James H. Walter
About James H. Walter
James H. Walter, age 37, is Co-Chief Executive Officer and a director of Permian Resources (PR) since the PR Merger closed on September 1, 2022. He co-founded Colgate Energy Partners in 2015 and previously worked at Denham Capital and Boston Consulting Group. He holds a B.A. (Plan II Honors) and a B.B.A. in Finance from the University of Texas at Austin . Under his co-leadership, PR delivered “peer leading” returns in 2024, met or exceeded all public guidance, and increased the base dividend 150% amid significant scale growth and efficiency gains . PR’s pay-versus-performance disclosure shows strong compensation alignment with TSR and free cash flow outcomes over 2021–2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Permian Resources (PR) | Co-Chief Executive Officer; Director | 2022–present | Led integration of acquisitions; emphasized low-cost structure, capital efficiency, and return of capital strategy . |
| Colgate Energy Partners III, LLC | Co-Founder; Co-CEO; Board of Managers | 2015–2022 | Built Delaware Basin scale and operating platform that combined with Centennial to form PR . |
| Denham Capital | Investment professional | Not disclosed | Evaluated/monitored upstream investments with Permian focus . |
| Boston Consulting Group | Consultant | Not disclosed | Evaluated upstream assets for E&P companies . |
External Roles
No external public company directorships or committee roles disclosed in PR’s 2025 proxy .
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | – | – | – |
| Bonus / AIP ($) | – | – | – |
| All Other Compensation ($) | – | 4,297 | – |
| Total ($) | 25,512,520 | 4,297 | – |
- PR’s program pays Co-CEOs entirely in performance stock units (PSUs) with no salary or cash bonus .
Performance Compensation
- Co-CEO “inaugural” PSUs: 1,787,843 target units each, granted at merger close (Sept 1, 2022), designed as a 3-year grant; no additional equity granted to Co-CEOs in 2023–2024 .
- Tranches and performance periods: three equal tranches with performance periods ending 12/31/2025, 12/31/2026, 12/31/2027 .
- Service requirement modification: in 3Q24 the committee deemed the service requirement met as of 9/1/2025 for all three tranches; performance conditions and performance periods remain unchanged .
PSU performance structure (applies to Co-CEOs and other PSU recipients)
| Metric | Target/Structure | Payout/Multiplier | Vesting |
|---|---|---|---|
| Relative TSR vs Performance Peer Group (includes XOP) | Linear between thresholds | 0% at <15th percentile; 100% at 50th; 200% at ≥85th percentile | End of each performance period (2025/2026/2027), subject to continued service (service deemed met 9/1/2025 for 2022 PSUs) |
| Absolute Annualized TSR | Modifier to relative result | 50% at ≤0%; 75% at 5%; 100% at 10%; 125% at 15%; 150% at >20% (linear interpolation) | Same as above |
Outstanding equity awards (as of 12/31/2024)
| Award | Amount |
|---|---|
| PSUs (2022 tranche ending 12/31/2025) (#) | 1,787,841 |
| PSUs (2022 tranche ending 12/31/2026) (#) | 1,787,844 |
| PSUs (2022 tranche ending 12/31/2027) (#) | 1,787,844 |
AIP participation: Co-CEOs do not participate in annual cash AIP; other NEOs’ AIP uses returns, FCF/share, cost, ESG and strategic goals with a 200% cap .
Peer groups used for benchmarking and PSU relative TSR
| Group | Constituents evolution |
|---|---|
| Compensation Peer Group | Updated for 2024 to reflect PR’s growth and industry consolidation . |
| Performance Peer Group | Used for Relative TSR in PSUs; includes selected E&Ps and XOP; revised in 2024 post-Earthstone . |
Clawback and policies
- Dodd-Frank compliant clawback adopted Oct 2023; three-year lookback for incentive-based comp on restatement .
- Anti-hedging and anti-pledging policy; none permitted for directors/officers .
Equity Ownership & Alignment
| Item | Status |
|---|---|
| Beneficial ownership (as of 4/2/2025) | 12,042,681 Class C shares (12.2% of Class C); combined voting power 1.5% . |
| Ownership guidelines | Co-CEOs: 8x base salary (assumed $750k for calculation); five-year compliance window; as of 12/31/2024, all officers/directors in compliance or within window . |
| Hedging/Pledging | Prohibited for directors/officers/employees . |
Insider transactions and potential selling pressure
- On March 6, 2024, Walter redeemed 4,000,000 OpCo common units (and corresponding Class C) for Class A shares and sold 4,000,000 Class A at a net price of $15.71 per share pursuant to an underwritten secondary, while retaining additional OpCo units (including 2,989,989 indirectly via Bedford Family Partners, L.P.) .
- Despite the sale, he remained a substantial holder as shown by 2025 beneficial ownership .
Employment Terms
- No employment agreements for NEOs (including Co-CEOs) .
- Severance Plan (updated Nov 2022)
- Double-trigger CIC: Co-CEOs receive 3.0x (base + average AIP), with Co-CEO base assumed $750k and target bonus 100% for calculations; pro-rata target bonus; equity acceleration (time-based) and performance-based equity settled on actual performance; 125% of COBRA for 2 years; outplacement for one year .
- Non-CIC involuntary/Good Reason: health/outplacement; pro-rata time-based vesting; pro-rata performance equity at end based on actual results .
- Death/Disability: health/outplacement; full time-based vesting; performance equity vests at end based on actual results .
Potential payments as of 12/31/2024 (assumes change-in-control and/or termination on that date)
| Scenario | Salary ($) | Cash Bonus ($) | Health & Outplacement ($) | Accelerated Equity ($) | Total ($) |
|---|---|---|---|---|---|
| CIC + Qualifying Termination | 2,250,000 | 3,000,000 | 72,263 | 77,127,547 | 82,449,810 |
| Without Cause/Good Reason (non‑CIC) | – | – | 72,263 | 43,087,595 | 43,159,857 |
| Death/Disability | – | – | 72,263 | 77,127,547 | 77,199,810 |
Board Governance
- Board service: Director since 2022; not independent (serving Co-CEO) .
- Leadership: Roles of Chair and Co-CEOs are separated; Steven D. Gray serves as independent Board Chair since 2023 .
- Committee roles: Standing committees (Audit, Compensation, Nominating & Corporate Governance, ESG) have only independent directors; Walter is not listed as a member of these committees .
- Board structure/meetings: Declassified board; majority voting; six board meetings in 2024; all directors attended ≥75% of meetings; independent directors held four executive sessions in 2024 .
- Say-on-pay: ~80% support in 2024; committee considered feedback and maintained performance-centric design . 2025 say-on-pay passed (For 613,236,617; Against 15,546,354; Abstain 11,940,563) .
Director compensation (context)
- Non-employee directors elected to take 100% of compensation in stock for 2024; standard retainer and chair fees disclosed for non-employee directors (not applicable to employee directors) .
Performance & Track Record
Operational/financial achievements (2024)
- Increased production 63% oil and 77% total YoY; generated $3.4B cash from operations and $1.4B Adjusted FCF; lowered D&C cost/ft by 14%; replaced >100% drilled inventory for the second straight year; raised base dividend from $0.05 to $0.15 per share .
Company performance during Walter’s tenure (recent quarters)
| Metric | Q4 2024 | Q1 2025 | Q2 2025 | Q3 2025 |
|---|---|---|---|---|
| Revenue ($mm) | 1,296.1* | 1,376.5* | 1,197.6* | 1,321.8* |
| EBITDA ($mm) | 877.2* | 1,041.6* | 877.1* | 1,025.8* |
| Values retrieved from S&P Global.* |
Compensation Structure Analysis
- Cash vs equity mix: 100% performance equity for Co-CEOs since 2022; no base or cash bonus; emphasizes long-term alignment with shareholders .
- Metric rigor and risk: PSU payout depends on both relative and absolute TSR, adding downside at low TSR and upside at high TSR; AIP for other NEOs emphasizes returns, FCF/share, costs, and ESG; annual risk review found programs do not encourage excessive risk-taking .
- Award modification: Service condition for 2022 Co-CEO PSUs deemed satisfied as of 9/1/2025 while performance periods unchanged—reduces service risk but preserves performance rigor .
- No tax gross‑ups; clawback policy; anti‑hedging/pledging; no employment agreements .
Related Party Transactions (Governance context)
- In 2024, PR disclosed transactions with affiliates of NGP, EnCap, Riverstone, and director-affiliated entities, including mineral payments and vendor arrangements (e.g., $8.7mm to Streamline, a Riverstone/Pearl affiliate; payments to Wildcat Oil Tools, affiliated with director Aron Marquez) . PR states terms were no less favorable than arm’s length .
Compensation Peer Group (Benchmarking)
- Compensation and Performance Peer Groups were reassessed for 2024 to reflect PR’s increased scale post-Earthstone acquisition and industry M&A; lists include large-cap and mid-cap E&Ps and XOP for performance benchmarking .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay received ~80% support; management engaged with ~215 investor meetings; committee considered feedback in refining severance/equity treatment discussions .
- 2025 say‑on‑pay approved (For 613,236,617; Against 15,546,354; Abstain 11,940,563) .
Expertise & Qualifications
- Education: B.A. (Plan II Honors) and B.B.A. in Finance, University of Texas at Austin .
- Technical/industry skills: Private equity investing (Denham), strategy (BCG), operating leadership (Colgate/PR). Board biography highlights executive leadership, M&A/business development, strategic planning/risk management .
Investment Implications
- Pay-for-performance alignment is unusually high: Co-CEOs’ comp is 100% PSUs with dual TSR tests; this concentrates realized pay in equity outcomes and supports long-term TSR alignment .
- Retention and overhang: The 2022 PSU package is sizable with tranches through 2027; the service condition modification to 9/1/2025 slightly reduces retention friction while maintaining performance rigor—watch post‑2025 grant cadence and any refresh sizing .
- Insider selling pressure: Walter’s 4.0mm share sale in March 2024 created short-term supply, but he remains a significant holder via Class C/OpCo units—ongoing conversions could intermittently add float; monitor 10b5‑1 plans and secondary activity .
- Change-in-control economics are material (>$82m modeled total for Walter), but are double‑trigger with no gross‑ups, and equity remains performance‑based—mitigating windfall risk .
- Governance posture is favorable (independent chair, declassified board, majority voting, anti‑hedging/pledging, clawback); related‑party disclosures are transparent—monitor vendor spend with affiliates .
Notes: All compensation, governance, and ownership details are sourced from PR’s 2025 DEF 14A (and prior proxies/8‑Ks) as cited. Financials marked with an asterisk are values retrieved from S&P Global.