Phillip Feiner
RING ENERGYAbout Phillip Feiner
Phillip B. Feiner is Senior Vice President, General Counsel & Corporate Secretary at Ring Energy (REI), age 51, having joined on July 31, 2024 and promoted on March 1, 2025 . In 2024, REI delivered net income of $67.5MM, Adjusted EBITDA of $233.3MM, and Adjusted Free Cash Flow of $43.6MM; production rose 8% YoY to 19,648 Boe/d while LOE was $10.89/BOE . The company’s SEC “Pay vs Performance” TSR measure shows the value of a $100 investment at $51.52 as of 12/31/2024, indicating multi‑year stock underperformance relative to a peer index .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Nacero Inc. | General Counsel | 2021–2024 | Led FEED and offtake negotiations for West Texas processing facility . |
| HSB Solomon Associates | General Counsel | Prior to 2021 | Legal leadership for a global energy benchmarking firm across upstream/midstream/downstream . |
| Kosmos Energy | Assistant General Counsel; VP Legal & HR; VP & Deputy General Counsel | 2011–2019 | Supported IPO; led legal/HR; co‑led Equatorial Guinea asset acquisition; seconded as acting GC in JV . |
| Cano Petroleum | Vice President & General Counsel | Prior to 2011 | Legal leadership for a Texas Panhandle operator . |
External Roles
No public company directorships or external board roles disclosed in company filings for Mr. Feiner .
Fixed Compensation
| Metric | FY 2024 |
|---|---|
| Base Salary Paid ($) | $141,666 |
| Base Salary Rate ($) | $340,000 (established for 2024; role began 7/31/2024) |
| Sign‑on/Discretionary Bonus ($) | $28,333 |
| Annual Incentive Plan (AIP) – Actual Payout ($) | $125,233 |
| All Other Compensation ($) | $3,412 (401(k) match) |
Performance Compensation
AIP Structure and 2024 Outcomes (Company‑level)
| Measure | Weight | Threshold | Target | Max | Actual | Performance Factor | Funding Level |
|---|---|---|---|---|---|---|---|
| Net Boe Production (Sales) | 50% | 5,950,336 | 6,611,484 | 7,933,781 | 7,191,054 | 144% | 72% |
| IRR (%) | 25% | 24% | 47% | 71% | 60% | 155% | 39% |
| Net Lifting Costs ($/BOE) | 25% | $12.05 | $10.95 | $8.76 | $10.89 | 103% | 25% |
| Total Funding | 100% | — | — | — | — | — | 136% |
| HSE Modifier | — | N/A | 100% | 200% | 100% | — | 100% |
| Total % of AIP Target Earned | — | — | — | — | — | — | 136% |
Feiner’s FY 2024 AIP target and payout (joined mid‑year):
- Target: $92,083; Maximum: $184,166; Actual AIP paid: $125,233 .
LTIP – Equity Awards
| Grant | Type | Shares/Target (#) | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| 2024 Hire Grant | RSU | 76,600 | $150,902 | 3 equal annual installments starting first anniversary of grant (July 31, 2025, 2026, 2027) |
Notes:
- No 2024 PSU grant to Feiner (PSUs were granted to other NEOs on 4/30/2024; Feiner joined 7/31/2024) .
- Company uses PSUs tied to TSR (absolute and relative) and CROCE; PSUs cliff vest at end of 3‑year performance period; payouts 0–200% of target .
Vesting Schedule – Feiner RSUs
| Vesting Date | Shares |
|---|---|
| July 31, 2025 | 25,533 |
| July 31, 2026 | 25,534 |
| July 31, 2027 | 25,533 |
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Beneficial Ownership at onboarding | Form 3 filed 8/9/2024 reported “No securities are beneficially owned.” |
| Unvested RSUs (12/31/2024) | 76,600 units; market value $104,176 at $1.36/share |
| PSUs (12/31/2024) | None for Feiner |
| Options | None granted in 2024; options not a component of program |
| Shares Outstanding (record date) | 206,509,126 shares |
| Ownership Guidelines | NEOs required to hold shares worth 3x base salary; 3 years to reach; must retain two‑thirds of net vested shares until compliant |
| Hedging/Pledging | Prohibited for directors and executive officers (no hedging, pledging, margin) |
| Clawback | Adopted Nov 2023; recovery of incentive comp upon certain accounting restatements (3‑year lookback) |
Employment Terms
REI adopted a Change in Control and Severance Benefit Plan (CIC Plan) on March 6, 2024; Feiner designated Tier 2. Double‑trigger equity vesting on change of control and termination within the protection period .
| Scenario (Feiner – Tier 2) | Cash Severance | Pro‑rated Target Bonus | Accelerated Equity Vesting | COBRA Premiums | Total |
|---|---|---|---|---|---|
| Termination by Employee for Good Reason, or Company without Cause | $561,000 | $— | $104,176 | $— | $665,176 |
| Termination without Cause/Resignation for Good Reason within 6 months prior to or 24 months post‑CIC | $1,122,000 | $— | $104,176 | $— | $1,226,176 |
| Death | $— | $— | $104,176 | $— | $104,176 |
| Disability | $— | $— | $104,176 | $— | $104,176 |
CIC Plan mechanics for Tier 2: Outside protection period, 100% of base salary and AIP target plus equity acceleration and 18 months health benefits; during protection period around CIC, 200% of base salary and AIP target plus equity acceleration and 18 months health benefits .
Compensation Structure & Governance Signals
- Mix: Majority “at‑risk” via AIP and LTIP; in 2024 the company awarded ~60% long‑term equity via PSUs and ~40% via RSUs (Feiner received RSUs only due to hire timing) .
- AIP metrics: Net Boe production, IRR, and net lifting costs with HSE modifier; 2024 funding at 136% of target reflecting operational performance .
- Peer benchmarking: Meridian retained; peer group includes Amplify, Berry, Gulfport, HighPeak, Mach Natural, Magnolia, Riley, SilverBow, SM, Talos, Vital, W&T; sizing considers enterprise value and operational footprint .
- Policies: No excise tax gross‑ups; no hedging/pledging; no option repricing; clawback adopted; robust ownership guidelines .
- Say‑on‑pay: ~81% approval at 2024 annual meeting; ongoing investor engagement to further improve approval .
Investment Implications
- Alignment: Feiner’s comp is tied to AIP operational metrics and multi‑year equity vesting; 3x salary ownership guideline and hedging/pledging prohibitions strengthen alignment with shareholders .
- Near‑term vesting cadence: Three equal RSU tranches (25,533; 25,534; 25,533) vest annually starting 7/31/2025; monitor Form 4s around these dates for potential liquidity/selling activity by insiders .
- Retention and change‑of‑control: Tier‑2 CIC benefits (200% salary+target bonus in CIC protection period with equity acceleration) reduce retention risk through transition scenarios, while double‑trigger equity vesting avoids single‑trigger concerns .
- Performance backdrop: Company delivered strong 2024 operational/financial results (Adjusted EBITDA $233.3MM; FCF $43.6MM; production +8% YoY; debt paydown), but multi‑year TSR remains challenged; equity awards tied to TSR/CROCE should incentivize value creation and capital discipline .
Document sources: 2025 DEF 14A and related 8‑K/press release excerpts for REI as cited above.