Christopher G. Stavros
Magnolia Oil & GasAbout Christopher G. Stavros
Christopher G. Stavros (age 61) is President & CEO and a director of Magnolia Oil & Gas (MGY), serving as CEO and director since September 21, 2022 after joining Magnolia at inception in 2018 as EVP & CFO; prior roles include SVP & CFO at Occidental Petroleum, and Senior Analyst at UBS. He holds a BSBA from Boston University and an MBA from the University of Rochester . Under his leadership, Magnolia delivered 2024 ROCE of 22%, generated $430 million of free cash flow, grew total production 9% and oil 11%, and returned 88% of FCF (~$378 million) via dividends and buybacks . The company increased its quarterly dividend by 15% in 2024 and ended the year with $260 million of cash and $400 million of long-term debt .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Magnolia Oil & Gas | EVP & CFO | 2018–Sep 2022 | Helped establish Magnolia’s capital discipline and margins post-business combination . |
| Occidental Petroleum (OXY) | SVP & CFO; previously VP IR and Treasurer | CFO 2014–2017; at OXY since 2005 | Led finance at a major E&P; investor relations and treasury leadership . |
| UBS | Senior Analyst, Oil & Gas | Pre-2005 | Sell-side coverage of E&P; capital markets experience . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No external public company directorships disclosed in MGY filings for Mr. Stavros . |
Fixed Compensation
- 2024 CEO target pay mix: Base 10%, Annual bonus 18%, RSUs 36%, PSUs 36% .
- Magnolia increased CEO’s annualized base salary rate from $728,000 (effective 3/5/2023) to $850,000 (effective 3/3/2024) .
| Compensation Element | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary (paid) | $590,569 | $722,615 | $826,539 |
| Annualized Base Salary Rate (effective date) | — | $728,000 (3/5/2023) | $850,000 (3/3/2024) |
| Non-Equity Incentive (Cash Bonus Paid) | $1,050,000 | $1,015,600 | $1,377,000 |
| Stock Awards (Grant-Date Fair Value) | $1,997,089 | $3,692,755 | $6,130,110 |
| All Other Compensation | $24,400 | $26,400 | $27,600 |
| Total Compensation | $3,662,058 | $5,457,370 | $8,361,249 |
Performance Compensation
Annual Bonus Program (2024 structure and results)
- Structure: 75% quantitative (Operating Margin 25%, Free Cash Flow Percentage 25%, Net Debt/EBITDAX 25%); 25% qualitative; capped at 100% of opportunity .
- 2024 Outcomes: Operating Margin 39% (61% payout on that component); Free Cash Flow Percentage 50% (100%); Net Debt/EBITDAX 0.1 (100%); Qualitative “significant success”; Total funding result 90% of opportunity .
| Metric | Weight | Range/Targeting | Actual 2024 Result | Component Payout | Weighted Score |
|---|---|---|---|---|---|
| Operating Margin | 25% | Min/Max used for payout; midpoint-oriented | 39% | 61% | 15% |
| Free Cash Flow Percentage | 25% | Bracketed non-linear schedule | 50% | 100% | 25% |
| Net Debt / EBITDAX | 25% | Min/Max used for payout | 0.1 | 100% | 25% |
| Qualitative Goals | 25% | Committee assessment | Significant success | Up to 100% | Up to 25% |
| Total | 100% | — | — | — | 90% |
- 2024 CEO max bonus goal %: 180% of base salary (up from 150% in 2023) .
Long-Term Incentives (design and 2024 grants)
- Mix: 50% time-based RSUs (3-year ratable vesting), 50% PSUs (3-year performance; relative TSR vs TSR Peer Group; 0–150% payout; capped at target if absolute TSR negative) .
- 2024 CEO LTI grant: 147,856 RSUs and 147,856 target PSUs; RSUs valued at $3,007,391; PSUs at $3,122,719 (Monte Carlo); total $6,130,110 .
| 2024 LTI Award | Shares/Units | Grant-Date Fair Value |
|---|---|---|
| RSUs (time-based) | 147,856 | $3,007,391 |
| PSUs (target; relative TSR) | 147,856 | $3,122,719 |
| Total | — | $6,130,110 |
- PSU payout schedule (relative TSR percentile vs peers): <30th: 0%; 30th: 50%; 50th: 100%; ≥80th: 150%; cap at 100% if absolute TSR negative .
- TSR Peer Group for 2024 PSUs includes APA, EOG, MRO, CNX, SM, RRC, CIVI, MTDR, CTRA, KOS, TALO, OED, and others; Vital Energy added for 2024 .
Equity Ownership & Alignment
- Beneficial ownership: 667,043 MGY Class A shares (<1%) as of March 10, 2025 .
- Ownership guidelines: CEO must hold 5x base salary; executives have 5 years to comply; all NEOs currently in compliance .
- Hedging/pledging: Hedging prohibited; pledging prohibited without prior consent .
- Dividend equivalents: Paid in cash on outstanding RSUs/PSUs per plan terms .
| Beneficial Ownership | Shares | % of Voting Power |
|---|---|---|
| Christopher G. Stavros | 667,043 | <1% |
| Unvested/Unearned Equity (12/31/2024) | Counts | Vesting/Notes |
|---|---|---|
| RSUs (2022 tranche remaining) | 600 | Four-year schedule: March 1, 2023–2026 |
| RSUs (2023 grant unvested) | 51,547 | 3 equal installments on March 1, 2024–2026 |
| RSUs (2024 grant unvested) | 147,856 | 3 equal installments on March 1, 2025–2027 |
| PRSUs (2022 ratable) | 16,976 | Performance met; ratable vest 2023–2025 |
| PRSUs (2022 cliff) | 52,125 | Performance met; cliff vest March 1, 2025 |
| PSUs (2023 grant, target) | 77,319 | Rel. TSR; performance period 1/1/2023–12/31/2025 |
| PSUs (2024 grant, target) | 147,856 | Rel. TSR; performance period 1/1/2024–12/31/2026 |
Note: SEC tables show 150% of target for PSUs in the “unearned” column; target counts shown here per footnotes .
Employment Terms
- No individual employment agreement; executive severance plan covers officers (effective Aug 1, 2023) .
- Triggers and multiples:
- Termination without Cause/for Good Reason (no CIC): cash severance = 2.0x (CEO) times salary + full annual bonus opportunity; pro-rata bonus; 24 months of health benefits; up to 18 months outplacement; pro-rata equity vesting .
- Double-trigger (termination within 24 months after CIC): cash severance = 3.0x (CEO); pro-rata bonus; 36 months health benefits; equity vests in full (RSUs/PRSUs) or “Frozen PSUs” vest (at least target) if not assumed .
- Restrictive covenants: Non-compete 12 months; Non-solicit 12 months; Confidentiality 5 years (trade secrets in perpetuity) .
- 280G: “Best net” cutback—no excise tax gross-ups .
- Clawback: SEC/NYSE-compliant policy adopted Oct 30, 2023; recoupments for restatements; broader board policy for misconduct .
Illustrative severance economics (assumes 12/31/2024 triggering event per proxy methodology):
| Scenario (CEO) | Cash Severance | Pro-Rata Bonus | Health & Outplacement | RSUs Accelerated | PSUs Accelerated | PRSUs Accelerated | Total |
|---|---|---|---|---|---|---|---|
| After CIC (double-trigger) | $7,140,000 | $1,530,000 | $98,035 | $4,676,070 | $7,878,810 | $1,615,581 | $22,938,496 |
| No CIC (without cause/Good Reason) | $4,760,000 | $1,530,000 | $78,023 | $1,468,264 | $2,357,452 | $1,481,754 | $11,675,493 |
Board Governance & Service
- Board service: Director since September 2022; not independent (employee director) .
- Leadership structure: Independent non-executive Chair (Dan F. Smith); CEO and Chair roles separated since Sept 21, 2022 .
- Committees: All committees are fully independent; CEO is not on board committees .
- Board meetings in 2024: 3 meetings; all incumbent directors attended all board and committee meetings .
- Independence status: 7 of 8 directors independent; independent chair; female and diverse representation highlighted .
- Director pay: Employee directors (CEO) receive no director compensation; non-employee director program separately disclosed .
Compensation Committee & Peer Group; Say‑on‑Pay
- Compensation Committee (independent): Chair Edward P. Djerejian; members Arcilia C. Acosta; Dan F. Smith; uses FW Cook as independent consultant; no interlocks or conflicts .
- 2024 Compensation Peer Group includes CNX, SM, RRC, MUR, PR, MTDR, CIVI, KOS, TALO and others; updated to reflect transactions .
- Say‑on‑Pay: 2024 approval >98%; ongoing annual frequency recommended .
Performance & Track Record
- 2024: Free cash flow $430 million; returned 88% of FCF to shareholders ($378 million), including ~$272.5 million buybacks and ~$97.6 million dividends; oil production +11% YoY; company-wide production +9% YoY; LOE/boe reduced 10% .
- 2025 (management commentary): Raised 2025 production growth guidance to ~10%; continued strong well performance at Giddings; capital efficiency allowing deferral of several completions into 2026 while maintaining capex .
Compensation Structure Analysis
- Increased at-risk equity: 2024 CEO target total direct compensation +56% vs 2023 to enhance equity ownership; 50% of LTI in PSUs tied to relative TSR; no stock options granted .
- Bonus metric evolution: Added Net Debt/EBITDAX in 2024 (25% weight) alongside Operating Margin and Free Cash Flow Percentage to emphasize balance sheet and capital efficiency; PSU payout capped at target if absolute TSR negative .
- Governance-friendly features: No single-trigger vesting upon CIC (unless awards not assumed); no excise tax gross-ups; robust clawback; anti-hedging/pledging; stock ownership guidelines with retention requirements .
Investment Implications
- Alignment: High equity mix (RSUs/PSUs) and strict anti-hedging/pledging plus 5x salary ownership guideline align CEO with shareholders; strong pay-for-performance via TSR-based PSUs and FCF/returns-driven bonus metrics .
- Retention risk: No individual employment contract increases at‑will flexibility, but severance plan (2x/3x cash, health benefits, equity vesting) plus vesting runway (notably 3/1/2025 PRSU cliff and annual RSU tranches; PSU settlements 12/31/2025 and 12/31/2026) provide retention hooks .
- Potential insider selling pressure: Upcoming vesting events (e.g., PRSU cliff vest on 3/1/2025 of 52,125 shares; ongoing RSU tranches; PSU settlements post-performance periods) could create supply during trading windows subject to insider policy; no hedging/pledging allowed .
- Execution momentum: Demonstrated cost discipline (LOE/boe -10% in 2024), FCF generation, and capital returns underpin confidence; 2025 growth uplift to ~10% without capex increase signals efficiency durability, supportive for incentive outcomes and sentiment .