Jason Pigott
About Jason Pigott
Jason Pigott, 51, has served as Vital Energy’s President & CEO since October 2019 and as a director since September 2019. He previously led operations at Chesapeake Energy and held technical leadership roles at Anadarko Petroleum; he holds an MBA from UNC and a BS in Petroleum Engineering from Texas A&M . Under his leadership, 2024 results included record total production of 133.9 MBOE/d (+39% YoY), oil production of 61.7 MBO/d (+33% YoY), cash flows from operating activities of $1.0B, Adjusted Free Cash Flow of $232.8M, and year-end proved reserves of 455.3 MMBOE (+12% YoY) . Say‑on‑pay support exceeded 96% in 2024, reflecting investor alignment with compensation design .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Vital Energy, Inc. | President & CEO | Oct 2019–present | Led Permian expansion, deleveraging focus, production and reserve growth |
| Chesapeake Energy | EVP – Operations & Technical Services; EVP Operations; SVP Operations | 2013–2019 | Led drilling/completions, digital ops, supply chain and land; enterprise operations leadership |
| Anadarko Petroleum | General Manager; Reservoir Engineering Manager | 14 years prior to 2013 | Onshore unconventional development across Eagle Ford, Haynesville, Delaware Basin, tight sands |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None | — | — | No current public company boards |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| CEO Salary ($) | 764,423 | 795,192 | 828,269 |
| Director pay for employee-directors | — | — | Employees receive no additional director compensation |
| STIP Target % (CEO) | — | — | 125% |
| Base Salary Rate ($) | — | 800,000 | 835,000 |
Performance Compensation
Short-Term Incentive Program (STIP) – 2024 Results
| Metric | Weight | 2024 Target | 2024 Actual | Metric Achievement | Weighted Payout |
|---|---|---|---|---|---|
| Produced Fluid Spill Intensity | 5.0% | 0.015 | 0.018 | 85% | 4.3% |
| Routine Flaring Intensity | 5.0% | 0.27% | 0.18% | 200% | 10.0% |
| Employee Only TRIR | 5.0% | 0.370 | 0.779 | 0.0% | 0.0% |
| Employee & Contractor SIF | 5.0% | 0.030 | 0.189 | 0.0% | 0.0% |
| Gross Operated Base Performance (BOPD) | 15% | 0.0% | -0.9% | 82% | 12.3% |
| Gross Operated Wedge Oil Performance | 15% | 0.0% | 1.8% | 122.5% | 18.4% |
| Free Cash Flow (Excluding Acq.) ($MM) | 30% | $355 | $201 | 0.0% | 0.0% |
| Gross Inventory Added (Well Count) | 20% | 120 | 196 | 195% | 39.0% |
| Total STIP Payout | — | — | — | — | 83.9% |
| CEO STIP Detail | Value |
|---|---|
| 2024 STIP salary base ($) | 828,269 |
| STIP target % | 125% |
| STIP target value ($) | 1,035,336 |
| Award payout ($) | 868,647 |
| Payout vs target (%) | 83.9% |
Long-Term Incentive Program (LTIP) – Design and Grants
| Component | Weight | 2024 Targets | Vesting / Settlement |
|---|---|---|---|
| TSR Matrix (Relative + Absolute) | 50% | Annual matrix determining payout 0–250% | 3-year performance; payable in cash in Q1 2027 |
| Net Debt / Consolidated EBITDAX | 20% | Target 1.25 (max 0.75) | 3-year performance |
| Inventory Growth | 15% | Target 400 wells (max 560) | 3-year performance |
| ESG Emissions Intensity | 15% | Target ≤12.5 mtCO2e/MBOE (max ≤11.5) | 3-year performance |
| Restricted Stock | 50% of LTIP grant value | Time-based | 33%/33%/34% annual vesting |
| CEO 2024 LTIP Grants | Quantity / Value |
|---|---|
| Target LTIP grant value ($) | 5,500,000 |
| RS shares granted (#) | 63,452 |
| PSUs target (#) | 63,451 |
| PSUs max (#) | 142,765 |
| PSU combined grant-date fair value per unit ($) | 55.25 |
| PSU Outcomes (prior cycles) | Payout |
|---|---|
| 2022–2024 PSUs (vested Q1’25) | 82% of target |
CEO Total Compensation (SEC-Defined)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 764,423 | 795,192 | 828,269 |
| Stock awards ($) | 4,516,832 | 5,768,703 | 6,404,790 |
| Non-equity incentive ($) | 764,423 | 1,638,096 | 868,647 |
| All other comp ($) | 36,190 | 34,610 | 39,914 |
| Total ($) | 6,081,868 | 8,236,601 | 8,141,620 |
Equity Ownership & Alignment
| Item | Data |
|---|---|
| Beneficial ownership (shares) | 246,033 shares; <1% of class (38,701,810 shares outstanding) |
| Stock ownership guideline | 5x base salary (CEO); Pigott in compliance |
| Hedging/pledging policy | Hedging, short sales, derivative trades prohibited; pledging prohibited except narrow pre‑approved non‑margin cases; no shares pledged by directors/NEOs |
| Clawback policy | Executive incentive clawback covering restatements; amended Oct 2, 2023 to align with SEC rules |
Outstanding equity-based awards as of 12/31/2024:
| Grant Year | RS Unvested (#) | Market Value ($) | PSUs Unvested (#) | Market Value ($) |
|---|---|---|---|---|
| 2024 | 63,452 | 1,961,936 | 28,553 | 882,859 |
| 2023 | 30,695 | 949,089 | 38,024 | 1,175,702 |
| 2022 | 9,796; 23,624 | 302,892; 730,454 | — | — |
Option holdings: none disclosed for Pigott; options outstanding primarily relate to Mr. Denny and are out‑of‑the‑money .
Employment Terms
| Term | Provision |
|---|---|
| Employment agreement | None; executive compensation set by Committee/Board |
| Executive Severance Plan (non‑CIC) | CEO: lump sum equal to 2.0x base salary + “Bonus Target,” plus 24 months COBRA; others: 1.5x salary + “Bonus Target,” plus 18 months COBRA; includes RS value and pro‑rated other LTIP for non‑CIC terminations |
| Change‑in‑Control (CIC) Severance Plan | Double trigger; CEO: 3.0x base salary + “Bonus Target,” 24 months COBRA + 12 months outplacement; others: 2.5x salary + “Bonus Target,” same benefits |
| “Bonus Target” definition | CEO: 300% of target annual bonus plus pro‑rated current‑year target bonus (greater of CIC year or termination year) |
| LTIP treatment on CIC | If assumed: performance awards deemed “earned” at greater of 100% or actual-to-date and vest on termination without cause/for good reason within 18 months; if canceled at CIC: full acceleration; performance goals end and payout at target or achieved, whichever greater |
Quantified severance scenarios (as of 12/31/2024):
| Scenario | Cash Severance ($) | RS ($) | PSUs ($) | COBRA ($) | Total ($) |
|---|---|---|---|---|---|
| Executive Severance (non‑CIC) | 9,564,352 | — | — | 53,846 | 9,618,198 |
| CIC (double trigger) | 6,680,000 | 3,213,918 | 4,269,217 | 53,846 | 14,216,981 |
| Death/Disability | — | 3,213,918 | 1,549,185 | — | 4,763,103 |
Merger‑specific acceleration (Crescent CSGP Mergers; as of Oct 21, 2025):
| Item | Amount |
|---|---|
| Lump sum CIC cash severance | 6,952,055 |
| Equity acceleration (RS + cash‑settled PSUs) | 5,934,076 (RS: 2,542,310; PSUs: 3,391,766) |
| Benefits (COBRA + outplacement) | 78,846 |
| Total potential | 12,964,977 |
| Base salary; bonus target references | Base: $875,000; Bonus target: $4,327,055 |
Board Governance
- Board service: Class I director (term expiring 2026); director since September 2019 .
- Independence: Board 90% independent; Pigott is not independent as CEO .
- Committee roles: Only independent directors serve; Pigott does not serve on Board committees .
- Chair/CEO structure: Separate independent Chair; viewed by Board as enhancing accountability .
- Meetings and executive sessions: Board held 6 meetings in 2024; independent directors met in executive session during 5 meetings; all directors ≥75% attendance .
- Director compensation: Employee‑directors receive no additional compensation for Board service .
Compensation Peer Group (used for 2024 decisions)
Berry Corp; Callon Petroleum; Chord Energy; Civitas; Comstock Resources; Earthstone; Magnolia Oil & Gas; Matador; Murphy Oil; Northern Oil & Gas; PDC Energy; Permian Resources; SM Energy; Talos Energy .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay approval >96% .
- Active shareholder outreach to owners of >60% of outstanding shares across Fall 2024/Winter 2025 .
Related Party Transactions
- On April 29, 2024, Vital redeemed remaining 10.125% senior notes due 2028 at 105.063% of principal; Pigott held $484,000 principal of notes that were redeemed at this price .
Expertise & Qualifications
- Education: MBA (UNC); BS Petroleum Engineering (Texas A&M) .
- Domain expertise: onshore unconventional, drilling/completions, operational leadership; aligns with Vital’s Permian strategy and inventory expansion .
Equity Vesting and Insider Selling Pressure Indicators
- Time‑vest RS vesting over 3 years (33/33/34), creating scheduled deliverables .
- PSUs are cash‑settled for 2024 grants with 3‑year performance horizon (2024–2026), reducing immediate share sales pressure until vest .
- Merger terms provide single‑trigger immediate vesting of RS and cash‑settled PSUs at target on closing, which concentrates liquidity events .
Employment Protections
- Non‑compete/non‑solicit captured via confidentiality, non‑disparagement and non‑solicitation requirements tied to severance eligibility .
- No excise tax gross‑ups in CIC plan .
Performance & Track Record Signals
- Operational outcomes: +39% total production, +33% oil production; reserves +12%; Adjusted FCF $232.8M; hedged ~75% expected 2025 oil at ~$75/bbl WTI and ~55% gas, ~50% NGLs .
- Pay‑versus‑performance disclosures show CEO CAP responsive to equity fair value changes and TSR over time .
Employment Certifications
- Section 302 and 906 certifications signed by Pigott for Q3 2025 10‑Q .
Investment Implications
- Pay‑for‑performance alignment: 89% of CEO target pay at risk; LTIP metrics emphasize TSR, leverage, inventory growth, and ESG; STIP weights FCF and inventory adds—positive alignment with deleveraging and capital efficiency strategy .
- Retention and liquidity: Standard RS/PSU schedules support retention; the Crescent merger’s single‑trigger RS vesting and cash payouts on PSUs at target could create near‑term liquidity events and selling pressure for insiders, though hedging/pledging prohibitions mitigate leveraged selling behavior .
- Governance quality: Independent Chair and committee independence reduce dual‑role risks; Pigott’s director status is balanced by strong independence ratio and regular executive sessions .
- Change‑in‑control economics: Double‑trigger CIC severance and enhanced benefits (3.0x CEO multiple, expanded COBRA/outplacement) are market‑standard; merger‑specific acceleration and sizable cash severance increase near‑term compensation value realization, a watchpoint for pay optics and alignment during integration .