Philip Riley
Chief Financial Officer and Executive Vice President of Strategy at Riley Exploration Permian
Executive
About Philip Riley
Philip Riley, 50, is Chief Financial Officer and Executive Vice President of Strategy at Riley Exploration Permian (appointed CFO on September 1, 2021; EVP Strategy since March 2021). He has 25+ years of experience as an executive, investor, and strategic advisor, previously at Bluescape Energy Partners (Managing Director, since May 2015) and Parallel Resource Partners (Managing Director, since November 2012), and earlier as an investment banker at Imperial Capital, Lazard, and Petrie Parkman. He holds a BBA from the University of Texas at Austin (Business Honors Program and Finance) . Company performance under current leadership delivered in 2024: total equivalent production +22% YoY, operating cash flow (before WC changes) +10% YoY, and Total Free Cash Flow +67% YoY; the company also closed a New Mexico asset acquisition (13,900 net acres) and began operations at a self-generation power JV, announcing a second ERCOT project . Company TSR value rose to $190.68 for a $100 initial investment by year-end 2024 (Pay vs. Performance disclosure) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Bluescape Energy Partners | Managing Director | May 2015–Mar 2021 | Formulated investment strategies, sourced opportunities, and managed investment operations/performance; served as Bluescape’s designated director for REP LLC . |
| Parallel Resource Partners | Managing Director | Nov 2012–Mar 2021 | Formulated investment strategies, sourced opportunities, managed portfolio performance . |
| Imperial Capital; Lazard Ltd.; Petrie Parkman | Investment banker | Not disclosed | Advised on domestic/international transactions exceeding $135B in value . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| RPC Power LLC (JV) | Board of Managers | Not disclosed | Minority investment JV of the company; Riley serves on the board of managers . |
| Various companies | Director (11 companies) | Not disclosed | Served as director of 11 companies, including as Bluescape’s designated director for REP LLC . |
Fixed Compensation
| Year | Base salary ($) | Target bonus (% of base) | Actual annual bonus ($) | All other comp ($) | Notes |
|---|---|---|---|---|---|
| 2024 | 470,000 | 50% | 895,750 | 41,908 | Company also disclosed a 2024 “Annual Incentive Bonus Award” of $602,000 for Riley; the difference vs SCT bonus reflects committee discretion/timing; both amounts shown as disclosed . |
| 2023 | 399,420 | 50% | 476,387 | 39,605 | Target bonus % from executive employment framework . |
All other compensation = 401(k) match and employer-paid portion of insurance benefits .
Performance Compensation
Annual Incentive (cash)
- 2024 program drivers (committee discretion using): free cash flow generation, production, operating costs (LOE and non-stock G&A), and safety/environmental performance .
- 2025 change: scorecard (70% quantitative) with defined metric weights below .
| Metric (2025) | Weight |
|---|---|
| Upstream Free Cash Flow | 17.5% |
| Oil Production | 17.5% |
| LOE + non-stock G&A | 17.5% |
| HSE: TRIR, Total Fluid Spill Intensity, Flare Intensity | 17.5% |
| Strategic Objectives | 30.0% |
Equity Awards
| Grant date | Instrument | Shares | Grant-date fair value ($) | Vesting |
|---|---|---|---|---|
| 4/11/2024 | Restricted stock | 20,324 | 601,184 | Ratable over 3 years, beginning 1st anniversary of grant . |
| 10/9/2023 | Restricted stock | 45,010 | 1,307,991 | Ratable over 3 years, beginning 1st anniversary of grant . |
- 2025 change: introduced performance-based restricted stock (30% of annual equity award) based on 3-year relative TSR; payout 0–200% of target. Remaining 70% in time-based RS (ratable 3 years) .
- Outstanding unvested restricted stock (12/31/2024): 65,294 shares; market value $2,084,184 at $31.92/share .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 188,172 shares; 0.9% of outstanding (22,003,751 shares outstanding incl. 935,627 unvested RS) . |
| Vested vs unvested | Unvested restricted stock: 65,294 shares at 12/31/2024 . |
| Pledging/Hedging | Company prohibits hedging of company stock . Prior disclosure (2024 proxy) indicated 35,736 shares pledged as collateral by Philip Riley; latest 2025 proxy does not repeat a pledge footnote—monitor for updates . |
| Ownership guidelines | Stock ownership guidelines adopted for officers and directors in 2025 . |
Employment Terms
| Term | Key terms |
|---|---|
| Agreement | Amended & restated employment agreement effective April 8, 2025; initial 3-year term with automatic annual renewals . |
| Clawback/Restrictive covenants | Subject to Rule 10D-1 clawback policy; confidentiality; non-compete and non-solicit post-termination (scope/duration as defined in agreement) . |
| Severance (no CIC) | If terminated without cause/for good reason: cash equal to 100% of base salary + 100% of prior-year annual incentive bonus + 6 months COBRA; accelerated vesting for a portion of time-based RS per award terms. CEO has 200% multiple; Riley (CFO) at 100% . |
| Change-in-control (double trigger) | If CIC plus qualifying termination (or within 6 months before/24 months after): cash equal to 200% of base salary + 200% of prior-year annual incentive bonus + 6 months COBRA; all unvested equity fully vests . |
Estimated Payments (as if event on last business day of 2024)
| Scenario | Base Salary ($) | Annual Bonus ($) | Stock Award ($) | COBRA ($) | Total ($) |
|---|---|---|---|---|---|
| Termination without Cause / Resignation for Good Reason | 470,000 | 587,500 | 2,084,184 | 13,468 | 3,155,153 |
| Change in Control without Termination | — | — | 2,084,184 | — | 2,084,184 |
| CIC with Qualifying Termination (double trigger) | 940,000 | 1,175,000 | 2,084,184 | 13,468 | 4,212,653 |
| Death or Disability | — | — | 2,084,184 | — | 2,084,184 |
Investment Implications
- Pay-for-performance calibration improving: 2025 scorecard formalizes 70% quantitative weighting and adds 30% performance-based equity tied to relative TSR (0–200% payout), which should tighten alignment with shareholder returns versus prior reliance on time-based RS and discretionary annual bonuses .
- Retention supported by unvested equity and severance structure: 65,294 unvested RS at YE 2024 and double-trigger CIC protection reduce near-term departure risk, while no-CIC severance at 1× salary+bonus is market-consistent for a CFO .
- Potential selling pressure watchpoints: time-based RS vests annually in equal tranches, creating periodic liquidity windows; prior disclosure of 35,736 pledged shares is a red flag for alignment/risk management—monitor for de-pledging updates and any Form 4 selling around vest dates .
- Governance and oversight: independent compensation committee (Nordberg and Bayless as Co-Chairs; Arriaga member) and use of independent consultant Meridian in 2024 (no conflicts found) support program integrity .
- Performance backdrop constructive: 2024 operations exceeded internal goals (production, cash flow, FCF), and TSR improved to $190.68 since 2021 baseline—supportive for incentive realizations and shareholder alignment going into the 2025 performance-based plan .
Sources: 2025 Proxy Statement (DEF 14A filed April 14, 2025) ; 2024 Proxy Statement (DEF 14A filed April 22, 2024) .