Michael Hollis
About Michael Hollis
Michael L. Hollis is Interim CEO (since Sept 15, 2025), President (since August 2020), and a director of HighPeak Energy (HPK). He is 49 and holds a B.S. in Chemical Engineering from LSU (1998). Prior roles include President/COO of Diamondback Energy and drilling/operations roles at Chesapeake, ConocoPhillips, and Burlington. HPK’s proxy discloses no formal pay-for-performance framework (bonuses are discretionary), and as an EGC, HPK does not provide “pay vs. performance” TSR/financial linkage; thus no disclosed TSR/revenue/EBITDA performance alignment metrics for Hollis to date .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| HighPeak Energy (HPK) | President; Director | Aug 2020–present | Executive leadership through public-company phase in the Midland Basin; joined Board at listing |
| Pure Acquisition Corp. (SPAC) | President | Dec 2019–Aug 2020 | Led SPAC through business combination that formed HPK |
| Diamondback Energy (FANG) | President & COO; COO; VP Drilling | 2011–2019 (exec roles: 2015–2019) | Built Permian operating platform during rapid growth phase |
| Chesapeake Energy | Drilling Manager | Prior to 2011 | Drilling leadership experience |
| ConocoPhillips; Burlington Resources | Engineering roles (production, completions, drilling) | Prior to 2011 | Broad upstream operating foundation |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Diamondback Energy (FANG) | Director | Since 2011 (historical disclosure) | Board experience at large-cap Permian E&P |
| Viper Energy Partners (VNOM) | Director | Since 2011 (historical disclosure) | Royalty/MLP governance experience |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 1,200,000 | 1,200,000 |
| Annual Cash Bonus ($) | 650,000 | 785,000 |
| All Other Compensation ($) | 181,987 (incl. 401k; DERs on options) | 313,992 (incl. $13,800 401k; $300,192 dividend equivalents on options) |
| Total ($) | 4,131,987 | 2,298,992 |
Notes:
- HPK does not maintain a formal annual incentive plan; bonuses are discretionary and based on individual and company performance .
- Dividend equivalent rights (DERs) are paid in cash on vested options at the time dividends are paid to shareholders (material cash component of “all other compensation”) .
Performance Compensation
Long-Term Equity Awards and Vesting
| Award Type | Grant Date | Quantity | Price/Type | Vesting | Expiration/Exercise |
|---|---|---|---|---|---|
| Stock Options | 08/24/2020 | 1,215,000 | $10.00 | 1/3 on grant; 1/3 yr1; 1/3 yr2 (time-based) | 08/23/2030 |
| Stock Options | 11/04/2021 | 35,000 | $14.36 | 1/3 on grant; 1/3 yr1; 1/3 yr2 (time-based) | 11/03/2031 |
| Restricted Stock | 11/04/2021 | 115,000 | RS | Time-based; vesting date extended to 12/31/2025 | N/A |
| Stock Options | 05/04/2022 | 121,500 | $29.67 | Fully vested at grant | 05/03/2032 |
| Stock Options | 08/15/2022 | 104,700 | $19.98 | Fully vested at grant | 08/14/2032 |
| Stock Options | 07/19/2023 | 400,000 | $10.50 | Fully vested at grant; BUT exercisable only during a 90‑day window after death/disability, change of control, or on Aug 1, 2026 | 10/30/2026 |
- Dividend equivalents are paid on options to NEOs at the same time shareholder dividends are paid .
- The 2023 options’ limited exercise windows can create concentrated potential selling pressure around triggers (CIC/death/disability) or in the 90-day period beginning Aug 1, 2026 .
Annual Incentive (Structure, not metrics)
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Discretionary Company/Individual Performance | N/A | Not disclosed | Not disclosed | 2023: $650k; 2024: $785k | Cash in-year |
HPK discloses no specific financial/ESG metrics, weightings, or targets used to determine annual bonuses for NEOs; amounts are discretionary .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 3,402,256 shares (2.7% of outstanding as of 4/8/2025) |
| Components | Includes 1,876,200 shares issuable on exercise of vested options within 60 days; 45,051 warrants; 115,000 unvested restricted shares; minor family holdings (200 shares; 200 warrants) |
| Ownership Guidelines | NEOs must hold ≥3x salary; all Section 16 officers and directors met guidelines as of 12/31/2024 |
| Hedging | Prohibited by Insider Trading Policy |
| Pledging | Board removed pledge prohibition in 2022; policy allows pledging with approvals; no pledge disclosure for Hollis (contrast: Hightower has pledged shares) |
| DER Cash Flows | Hollis received $300,192 in 2024 from dividend equivalents on options (cash) |
Employment Terms
| Topic | Key Terms |
|---|---|
| Employment Agreement | None for NEOs (no individual employment/severance/CIC agreements disclosed as of FY2024) |
| 2021 CIC Severance (legacy) | Board-approved discretionary “Change in Control Severance Payments”: up to 3x (highest base salary + highest cash bonus from lookback/current year), multiple trigger pathways (including termination without cause/for good reason or within specified windows), with potential tax gross-up at Committee discretion; unvested options/RS accelerate upon CIC |
| 2025 CIC Plan (effective 9/9/2025) | New discretionary Change in Control Plan: maximum up to 3x (highest base salary + highest single cash bonus in lookback/current-year annualized) upon Qualifying Triggering Events; requires release; may require non-compete; includes 280G cutback/best-net alternative; timing rules under 409A; benefits may be $0 at Administrator’s discretion |
| Clawback | CIC Plan benefits subject to HPK clawback policy and legal requirements |
| Non-Compete/Non-Solicit | May be required as a condition of CIC benefits (plan-level) |
Board Governance
- Current roles: Director (since Aug 2020); member—Compensation Committee; Nominating & Governance Committee; ESG Committee .
- Independence: Not independent under Nasdaq rules; HPK is a “controlled company”; Compensation and Nominating & Governance Committees include non-independent members (including Hollis) .
- Attendance: Board held 6 meetings in 2024; all directors met ≥75% attendance; all seven attended the 2024 annual meeting .
- Committee chairs: Compensation—Jack Hightower; Nominating & Governance—Jack Hightower; ESG—Sharon Fulgham; Audit—Larry Oldham (financial expert) .
- Dual-role implications: Hollis is an executive officer and sits on the Compensation and Nominating & Governance Committees, which may raise independence concerns—mitigated by “controlled company” exemptions but still a governance watchpoint .
Director Compensation
- Non-employee directors receive equity retainers (~$150,000 RS in 2024; Audit Chair +$7,500), vesting at next annual meeting; employee-directors (like Hollis) are compensated through executive pay, not director fees .
- 2024 non-employee director equity grant sizes: 10,669 shares each (11,203 to Audit Chair) at $14.06 grant-date price .
Recent Leadership/Control Developments
- CEO transition: On Sept 15–16, 2025, Jack Hightower retired as CEO/Chair and from the Board; Hollis appointed Interim CEO and currently serves as principal executive officer; the Board will disclose any new Hollis CEO compensation arrangements via Form 8‑K when finalized .
- Principal Stockholder Group governance shifted from sole control by Hightower to a three-person committee (Silver, Hollis, R. Hightower) effective Sept 15, 2025; this did not trigger change-of-control under debt instruments .
Investment Implications
- Alignment and skin-in-the-game: Hollis’ 2.7% beneficial stake (with substantial vested options and unvested RS) plus stock ownership guideline compliance align interests with shareholders, though DER cash on options introduces a cash component less tied to long-term appreciation .
- Selling pressure calendar: Watch for vesting of 115,000 RS on 12/31/2025 and the 90-day option exercise window beginning Aug 1, 2026 for the 400,000 July 2023 options—potential catalysts for insider selling/liquidity events .
- Pay-for-performance risk: Annual bonuses are discretionary with no disclosed financial metrics/weightings, which can weaken pay-performance linkage; presence of executives (Hollis) on the Compensation Committee under “controlled company” exemptions heightens governance scrutiny .
- CIC economics: The 2025 CIC Plan permits up to 3x base+bonus with administrator discretion and allows restrictive covenants; legacy 2021 framework allowed accelerated vesting and even potential 4999 “gross-up-like” make-whole at Committee discretion—monitor for any adoption of participation letters and potential payouts under strategic alternatives .
- Pledging/hedging: Hedging prohibited; pledging permitted since 2022. No pledging disclosed for Hollis (Hightower pledged significant shares), reducing margin-call risk specific to Hollis .
Appendix: Key Data Tables
Compensation Summary (Hollis)
| Metric | 2023 | 2024 |
|---|---|---|
| Salary ($) | 1,200,000 | 1,200,000 |
| Bonus ($) | 650,000 | 785,000 |
| Option Awards ($) | 2,100,000 | 0 |
| All Other Comp ($) | 181,987 | 313,992 |
| Total ($) | 4,131,987 | 2,298,992 |
Outstanding Equity (12/31/2024)
| Type | Quantity | Terms |
|---|---|---|
| Options (exercisable) | 1,215,000 @ $10.00 (exp 8/23/2030) | Time‑based vest completed |
| Options (exercisable) | 35,000 @ $14.36 (exp 11/03/2031) | Time‑based vest completed |
| Options (exercisable) | 121,500 @ $29.67 (exp 5/03/2032) | Fully vested at grant |
| Options (exercisable) | 104,700 @ $19.98 (exp 8/14/2032) | Fully vested at grant |
| Options (special) | 400,000 @ $10.50 (exp 10/30/2026) | Exercisable only during 90‑day window after death/disability, change of control, or Aug 1, 2026 |
| Restricted Stock (unvested) | 115,000 shares | Vesting extended to 12/31/2025 |
Beneficial Ownership (Record Date: 4/8/2025)
| Holder | Shares | % |
|---|---|---|
| Michael L. Hollis | 3,402,256 (incl. 1,876,200 options exercisable within 60 days; 115,000 RS; 45,051 warrants; minor family holdings) | 2.7% |
Sources
- 2025 DEF 14A: governance, committees, compensation, ownership, policies .
- 2024 DEF 14A: option grant mechanics, ownership table (historical), compensation .
- 2023 DEF 14A: compensation history .
- 2025 8‑K (Sept 15–16): Hollis appointment as Interim CEO; Principal Stockholder Group governance changes .
- 2025 8‑K (Sept 15): New Change in Control Plan (Ex. 10.1) .