J. Caldwell Flores
About J. Caldwell Flores
President of Sable Offshore Corp. (SOC) since September 2021; age 32. Previously President of Flame Acquisition Corp. (Mar 2023–Feb 2024) and VP of Flame (Mar 2021–Mar 2023). Holds a B.S. in Business Administration from the University of Houston. His background spans operating roles and investment analysis across Sable entities; TSR, revenue growth, and EBITDA growth metrics were not disclosed for his tenure in this filing .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Sable Offshore Corp. | President | Sep 2021–present | Leads corporate operations; aligned with restart of Santa Ynez Unit (SYU) Assets production per incentive design . |
| Flame Acquisition Corp. | President | Mar 2023–Feb 2024 | Oversaw SPAC through business combination with Sable Offshore Holdings; integration into SOC . |
| Flame Acquisition Corp. | Vice President | Mar 2021–Mar 2023 | Supported deal sourcing and combination preparations . |
| Sable Permian Resources, LLC | Senior Associate | Feb 2018–Feb 2021 | Worked on acquisition, consolidation, optimization in upstream oil & gas . |
| Sable Minerals, Inc. | President | Jan 2015–present | Oversees daily operations and investment analysis; prior Operations Manager (2015–2017) . |
External Roles
No external public company directorships or committee roles disclosed for J. Caldwell Flores in this proxy filing .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | — | $664,615 (pro-rated from employment start date) |
| Target Base Salary ($) | — | $800,000 (contractual base) |
| Target Bonus (% of Salary) | — | 150% of base salary |
| Actual Bonus Paid ($) | — | $750,000 (one-time cash for previously uncompensated services pre-Closing) |
| Other Compensation ($) | — | $23,000 (401(k) match and benefits) |
| Total Compensation ($) | — | $9,302,615 |
Performance Compensation
| Incentive Type | Metric(s) | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual Incentive Plan (AIP) | Operational/financial metrics (plan eligibility begins when SYU Assets begin production) | Not disclosed | 150% of base salary | Not applicable for 2024 (plan not yet active) | — | Annual, once active; details not disclosed |
| Restricted Stock (2023 Plan) | Event-based milestone (SYU production restart) or time-based vest | N/A | 650,000 shares granted; grant date fair value $7,865,000 | Unvested at 12/31/2024 | — | Vests on earlier of SYU restart or Feb 14, 2027 |
Note: The $750,000 2024 cash payment was characterized as compensation for previously uncompensated services pre-Closing, not as an AIP performance payout .
Equity Ownership & Alignment
| Ownership Detail | Amount | Notes |
|---|---|---|
| Common Stock (direct) | 71,875 shares | Held of record by J. Caldwell Flores |
| Restricted Stock (unvested) | 650,000 shares | Vests earlier of SYU restart or Feb 14, 2027 |
| Warrants (exercisable) | 299,167 | Currently exercisable within 60 days of 4/14/2025 |
| Shares via JCF Capital, LLC | 417,000 | Managed by J. Caldwell Flores |
| Total Beneficial Ownership | 1,438,042 shares | Includes exercisable warrants |
| % of Shares Outstanding | 1.5% | Shares outstanding: 89,338,358 |
- Hedging/Pledging: Company policy prohibits short sales, hedging, monetization, and pledging of Company securities; pledging may be permitted only if pre-cleared by the General Counsel .
- Ownership guidelines: Not disclosed for executives in this filing.
- PIPE Participation: JCF Capital, LLC (managed by J. Caldwell Flores) subscribed $3,000,000 in the First PIPE; aligns capital alongside shareholders .
Employment Terms
| Term Component | Details |
|---|---|
| Agreement Date/Effectiveness | Employment agreements entered Nov 2, 2022; effective at Business Combination closing (Feb 14, 2024) . |
| Term Length | Initial 3-year term with automatic one-year renewals on each anniversary . |
| Base Salary | $800,000, subject to Compensation Committee review . |
| Annual Bonus Target | 150% of base salary; eligibility begins when SYU Assets begin production . |
| Severance (No CoC or >2 years post-CoC) | Accrued benefits only if terminated without cause/resigns for good reason/non-renewal (for executives other than CEO) . |
| Severance (Change-in-Control) | Cash severance equal to 3x (base salary + three-year average bonus) upon termination without cause or resignation for good reason in connection with a change in control (double-trigger) . |
| Good Reason (key triggers) | Includes material adverse change in title/responsibilities, base salary reduction, relocation, or James C. Flores ceasing to serve as CEO of Company/successor . |
| 401(k) | Company matches up to 7% of eligible contributions (subject to IRS limits) . |
| Clawback/Ownership Guidelines | Not disclosed in this filing. |
| Non-compete/Non-solicit | Not disclosed in this filing. |
| Insider Trading Policy | Prohibits short sales, options, hedging/monetization, and pledging (pledging only if pre-cleared) . |
Compensation Structure Analysis
- 2024 mix skewed to equity: $7.865M restricted stock vs. $664.6k pro-rated salary and $750k one-time cash; equity vests on operational milestone (SYU restart) or time by Feb 14, 2027—a meaningful alignment with execution on production restart .
- AIP not yet active: annual bonus design is at-risk and contingent on SYU production coming online; metrics not disclosed; signals future pay-for-performance structure once operations commence .
- Severance economics: For JCF and other execs, cash severance requires a CoC plus qualifying termination (double-trigger) and is sizable at 3x salary+bonus; outside CoC, only accrued benefits are payable—reduces off-cycle severance risk but heightens CoC payout exposure .
- Hedging/pledging restrictions: Policy is stringent, with pledging only via pre-clearance—supports alignment and lowers risk of forced selling .
Related Party Transactions (Alignment/Red Flags)
- First PIPE participation: JCF Capital, LLC subscribed $3,000,000, adding personal capital alongside other investors; positive alignment signal .
- Asset purchase from Sable Aviation: Related to CEO; no direct J. Caldwell Flores involvement disclosed here .
Investment Implications
- Alignment: Large unvested restricted stock (650k shares) tied to SYU production restart aligns compensation with the critical operational catalyst; expect potential selling pressure around vesting events (production restart or Feb 14, 2027) as shares become liquid .
- Retention risk: “Good Reason” includes CEO (James C. Flores) ceasing to serve; any change at CEO could enable exit or trigger renegotiations for JCF—monitor leadership stability closely .
- CoC economics: Double-trigger, 3x cash severance suggests substantial cash outlays upon a sale with management turnover; could influence M&A negotiations and dilution/sentiment, but does not incentivize a sale without termination .
- Near-term bonus visibility: AIP activation depends on SYU restart; until production resumes, cash incentives remain limited—equity-heavy structure increases focus on executing the restart to unlock value .
- Trading signal: Monitor regulatory and operational milestones for SYU restart; vesting acceleration at restart can coincide with increased insider liquidity and potential supply; also track any pre-cleared pledging (GC approval) or 8-K 5.02 disclosures that could change alignment dynamics .