Steven Tholen
About Steven Tholen
Steven W. Tholen, age 74, is HighPeak Energy’s Chief Financial Officer, serving since the company’s inception in October 2019 and previously CFO of the affiliated HighPeak Funds since 2014 . He holds a B.S. in Physics (St. John’s University, 1971) and an MBA in Finance (University of Denver, Daniels School of Business, 1979) . Over 30+ years, Tholen has led corporate finance through restructurings, M&A, capital markets, and energy operations, including CFO roles at Harvest Natural Resources and Penn Virginia, and senior finance roles at Cabot Oil & Gas . Company operating performance under his finance tenure shows strong expansion from 2022 to 2023 followed by modest normalization in 2024: revenues rose from $756M (FY22) to $1,111M (FY23) then eased to $1,069M (FY24), while EBITDA increased from $601M (FY22) to $861M (FY23) then edged down to $839M (FY24) (values from S&P Global) [GetFinancials*].
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| HighPeak Energy, Inc. | Chief Financial Officer | 2019–present | Built finance infrastructure post-SPAC combination; led capital market and financing activities . |
| HighPeak Energy Partners (I & II) | Chief Financial Officer | 2014–present | Managed fund finance and governance for affiliated partnerships . |
| Fieldco Construction Services, Inc. | Co‑founder & EVP – Finance | 2011–2014 | Provided oilfield construction services; led finance for operations across East TX & W. LA . |
| SDL&T Energy Partners | Founder & President | 2009–2013 | Sourced equity & debt financing for energy companies/projects worldwide . |
| Harvest Natural Resources, Inc. | SVP & CFO | 2001–2008 | Oversaw multi‑country E&P finance (U.S., Venezuela, Indonesia, Gabon, Russia) . |
| Penn Virginia Corporation | VP & CFO | 1995–2000 | Led finance at independent oil & gas company during growth and portfolio shifts . |
| Cabot Oil & Gas Corporation | Treasurer/Manager – Business Administration | 1990–1995 | Corporate treasury and business administration at North American gas producer . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| HighPeak Energy Partners & Management entities | Managing/finance leadership (funds/RIA) | 2014–present | Governance and finance leadership across affiliated investment platforms . |
Fixed Compensation
- HighPeak is an “emerging growth company” and only discloses compensation for its CEO, President, and COO; CFO compensation is not separately disclosed in the Summary Compensation Table .
- Annual cash bonuses are discretionary and based on individual and company performance; no formal plan or preset formula is disclosed for executives (applies generally to NEOs) .
Performance Compensation
- Long‑Term Incentive Plan (LTIP) authorizes stock awards, options, dividend equivalents, and cash awards; share pool equals 13% of outstanding shares and automatically increases over time .
- For Named Executive Officers, unvested equity fully accelerates upon a Change in Control; options granted on July 19, 2023 are exercisable only in a narrow post‑event window (death/disability/change of control or by Aug 1, 2026). CFO‑specific grant/vesting details are not disclosed .
Company Operating Performance (context for pay-for-performance)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues (USD) | $755,686,000* | $1,111,293,000* | $1,069,414,000* |
| EBITDA (USD) | $600,676,000* | $861,280,000* | $839,164,000* |
| * Values retrieved from S&P Global [GetFinancials*]. |
Equity Ownership & Alignment
- Stock ownership guidelines: CEO must hold 6x salary; Named Executive Officers 3x; other Section 16 officers (including CFO) 2x salary; all directors and Section 16 officers met guidelines as of Dec 31, 2024 .
- Insider Trading Policy prohibits hedging, short sales, and margin purchases without approvals; pledging prohibition was removed in 2022, with exceptions governed by policy .
- Public sources indicate CFO has made open-market purchases and holds shares, with no reported sales over the last 18 months; for example, Form 4 filings in 2022/2023 and a July 2023 purchase are documented (aggregator summaries) .
Employment Terms
- No formal employment or severance agreements for executives are disclosed; however, in 2021 the Board approved discretionary Change‑in‑Control Severance Payments for employees (including potential executives), subject to Compensation Committee discretion and could equal $0 .
- Payment formula (if approved): 3x the highest base salary plus highest cash bonus over defined look‑back periods; paid in lump sum; potential tax gross‑ups for §4999 excise taxes may be provided at the Committee’s discretion .
- Equity treatment: unvested restricted stock vests upon death or disability; forfeits upon other terminations; all outstanding unvested options and restricted stock awards become 100% vested upon a Change in Control .
- Definitions and triggers for Cause, Disability, Good Reason, and Change in Control are specified (e.g., 50% beneficial ownership change, board turnover, or major transaction) .
Investment Implications
- Alignment: CFO meeting stock ownership guidelines and policy prohibitions on hedging reinforce alignment; removal of pledging ban adds potential risk, though no CFO pledging is disclosed .
- Incentive structure: Company relies on discretionary bonuses and time‑based stock awards under LTIP rather than formulaic metrics (e.g., TSR/EBITDA goals), reducing direct pay‑for‑performance linkage and increasing committee discretion .
- Retention/COC economics: Discretionary change‑in‑control severance with 3x salary+bonus formula and full equity acceleration upon COC can reduce retention risk but may create event‑driven payout incentives; actual CFO eligibility is subject to committee discretion .
- Trading signals: Public filings show CFO open‑market purchases and no recent sales, generally a constructive signal; however, rely on primary Form 4s rather than aggregator summaries for position sizing and timing .