John C. Bell
About John C. Bell
Executive Vice President, General Counsel and Secretary of Permian Resources Corporation (PR); age 39 as of April 2, 2025; General Counsel since September 2022. Education: B.A. (University of Texas at Austin), J.D. (University of Texas School of Law), and MBA (University of Texas at Austin) . Corporate performance during his tenure includes strong operational and financial results: 2024 cash from operations of $3.4B and Adjusted Free Cash Flow of $1.4B, production up 63% oil and 77% total, with PR meeting/exceeding guidance; TSR outperformance versus peers post-merger (9/1/2022–3/31/2025) and peer-leading returns in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Permian Resources Corporation | EVP, General Counsel & Secretary | Sep 2022–present | General Counsel; member of risk oversight via Risk Management Committee with CFO |
| Colgate Energy Partners | SVP, Commercial | Jan 2021–Sep 2022 | Commercial leadership supporting growth and strategic transactions |
| Colgate Energy Partners | VP & General Counsel | Aug 2017–Jan 2021 | Led legal, M&A and governance for a Permian Basin E&P operator |
| Vinson & Elkins LLP | Corporate Associate (M&A & PE in oil & gas) | Prior to 2017 | Advised on mergers, acquisitions and private equity transactions |
External Roles
No current public company directorships or external board roles disclosed for John C. Bell in the proxy .
Fixed Compensation
Multi-year compensation summary (SEC-reported):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $125,000 | $375,000 | $400,000 |
| Non-Equity Incentive Plan (AIP) ($) | $109,397 | $450,000 | $512,000 |
| Stock Awards ($) | $2,292,044 | — | $2,064,379 |
| Total ($) | $2,526,441 | $847,560 | $2,998,754 |
AIP targets and payout:
| Metric | 2023 | 2024 |
|---|---|---|
| AIP Target (% of Salary) | 80% | 80% |
| AIP Cash Award ($) | $450,000 | $512,000 (paid March 2025) |
Performance Compensation
2024 AIP scorecard – key metrics and outcomes:
| Metric | Target | Actual | Assessment |
|---|---|---|---|
| Free Cash Flow per Share | $1.50 | $1.64 | Exceeded |
| LOE + Cash G&A per Boe | $6.75 | $6.38 | Exceeded |
| All-in Rate of Return | Internal goal set (using 2/14/2024 strip) | Exceeded | Exceeded |
| Gas Flaring % (ESG) | 2.0% | 1.0% | Outperformed |
| Oil Spills % (ESG) | 0.0038% | 0.002% | Outperformed |
| Water Spills % (ESG) | 0.0045% | 0.002% | Outperformed |
| TRIR (ESG) | 0.65 | 0.57 | Outperformed |
| Strategic/Discretionary | Qualitative/quantitative goals | Exceeded | Exceeded |
2024 LTIP awards (grant date: Feb 20, 2024):
| Award Type | Quantity (#) | Grant-Date Fair Value ($) |
|---|---|---|
| PSUs | 66,596 | $1,652,247 |
| Restricted Stock | 28,541 | $412,132 |
| Total | — | $2,064,379 |
PSU design – payout mechanics:
| Performance Measure | Level | Multiplier |
|---|---|---|
| Relative TSR vs peer group (incl. XOP) | ≥85th percentile | 200% |
| Relative TSR vs peer group (incl. XOP) | 50th percentile | 100% |
| Relative TSR vs peer group (incl. XOP) | 15th percentile | 15% |
| Relative TSR vs peer group (incl. XOP) | <15th percentile | 0% |
| Absolute Annualized TSR | >20% | 150% |
| Absolute Annualized TSR | 15% | 125% |
| Absolute Annualized TSR | 10% | 100% |
| Absolute Annualized TSR | 5% | 75% |
| Absolute Annualized TSR | ≤0% | 50% |
Equity Ownership & Alignment
Beneficial ownership (as of April 2, 2025):
| Class | Shares | % |
|---|---|---|
| Class A Common | 112,312 | — |
| Class C Common | 1,353,243 | 1.4% (Class C) |
| Combined Voting Power | 1,465,555 | — |
- Footnote: Includes 76,276 Class A shares subject to continued time-based vesting requirements .
- Non-hedging and non-pledging policies for Company securities; hedging/pledging prohibited .
- Stock ownership guidelines: Executive Vice President = 3x base salary; unvested awards excluded from calculation; five-year compliance window; all officers in compliance as of 12/31/2024 .
Outstanding equity awards (as of Dec 31, 2024):
| Award | Quantity (#) | Performance Period End | Market/Payout Value ($) |
|---|---|---|---|
| PSUs (2022 grant) | 406,734 | 12/31/2025 | $5,848,835 |
| PSUs (2024 grant) | 199,788 | 12/31/2026 | $2,872,951 |
| Restricted Stock (unvested) | 28,541 (2024 grant) | See schedule below | $410,420 |
| Restricted Stock (unvested) | 19,369 (2022 grant) | See schedule below | $278,526 |
Restricted stock vesting schedule (subject to continued service):
| Vest Date | Shares |
|---|---|
| 3/1/2025 | 9,513 |
| 9/1/2025 | 19,369 |
| 3/1/2026 | 9,514 |
| 3/1/2027 | 9,514 |
| Total | 47,910 |
Insider selling pressure considerations:
- Near-term RS vesting dates may create incremental supply windows (3/1/2025, 9/1/2025, 3/1/2026, 3/1/2027) .
- PSU settlements are contingent on TSR outcomes and performance periods ending 12/31/2025 and 12/31/2026, with absolute/relative TSR multipliers limiting payouts under weaker markets .
Employment Terms
- No individual employment agreement; executives covered by Severance Plan updated Nov 2022 (applies to all regular full-time employees) .
- Change-in-control severance: double trigger; for other NEOs (incl. Bell) cash equals 2.75x sum of base salary + average prior 3-year AIP, prorated target AIP for year of termination, accelerated vesting of time-based equity and performance awards (based on actual performance through termination), 125% of COBRA premiums for two years, and outplacement for one year; no tax gross-ups .
- Unrelated to change-in-control: health/outplacement; pro rata accelerated vesting of time-based awards; PSUs vest pro rata at end of performance period based on actual results .
Estimated payments (as of 12/31/2024 valuation at $14.38/share):
| Category | Change-in-Control Termination | Termination Without Cause/Good Reason | Death/Disability |
|---|---|---|---|
| Salary | $1,100,000 | — | — |
| Cash Bonus | $1,557,500 | — | — |
| Health & Outplacement | $72,263 | $72,263 | $72,263 |
| Accelerated Equity | $8,836,142 | $5,190,942 | $8,836,142 |
| Total | $11,565,905 | $5,263,205 | $8,908,405 |
Governance safeguards:
- Clawback policy adopted October 2023 for restatements; recover excess incentive-based compensation for three prior years, pre-tax basis .
- Insider Trading Policy and robust ownership guidelines; unvested awards excluded from compliance calculation .
Investment Implications
- Alignment: Significant equity exposure via PSUs and RSUs, strict ownership guidelines (EVP = 3x base salary) and prohibition on hedging/pledging support shareholder alignment and reduce agency risk .
- Retention: Material unvested PSU value tied to 2025–2026 performance periods and severance double-trigger economics mitigate near-term retention risk, with non-CoC term providing pro rata vesting and delayed PSU realization that incentivizes continuity .
- Performance linkage: AIP/PSU frameworks emphasize returns, FCF/share, cost controls, and ESG safety/environment metrics, with TSR-based PSUs using both relative and absolute gates to adjust payouts—supportive of pay-for-performance and capital discipline .
- Trading signals: Known RS vest dates and PSU maturities (2025–2027, with PSUs at 2025/2026 for Bell) offer visibility into potential selling windows; however, anti-hedging/pledging policies and ownership requirements likely temper discretionary sales activity .
- Governance: No employment agreements, no tax gross-ups, and an updated clawback policy are shareholder-friendly; 2024 say-on-pay passed with ~80% support, indicating broad investor acceptance of PR’s compensation design .
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