 200%; 10% weighted | |
| Total STI Score | 100% | Composite | 174% | ||
| CEO STI payout | Approved by Committee | 149% of target; $2,500,000 | |||
| 2024 LTI design | Relative TSR performance shares | 50% | 55th percentile | Negative TSR cap at target; 3-year measurement | 0–200% scale; >90th=200% |
| Time-based RSUs | 50% | Cliff vest 3 years | Alignment/retention | Vests Jan 31, 2027 |
2024 grants (Feb 21, 2024):
- Performance shares: target 191,132; max 382,264; grant-date fair value $5,628,837; 3-year performance period ending Jan 31, 2027.
- RSUs: 191,132; grant-date fair value $5,000,013; cliff vest Jan 31, 2027.
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership (common shares) | 3,094,666; includes 2,494,438 shares held in trust with shared voting/investment power; percent of class <1%. |
| Stock vested in 2024 | 488,759 shares; value realized $13,059,640 at $26.72 (Nov 29, 2024). |
| Outstanding RSUs (12/31/2024) | 408,523 units; market value $10,433,677 at $25.54. Vesting tranches include Jan 31, 2026 (217,391), Jan 31, 2027 (191,132), plus Jan 31, 2028 (191,705 from 2025 cycle). |
| Outstanding performance shares (12/31/2024) | 1,674,312 at maximum; market/payout value $42,761,928 at $25.54; cohorts ending Jan 31, 2025 (857,266), Jan 31, 2026 (434,782), Jan 31, 2027 (382,264). Final vest depends on TSR results and rules (cash above target). |
| Ownership guidelines | CEO: 6× base salary; unvested RS/RSUs count; performance awards do not; no sales below minimum except for taxes. |
| Hedging/pledging | Prohibited for directors and executive officers (anti-hedging policy). |
| Director independence | Board determined Jorden is not independent (employee director); 9 of 10 2025 nominees are independent. Lead Independent Director provides balance for combined CEO/Chair. |
Employment Terms
| Provision | Terms |
|---|---|
| Employment period | Extended via September 2023 Jorden Letter Agreement; CEO through October 2026; Board removal requires supermajority until term expiration. |
| Severance (no CIC) | If terminated without cause or resigns for good reason: monthly installments over 36 months equal to 3× the sum of (half of annual base) + (half of average cash incentive of prior 24 months); pro-rata bonus for year of termination; 36 months benefits continuation. One-year non-compete and non-solicit. |
| Severance (CIC or death/disability) | All equity awards vest in full; for termination without cause/good reason equity vests with performance determined as of termination. 280G “best-net” cutback applies (no gross-ups). |
| Change-in-control agreement | Upon employment period expiration, a CIC agreement no less favorable than other executives will be entered. |
| Deferred compensation | 2024: Exec contributions $319,856; registrant contributions $262,570; earnings $144,991; year-end balance $1,306,767. |
| Clawback | Company-wide clawback applies to cash/equity tied to financial reporting measures post-restatement. |
Multi-year Compensation Summary (CEO)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $1,103,366 | $1,125,000 | $1,198,558 |
| Stock Awards ($) | $12,554,661 | $11,071,724 | $10,628,850 |
| Non-Equity Incentive ($) | $1,462,500 | $2,000,000 | $2,500,000 |
| All Other Compensation ($) | $182,870 | $351,129 | $421,552 |
| Total ($) | $15,303,397 | $14,547,853 | $14,748,960 |
Board Governance
- Combined Chairman and CEO structure; Board uses a Lead Independent Director (Robert S. Boswell during 2024) with defined duties to balance strategy and oversight; Jorden is on the Executive Committee; all other Board committees are fully independent.
- Meetings and attendance: Board met nine times in 2024; all directors attended ≥75% of meetings and committee meetings.
- Say-on-pay approval: ~95% support at 2024 annual meeting; Committee maintains engagement and alignment with shareholder feedback.
Compensation Structure Analysis (signals)
- Increased at-risk pay linked to economic returns and ESG outcomes; 2024 STI performance at 174% while CEO payout was moderated to 149% indicates calibration and Committee discretion.
- LTI shifted to 50% RSUs and 50% performance shares (relative TSR), with negative TSR cap at target—reduces windfalls and aligns to shareholder experience.
- No options repricing; no tax gross-ups; robust clawback and anti-hedging/pledging policies—governance-friendly features.
Investment Implications
- Alignment: Strong pay-for-performance design centered on PVI-10 returns, production/budget credibility, and ESG intensity metrics; 2024 STI achieved 174% and CEO payout calibrated—supports operational discipline.
- Retention and Overhang: Contract through Oct 2026 and retirement vesting eligibility reduce near-term retention risk; however, significant vesting events (e.g., RSUs 2026/2027/2028 and performance shares maturing 2025–2027) may create episodic selling pressure; monitor Form 4s around vest dates.
- Governance: Combined CEO/Chair mitigated by Lead Independent Director and independent committees; independence determinations explicitly note Jorden as non-independent.
- TSR history: Company cites +90% TSR from the beginning of 2021 to end-2023, with CAP tracking TSR and net income—reinforces design effectiveness if sustained.
Notes on policies and practices
- Stock ownership guidelines: CEO 6× salary; sales below minimum restricted (tax exceptions).
- Prohibited practices: hedging/pledging, option repricing, and tax gross-ups (legacy best-net cutback applies).
- Director independence: 9 of 10 nominees independent in 2025; all committee members (except Executive) independent.