William M. Hickey III
About William M. Hickey III
Co-Chief Executive Officer and Director of Permian Resources (PR) since the September 1, 2022 merger of Centennial and Colgate; age 38; MBA (SMU) and BS Petroleum Engineering (University of Texas at Austin) . PR delivered strong operating and shareholder results during his tenure: in 2024, oil and total production rose 63% and 77% YoY to 159.2 MBbl/d and 343.5 MBoe/d; cash from operations was $3.4B and Adjusted Free Cash Flow was $1.4B; the base dividend was tripled to $0.15 per share . PR’s 2024 TSR was strong vs. its peer average and the XOP ETF, and PR outperformed peers and broad energy benchmarks from the 9/1/2022 merger through 3/31/2025 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Permian Resources Corporation | Co-Chief Executive Officer and Director | 2022–present | Led integration and growth post-merger; strengthened returns and return-of-capital program . |
| Colgate Energy Partners | Co-Founder and Co-Chief Executive Officer; Board of Managers | 2015–2022 | Built Delaware Basin position, culminating in merger with Centennial to form PR . |
| EnCap Investments | Investment professional (energy private equity) | Not disclosed | Evaluated and monitored oil & gas investments focused on Permian Basin . |
| Pioneer Natural Resources | Engineering roles; worked with COO | Not disclosed | Operations/engineering foundation across multiple roles . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Permian Resources Corporation | Director | 2022–present | Non-independent executive director; no committee memberships disclosed . |
- Board service and governance: Independent chair (Steven D. Gray) and Co-CEO roles are separated; 7 of 11 directors are independent; board declassified with annual elections and majority voting; all directors attended ≥75% of 2024 meetings; independent directors held four executive sessions in 2024 .
- Dual-role implications: Hickey is an executive director (non-independent), but separation of Chair/CEO roles and a majority-independent board reduce concentration-of-power concerns .
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base salary ($) | – | – | – |
| Target annual bonus (% salary) | 0% | 0% | 0% |
| Actual annual bonus/AIP ($) | – | – | N/A (Co-CEOs do not participate) |
Notes:
- PR’s program pays Co-CEOs entirely in performance-based equity; no salary, no cash bonus, no cash perquisites disclosed for Co-CEOs .
Performance Compensation
| Award type | Grant date | Tranche performance periods | Performance metrics | Payout mechanics |
|---|---|---|---|---|
| Performance Stock Units (PSUs) – “Inaugural” grant (target value $15M per Co-CEO) | 9/1/2022 | ~3, 4, 5 years (ending 12/31/2025, 12/31/2026, 12/31/2027) | Relative TSR vs Performance Peer Group (incl. XOP), plus Absolute TSR modifier | Relative TSR: 0% at <15th percentile; 100% at 50th; 200% at ≥85th; Absolute TSR: 50% at ≤0%; 75% at 5%; 100% at 10%; 125% at 15%; 150% at >20% (linear interpolation) . |
Vesting and service terms:
- 2024 amendment: service requirement deemed met on 9/1/2025 for each tranche, but original performance periods and conditions unchanged; vesting remains contingent on year-end 2025/2026/2027 performance certification .
Outstanding PSUs at 12/31/2024 (reported at maximum per proxy methodology):
| Tranche (Performance period end) | Unearned PSUs (#) | Implied value at $14.38/share |
|---|---|---|
| 12/31/2025 | 1,787,841 | $25,709,154 |
| 12/31/2026 | 1,787,844 | $25,709,197 |
| 12/31/2027 | 1,787,844 | $25,709,197 |
- Company states it has not recently and has no current plans to grant options; program emphasizes PSUs and time-based restricted stock for non-CEO NEOs; Co-CEOs received no new awards in 2024 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 12,267,681 Class C shares (12.4% of Class C); combined voting power 1.5% (as of 4/2/2025) . |
| Ownership guidelines | Co-CEOs: 8x base salary; for Co-CEOs, guideline assumes $750,000 salary for calculation; all officers/directors in compliance or within transition period as of 12/31/2024 . |
| Hedging/pledging | Prohibited by policy (non-hedging and non-pledging) . |
| Clawback | NYSE/SEC-compliant clawback adopted Oct 2023; 3-year lookback on incentive-based comp upon certain restatements (pre-tax) . |
| Options | No option awards disclosed for Co-CEOs; company not planning option grants . |
Implications for selling pressure:
- The 9/1/2025 deemed service satisfaction reduces risk of service-based forfeiture; however, actual PSU vesting still depends on relative and absolute TSR for each tranche at 12/31/2025, 12/31/2026, 12/31/2027, with share delivery after performance certification. The first tranche could deliver significant shares upon certification if performance conditions are met, subject to PR’s insider trading policy and window limitations .
Employment Terms
| Topic | Summary |
|---|---|
| Employment agreements | None; PR does not have employment agreements with NEOs . |
| Severance plan | Applies to all U.S. full-time employees; last updated Nov 2022 . |
| Change-in-control (CIC) | Double-trigger required (CIC plus qualifying termination within 24 months) . |
| CIC cash multiple | Co-CEOs: 3.0x (salary + 3-year avg AIP); because Co-CEOs have no salary/AIP, calculations assume $750,000 salary and 100% target bonus . |
| Equity on termination | CIC: accelerated vesting of time-based awards; performance awards vest based on actual performance through termination. Non-CIC without cause/good reason: pro-rata vesting of time-based awards; performance awards vest pro-rata at end of performance period based on actual results. Death/disability: time-based awards accelerate; performance awards vest based on actual results at end of period . |
| Health/outplacement | Cash equal to 125% of COBRA for 2 years post-termination; outplacement for one year (CIC and non-CIC) . |
| Tax gross-ups | None for severance/CIC benefits . |
Potential payments for Hickey (as of 12/31/2024; values assume $14.38/share and described treatment):
| Scenario | Salary | Cash bonus | Health & outplacement | Accelerated equity | Total |
|---|---|---|---|---|---|
| CIC termination | $2,250,000 | $3,000,000 | $82,566 | $77,127,547 | $82,460,113 |
| Termination without cause/good reason (non-CIC) | – | – | $82,566 | $43,087,595 | $43,170,161 |
| Death/Disability | – | – | $82,566 | $77,127,547 | $77,210,113 |
Compensation Structure Analysis
- 100% at-risk Co-CEO pay in PSUs tightly links outcomes to shareholder returns (relative and absolute). No salary/bonus reduces fixed pay and increases alignment, but also concentrates incentives on stock price/TSR .
- 2024 amendment deeming service satisfied on 9/1/2025 preserves performance-contingent vesting while lowering service-based forfeiture risk, enhancing retention but potentially accelerating delivery timing once performance tranches complete .
- Best-practice guardrails: no employment agreements; no tax gross-ups; double-trigger CIC; anti-hedging/anti-pledging; robust stock ownership (8x) and a compliant clawback policy .
- Say-on-pay support of ~80% in 2024 and extensive shareholder outreach (215 meetings; top-30 holders representing ~68% ownership engaged) suggest investors broadly accept the design while providing feedback the committee considers in program evolution .
Performance & Track Record
| Metric | FY 2024 | Q3 2025 |
|---|---|---|
| Oil production | 159.2 MBbl/d (+63% YoY) | 186.9 MBbl/d (+6% QoQ) |
| Total production | 343.5 MBoe/d (+77% YoY) | 410.2 MBoe/d |
| Cash from operations / Adjusted Operating Cash Flow | $3.4B CFO; $1.4B Adjusted Free Cash Flow (FY) | $949M Adjusted Operating Cash Flow (quarter) |
| Adjusted Free Cash Flow | $1.4B (FY) | $469M (quarter) |
| Base dividend | Raised from $0.05 to $0.15 per share | Declared $0.15 for Q4 2025 (4.8% yield as of 11/4/25) |
| Cost leadership | D&C cost/ft down 14% YoY (2024) ; LOE+G&A/Boe $6.38 (below guidance mid) | D&C ~$725/ft (-11% vs 2024); controllable cash costs $7.36/Boe (-6% QoQ) |
TSR context:
- 2024 TSR strong vs peer average and XOP ETF; continued outperformance vs peers/SPY/XOP since PR merger close (9/1/2022) through 3/31/2025 .
Equity Ownership & Alignment (Detail)
| Item | Data |
|---|---|
| Security ownership (4/2/2025) | Hickey: 12,267,681 Class C (12.4% of Class C); combined voting power 1.5% . |
| PSU overhang (max, 12/31/2024) | Three PSU tranches totaling 5,363,529 unearned units at maximum; implied aggregate value ~$77.1M at $14.38/share (performance end 2025/2026/2027) . |
| Policy red flags | Hedging/pledging prohibited; no employment agreements; no option repricing without shareholder approval . |
Compensation Committee Analysis
- Committee composition: Maire A. Baldwin (Chair), Steven D. Gray, Aron Marquez, Robert M. Tichio; all independent under NYSE rules .
- Independent consultant: Meridian Compensation Partners advises; no conflicts of interest identified .
- Peer groups: Committee uses a Compensation Peer Group and a Performance Peer Group (with XOP) for benchmarking and PSU relative TSR; peer sets were updated in 2023–2024 as PR scaled .
Related Party Transactions
- PR discloses related-party dealings largely tied to significant shareholders and affiliates (e.g., EnCap, NGP, Riverstone, Pearl); no Hickey-specific related-party transactions were identified in 2024 disclosures .
Employment Terms (Detail)
| Provision | Terms |
|---|---|
| CIC definition | As defined in LTIP; double-trigger applies . |
| Co-CEO severance basis | Assumed $750k salary and 100% target bonus for severance calculation because no cash pay exists . |
| Equity treatment | CIC: time-based accelerates; performance-based measured to termination. Non-CIC: pro-rata; performance vests pro-rata based on actuals at end of period. Death/disability: similar performance-based vesting at end . |
Investment Implications
- Alignment/retention: Zero fixed pay and 100% PSU mix create strong alignment with TSR but concentrate risk; 9/1/2025 service-satisfaction amendment increases retention and reduces service-based forfeiture risk while leaving performance risk intact .
- Potential supply events: Large PSU tranches tied to 2025/2026/2027 performance could deliver material stock upon certification if performance thresholds are met; monitor insider trading windows and Form 4s around certification dates for selling pressure signals .
- Downside protection/discipline: No tax gross-ups, anti-hedging/pledging, robust ownership guidelines and clawback, and double-trigger CIC mitigate governance risk; say-on-pay at ~80% indicates investor tolerance for the design .
- Track record and execution: Under co-CEO leadership, PR delivered strong growth, improved cost structure, rising free cash flow/dividends, and TSR outperformance; continuation of cost/marketing initiatives (e.g., FT to DFW/Gulf Coast, D&C efficiencies) supports sustainable FCF per share improvements, balance sheet strength, and capital flexibility—key positives for equity holders .