Timothy D. Yang
Magnolia Oil & GasAbout Timothy D. Yang
Timothy D. Yang is Executive Vice President, General Counsel, Corporate Secretary and Land at Magnolia Oil & Gas, a role he has held since joining the company in September 2018. He holds a BA in Biology from Trinity University and a JD from the University of Houston Law Center; he is a member of the Texas and Kansas bars. As of April 23, 2019, he was 47 years old, and his biography notes prior senior legal and compliance roles at Newfield Exploration, Sabine Oil & Gas, Invesco/AIM Investments, Pogo Producing Company, and Eagle Rock Energy Partners . Company performance under Magnolia’s strategy emphasizes operating margin, free cash flow, and disciplined leverage; recent pay-versus-performance disclosures highlight Operating Margin, Free Cash Flow Percentage, Net Debt to EBITDAX, and relative TSR as the most important measures tying executive pay to results .
Company performance (FY, USD):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | $1,694,493,000* | $1,226,979,000* | $1,315,886,000* |
| EBITDA ($) | $1,320,183,000* | $879,049,000* | $933,204,000* |
Values retrieved from S&P Global.*
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Newfield Exploration Company | General Counsel and Corporate Secretary | Jul 2015 – Sep 2018 | Led legal and corporate secretary functions |
| Sabine Oil & Gas Corporation | SVP, Land & Legal; General Counsel, Chief Compliance Officer and Secretary | Feb 2013 – Jul 2015 | Senior legal, compliance, and land leadership |
External Roles
(no public company board roles disclosed for Yang in company proxy materials)
Fixed Compensation
| Year | Base Salary ($) | Max Bonus Goal (% of base) | Total Annual Bonus Opportunity ($) | Actual Non-Equity Incentive ($) | Notes |
|---|---|---|---|---|---|
| 2022 | 481,238 | 125% | 607,200 | 607,200 | 2022 base rate effective Mar 6, 2022 was $485,700 |
| 2023 | 501,450 | 125% (2023) → $631,500 | 631,500 | 587,300 | Plus discretionary bonus $25,300 paid Mar 2024 |
| 2024 | 521,192 | 135% | 708,750 | 637,900 | 2024 NEO salaries raised ~4% in Mar 2024 |
Performance Compensation
2024 Annual Bonus Program design and outcomes:
| Metric | Weighting | Target framework | Actual 2024 Result | Component Payout | Weighted Score |
|---|---|---|---|---|---|
| Operating Margin | 25% | Specified min–max outcomes; linear interpolation | 39% | 61% | 15% |
| Free Cash Flow Percentage | 25% | Specified payout brackets; linear interpolation | 50% | 100% | 25% |
| Net Debt to EBITDAX | 25% | Specified min–max outcomes; linear interpolation | 0.1 | 100% | 25% |
| Qualitative Goals | 25% | Committee assessment | Significant Success | Up to 100% | Up to 25% |
| Total Funding Result | 100% | — | — | — | 90% (Yang) |
- 2024 actual bonuses were paid March 2025 based on these outcomes; Yang’s payout equals 90% of his 2024 bonus opportunity ($637,900 = 0.9 × $708,750) .
- Long-term equity mix: 50% time-based RSUs (3-year ratable vest), 50% PSUs (3-year relative TSR), granted annually in February (2023, 2024) .
Vesting schedules and grant specifics:
| Grant Date | Award Type | Shares/Target | Grant-date fair value per share | Vesting |
|---|---|---|---|---|
| Feb 16, 2022 | RSUs | Included within 49,353 unvested RSUs (line aggregates include PRSUs) | n/a in 2025 proxy | RSUs vest Mar 1, 2023/2024/2025/2026 (four tranches; 600 RSUs remained unvested at 12/31/24) |
| Feb 16, 2022 | PRSUs (ratable) | 11,889 remaining unvested at 12/31/24 | n/a | Performance target (20-day avg price) certified achieved Mar 28, 2022; time-vest Mar 1, 2023/2024/2025 |
| Feb 16, 2022 | PRSUs (cliff) | 36,864 unvested at 12/31/24 | n/a | Cliff vest Mar 1, 2025 subject to service |
| Feb 13, 2023 | RSUs | 23,510 unvested at 12/31/24 | $23.07 | Vest Mar 1, 2024/2025/2026 |
| Feb 13, 2023 | PSUs | 35,264 target PSUs (reported at 150% = 52,896) | $24.69 | 3-year relative TSR (2023–2025) with settlement after period; payout capped at 100% if absolute TSR <0% |
| Feb 13, 2024 | RSUs | 43,124 | $20.34 | Vest Mar 1, 2025/2026/2027 (ratable) |
| Feb 13, 2024 | PSUs | 43,124 target | $21.12 | 3-year relative TSR (2024–2026); settlement after performance period |
PSU performance context (as-of assessments):
- 2023 PSUs: Relative TSR 79th percentile, absolute TSR 10.1%, indicative payout 149% of target if period ended 12/31/24 (reported at 150% for disclosure) .
- 2024 PSUs: Relative TSR 92nd percentile, absolute TSR 17.8%, indicative payout 150% of target if period ended 12/31/24 .
Equity Ownership & Alignment
Beneficial ownership and award overhang:
| Item | Value |
|---|---|
| Shares beneficially owned by Yang | 557,624 (less than 1%) |
| Shares outstanding reference (as of Mar 10, 2025) | Class A: 188,523,804; Class B: 5,523,479 |
| Unvested RSUs (Yang, as of 12/31/24) | 49,353 ($1,153,873), 23,510 ($549,664), 43,124 ($1,008,239) |
| Unearned PSUs (Yang, as of 12/31/24) | 52,896 reported at max ($1,236,708) |
| Unvested PRSUs (Yang, as of 12/31/24) | 36,864 ($1,139,845) |
Alignment policies and compliance:
- Stock ownership guidelines: Executive Vice Presidents must hold 3x base salary; unvested time-based RSUs count; PSUs do not. Executives have up to five years to comply; all Named Executive Officers are currently in compliance .
- Anti-hedging and anti-pledging: Hedging prohibited; holding in margin accounts prohibited; pledging requires prior written consent of the Board or Audit Committee .
- Clawbacks: Board may recover incentive compensation for material negative restatements or misconduct; formal Clawback Policy adopted Oct 30, 2023 (SEC/NYSE-compliant) mandates recoupment of overpaid incentive-based compensation over the prior three completed fiscal years .
Employment Terms
Executive Severance and Change in Control Plan (effective Aug 1, 2023):
| Benefit | Termination without Cause or for Good Reason | Same, within 24 months following a Change in Control |
|---|---|---|
| Cash severance multiple | 1.5× (salary + total annual bonus opportunity) for NEOs other than CEO | 2.5× for NEOs other than CEO |
| Pro-rata annual bonus | Yes (based on service days in year) | Yes |
| Prior year annual bonus (unpaid) | Committee discretion | Same |
| Health benefits continuation | 18 months for NEOs other than CEO | 30 months for NEOs other than CEO |
| Outplacement | Up to 18 months | Up to 18 months |
| Equity vesting | Pro-rata RSUs/PRSUs; PSUs per applicable rules | Full RSU/PRSU acceleration; PSUs as “Frozen PSUs” with double-trigger vesting if terminated post-CoC |
Policy features: double-trigger (no single-trigger), “best net” 280G excise tax cutback vs full pay, restrictive covenants (confidentiality 5 years, non-compete 12 months, non-solicit 12 months), and Good Reason definition including material reductions in pay/role, relocation >50 miles, or material breach, with notice/cure requirements .
Quantification for Yang (assumes trigger on 12/31/2024; values use $23.38/share):
| Scenario | Cash Severance ($) | Pro-rata Bonus ($) | Health & Outplacement ($) | RSUs ($) | PSUs ($) | PRSUs ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| Change in Control (successor assumes awards) | 0 | 0 | 0 | 0 | 0 | 0 | $0 |
| Termination w/o Cause or for Good Reason within 24 months post-CoC | 3,084,375 | 708,750 | 88,029 | 1,571,931 | 2,740,822 | 1,139,845 | 9,333,752 |
| Termination w/o Cause or for Good Reason (not post-CoC) | 1,850,625 | 708,750 | 68,018 | 514,945 | 885,751 | 1,045,647 | 5,073,736 |
Governance, Market Feedback, and Committee Practices
- Compensation Committee (independent): Edward P. Djerejian (Chair), Arcilia C. Acosta, and Dan F. Smith .
- Independent consultant: FW Cook advises on peer practices and design; committee conducts annual risk assessment (programs deemed not reasonably likely to have material adverse effect) .
- Say-on-pay: 2024 approval exceeded 98% of votes cast .
- Program "What We Do/Don’t Do": No employment agreements; no single-trigger vesting; no excise tax gross-ups; anti-hedging/pledging; capped payouts; stock ownership guidelines; majority of pay at risk; PSU payouts capped at target if absolute TSR negative .
Investment Implications
- Pay-for-performance alignment: Yang’s annual bonus is tightly linked to Operating Margin, Free Cash Flow Percentage, and Net Debt to EBITDAX outcomes; the 2024 bonus funded at 90% evidences strong operational and capital discipline (FCF% and leverage components at 100%) . Long-term equity is split equally between RSUs and PSUs with robust relative TSR metrics and caps, aligning with long-term value creation .
- Vesting and potential selling pressure: A notable cliff vest of 36,864 PRSUs occurs on March 1, 2025, and ratable RSU/PRSUs continue through 2026–2027, which can create episodic supply from settlements; PSU settlements will depend on full-period TSR outcomes through 2025 and 2026 .
- Retention and change-in-control economics: Double-trigger protections (2.5× multiple post-CoC for NEOs other than CEO) and accelerated vesting upon qualifying terminations enhance retention but also create defined liabilities in a transaction; restrictive covenants and pro-rata vesting outside CoC limit windfalls and promote orderly transitions .
- Alignment safeguards: Anti-hedging/anti-pledging policy, ownership guidelines (3× salary for EVPs) with current compliance, and clawback regime mitigate misalignment and governance risk, strengthening confidence in incentive integrity .
Magnolia’s compensation design prioritizes capital efficiency and free cash flow while maintaining conservative leverage, with quantitative bonus metrics and PSU relative TSR linking realized pay to economic outcomes—a framework that supports investor confidence in management execution .