Rodney Woodard
About Rodney Woodard
Rodney L. Woodard is Chief Operating Officer (COO) of HighPeak Energy (HPK), a role he has held since August 2020. He has 40+ years of oil and gas operating leadership experience (CEO/COO roles and engineering/operations leadership) across Permian-focused E&Ps, with a B.S. in Mechanical Engineering from Penn State (1977). Age: 69; Tenure as HPK COO: ~5 years as of the 2025 proxy. HPK’s proxies disclose discretionary annual bonuses and option-heavy long-term incentives for NEOs; the company does not disclose formal annual performance metrics/weightings or TSR-aligned pay metrics for Woodard, limiting direct pay-for-performance assessment in the filings .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| HighPeak Energy, Inc. | Chief Operating Officer | Aug 2020–present | Leads operations for Midland Basin development; continuity from SPAC combination . |
| HighPeak Energy Partners (Funds) | EVP & COO | 2017–present | Portfolio company evaluation and Permian asset development under HighPeak Funds . |
| Atlantic Resources Co., LLC | President & COO | 2015–2016 | Led operations and execution for private upstream platform . |
| Celero Energy II, LP (NGP portfolio) | CEO & COO | 2006–2015 | Ran Permian-focused E&P; extended Celero strategy across cycles . |
| Celero Energy, LP (Quantum portfolio) | EVP & COO | 2004–2006 | Built early platform that preceded Celero II . |
| Pure Resources (NYSE: PRS) | VP, Reserves & Evaluations | 2002–2004 | Co-founded Titan predecessor; reserve evaluation for public E&P . |
| Selma International Investments Ltd. | Various roles to senior leadership | 1986–1995 | Investment/operations leadership in O&G . |
| Delta Drilling Company | Various → Division Manager (West Texas) | 1979–1986 | Field/operations leadership in West Texas . |
| Amoco Production Company | Engineering roles | 1977–1979 | Foundation in production/operations . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Pure Acquisition Corp. (SPAC) | Director | Nov 2017–Aug 2020 | Board role prior to HPK business combination . |
Fixed Compensation
| Metric (USD) | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Base Salary | $124,909 | $376,667 | $450,000 | $525,000 | $525,000 |
| Bonus (Cash) | $0 | $160,000 | $210,000 | $190,000 | $215,000 |
| Option Awards (Grant-Date FV) | $1,339,000 | $105,660 | $870,130 | $498,750 | $0 |
| All Other Compensation | $3,600 | $65,767 | $108,758 | $92,150 | $146,760 |
| Total Compensation | $1,467,509 | $708,094 | $1,638,888 | $1,305,900 | $886,760 |
Notes: All Other Compensation includes 401(k) contributions and dividend equivalent right (DER) distributions on vested options; DERs in 2024 were $132,960 for Woodard .
Performance Compensation
- Annual Incentive Plan (AIP): HPK does not maintain a formal annual cash incentive plan; bonuses are discretionary based on individual and company performance (no disclosed metrics/weightings/targets). Woodard’s bonuses: 2021 $160,000; 2022 $210,000; 2023 $190,000; 2024 $215,000 .
- Long-Term Incentive (LTI): Options under HPK’s LTIP; numerous awards are fully vested at grant; time-based vesting on 2020/2021 grants; special exercisability limits on 2023 grant; RS/PSU metrics not disclosed for Woodard (no PSUs) .
| Year | Plan Type | Metric(s) | Weighting | Target | Actual | Payout / Grant Detail | Vesting |
|---|---|---|---|---|---|---|---|
| 2024 | Discretionary Cash Bonus | Not disclosed | N/A | N/A | N/A | $215,000 | N/A |
| 2023 | Discretionary Cash Bonus | Not disclosed | N/A | N/A | N/A | $190,000 | N/A |
| 2022 | Discretionary Cash Bonus | Not disclosed | N/A | N/A | N/A | $210,000 | N/A |
| 2021 | Discretionary Cash Bonus | Not disclosed | N/A | N/A | N/A | $160,000 | N/A |
| 2020–2024 | Stock Options (LTI) | Share price/TSR implicit | N/A | N/A | N/A | See Equity table below | See Equity table below |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 1,012,138 shares (includes underlying options/warrants as applicable) . |
| Ownership as % of SO | Less than 1% (asterisk per proxy) . |
| Options – Vested/Exercisable | 831,000 shares issuable upon exercise of vested options as of the record date . |
| Warrants | Includes 1,000 warrants; plus 13,000 shares and 13,000 warrants via a personal investment vehicle (disclaims beneficial ownership except pecuniary interest) . |
| Pledging | Company removed the prohibition on pledging in 2022; no pledges disclosed for Woodard (Hightower pledge disclosed separately) . |
| Hedging | Hedging by directors/officers prohibited by Insider Trading Policy . |
| Ownership Guidelines | NEOs must hold ≥3x base salary; all Section 16 officers met guidelines as of Dec 31, 2024 . |
Outstanding Equity and Vesting Detail (as of 12/31/2024)
| Grant Date | Instrument | Quantity | Exercise Price | Expiration | Vesting/Status |
|---|---|---|---|---|---|
| 08/24/2020 | Stock Options | 650,000 | $10.00 | 08/23/2030 | Time-based: 1/3 grant, 1/3 at 1 year, 1/3 at 2 years; now fully vested . |
| 11/04/2021 | Stock Options | 18,000 | $14.36 | 11/03/2031 | Time-based: same 1/3 tranche schedule; now fully vested . |
| 05/04/2022 | Stock Options | 63,000 | $29.67 | 05/03/2032 | Fully vested at grant . |
| 08/15/2022 | Stock Options | 5,000 | $19.98 | 08/14/2032 | Fully vested at grant . |
| 07/19/2023 | Stock Options | 95,000 | $10.50 | 10/30/2026 | Fully vested at grant; exercisable only during the 90-day period after death/disability, a change of control, or on/after Aug 1, 2026 . |
Vesting pressure outlook: Most options are already vested; there are no upcoming scheduled vest events for Woodard disclosed as of YE 2024. The 2023 option grant is constrained by a defined exercisability window (potential exercise/monetization around change-in-control or Aug 2026), which can influence timing of potential sales but not near-term vest-driven supply .
Employment Terms
| Term | Key Provisions |
|---|---|
| Employment Agreement | None for NEOs, including Woodard . |
| Annual Bonus Plan | Discretionary; no formal AIP metrics disclosed . |
| LTIP | Second Amended & Restated LTIP; share pool = 13% of outstanding; DERs paid on options; CIC accelerates unvested awards . |
| CIC Severance (Board-approved, 2021) | At Compensation Committee discretion: up to 3x (highest base salary over look-back or YTD→90 days pre-CIC) + (highest cash bonus over look-back or YTD→90 days pre-CIC); various timing triggers (pre/post CIC terminations incl. death/disability, no-cause, Good Reason) . |
| Good Reason / Cause | Good Reason includes material pay cut, breach, >50-mile relocation; Cause includes breach, policy violations, willful failure, crimes; detailed definitions in proxy . |
| Equity Treatment | Unvested RS accelerate upon death/disability; all unvested options and restricted stock vest 100% upon a CIC . |
| 280G/4999 Taxes | Compensation Committee may provide an additional cash payment (gross-up-like) so executive retains amount equal to tax and penalties under §4999, in its discretion . |
| 2025 CIC Plan (formalized) | New Change-in-Control Plan effective Sept 9, 2025: discretionary, up to 3x (highest base + highest single bonus); pre/post CIC triggers; may require non-compete/non-solicit/confidentiality; 280G best-net or cutback mechanism; includes clawback compliance . |
Performance & Track Record
- Operating pedigree: Four decades of Permian and U.S. onshore operations leadership including CEO/COO roles at Celero/Celero II and EVP/COO roles across HighPeak’s funds and prior platforms; earlier roles at Pure Resources, Delta Drilling, Amoco .
- Company performance alignment: HPK’s emerging growth company disclosures do not provide TSR, revenue growth, EBITDA growth, or formal pay-performance alignment metrics specific to Woodard; bonuses are discretionary .
Compensation Structure Analysis
- Mix shift: 2022 included sizable option grant value ($870k), 2023 option value moderated ($499k), and 2024 had no new option grant value, with compensation predominantly salary + discretionary bonus .
- Risk profile: Option-centric LTI emphasizes upside sensitivity; 2023 options have constrained exercisability window (potentially deferring liquidity), reducing near-term selling pressure absent CIC/death/disability/Aug 2026 threshold .
- Governance watchouts: Discretionary bonuses without disclosed metrics/weightings reduce pay transparency; the availability of §4999 make-whole payments (at Committee discretion) is shareholder-unfriendly relative to best-net/cutback norms, though the later 2025 CIC Plan uses cutback/best-net provisions .
Related Party Transactions / Conflicts
- None specific to Woodard disclosed; company maintains an RPT policy for transactions >$120k, Board approval required .
Say-on-Pay & Shareholder Feedback
- Not disclosed; as an emerging growth company, HPK’s proxies provide limited CD&A and do not include say-on-pay results .
Equity Ownership & Pledging Details (Granular)
| Component | Amount / Note |
|---|---|
| Beneficially Owned Shares | 1,012,138; includes 831,000 underlying options; 1,000 warrants; 13,000 shares + 13,000 warrants via investment vehicle . |
| % Outstanding | <1% (asterisk) . |
| Pledging | HPK removed blanket pledging prohibition in 2022; Hightower disclosed pledges; Woodard pledges not disclosed . |
| Ownership Guidelines Compliance | All Section 16 officers (including Woodard) met guidelines as of 12/31/2024 (NEOs: ≥3x salary) . |
Board Governance Context (Comp Committee)
- Controlled company status; Compensation Committee includes non-independent members; remains formed voluntarily despite exemption; four members with two independent as of 2024 .
Employment & Retention Risk Assessment
- No fixed-term employment agreement; retention supported by option overhang and ownership guidelines. CIC programs provide up to 3x cash protection at Committee discretion; equity accelerates on CIC, which could incentivize continuity through strategic processes but also create payout optics if a transaction materializes .
Investment Implications
- Pay-for-performance alignment: Lack of disclosed AIP metrics and reliance on discretionary bonuses reduce transparency into operating KPI alignment for Woodard; however, option-heavy LTI (now largely vested) ties value to share performance and strategic outcomes .
- Selling pressure: No upcoming vest cliffs; 2023 options’ exercisability is event/time-gated (death/disability/CIC/Aug 2026), tempering near-term forced selling; watch for CIC-related windows that could create concentrated exercise/sale activity .
- Retention vs. change-of-control optionality: Discretionary CIC benefits (historical 3x formula) plus guaranteed equity acceleration can be material; the 2025 CIC Plan standardizes structure with best-net/cutback and potential non-compete—monitor Board/Administrator discretion and any participation letters that include Woodard .
- Governance flags: Potential §4999 gross-up-like payments under 2024 plan language (discretionary) and controlled-company committee composition warrant scrutiny; the 2025 CIC Plan’s cutback/best-net approach is cleaner, but Administrator discretion remains high .
Sources: HPK 2025 DEF 14A (Executive bios, compensation tables, ownership, governance, LTIP, CIC severance) ; HPK 2024 DEF 14A (comp tables, 2023 options) ; HPK 2023 DEF 14A (2022 comp; 2022 outstanding awards) ; HPK 2022 DEF 14A (2021 comp) ; HPK 2021 DEF 14A (2020 comp) ; HPK 8-K (Sept 15–16, 2025) Change in Control Plan & CEO transition .