1) | Title of each class of securities to which transaction applies: |
2) | Aggregate number of securities to which transaction applies: |
3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
4) | Proposed maximum aggregate value of transaction: |
5) | Total fee paid: |
¨ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
1) | Amount Previously Paid: |
2) | Form, Schedule or Registration Statement No.: |
3) | Filing Party: |
4) | Date Filed: |
1. | To elect thirteen directors, each for a term to expire at the 2019 Annual Meeting of Stockholders. |
2. | To ratify the selection of Ernst & Young LLP as the Company's independent registered public accounting firm for 2018. |
3. | To approve on an advisory basis named executive officer compensation. |
4. | To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof. |
By Order of the Board of Directors, | ||
Irving, Texas April 5, 2018 | Thomas J. Murphy Corporate Secretary |
Proxy Statement Summary | |
General Information | |
Porposal One Election of Directors | |
Corporate Governance | |
Corporate Governance Guidelines | |
Board Leadership Structure | |
Director Independence | |
Director Succession and Self-Evaluation Process | |
Engagement with Stockholders | |
Procedure for Directly Contacting the Board and Whistleblower Policy | |
The Board, Its Committees and Its Compensation | |
Meetings and Committees of the Board | |
Board's Role in Oversight of Strategy and Risk Management | |
Attendance at Annual Meetings | |
Director Compensation | |
Stock Ownership Guidelines for Non-Employee Directors | |
Audit Committee Report | |
Compensation and Leadership Development Committee Report | |
Compensation Discussion and Analysis | |
Executive Compensation Tables | |
Summary Compensation Table | |
2017 Grants of Plan-Based Awards | |
Narrative Disclosure for the 2017 Grants of Plan-Based Awards Table | |
2017 Outstanding Equity Awards at Fiscal Year End | |
2017 Option Exercises and Stock Vested | |
Pension Benefits | |
2017 Non-Qualified Deferred Compensation | |
Potential Payments upon Termination or Change in Control | |
Ratio of the CEO's Compensation to the Median Compensation of the Company's Other Employees | |
Compensation Programs and Risk Considerations | |
Compensation and Leadership Development Committee Interlocks and Insider Participation | |
Security Ownership of Certain Beneficial Owners and Management | |
Section 16(a) Beneficial Ownership Reporting Compliance | |
Transactions with Related Persons | |
Proposal Two Ratification of Selection of Independent Registered Public Accounting Firm | |
Proposal Three Advisory Vote to Approve Named Executive Officer Compensation | |
Stockholder Proposals; Identification of Director Candidates | |
General Information about the Annual Meeting | |
Stockholder List | |
Annual Report and Other Information | |
Internet and Phone Voting |
Date and time: | Thursday, May 17, 2018, at 9:00 a.m. Central Time |
Place: | 3617 N. Big Spring, Midland, Texas 79705 |
Record date: | March 22, 2018 |
How to vote: | If you are a stockholder of record, you may vote in person at the Annual Meeting or by Proxy using any of the following methods: By internet: at www.cstproxyvote.com By telephone: call toll-free 1-866-894-0536 Votes submitted by internet or phone must be received by 6:00 p.m., Central Time, on Wednesday, May 16, 2018. If you received a paper copy of the proxy materials, you may also vote by completing, signing and returning the paper proxy card by mail. |
Proposal | Description | Board Vote Recommendation | Page Reference (for more detail) |
1 | Election of 13 director nominees | FOR each of the director nominees | |
2 | Ratification of the selection of Ernst & Young LLP as the Company's independent registered public accounting firm for 2018 | FOR | |
3 | Approval, on an advisory basis, of named executive officer compensation | FOR |
• | increasing production by 16 percent - increasing production by 16 percent compared to 2016; oil production increased by 25 thousand barrels of oil per day ("MBOPD"), or 19%, compared to 2016; production growth was driven by the Company’s Permian Basin horizontal drilling program, with total Permian Basin oil production for 2017 increasing by 26% compared to 2016; |
• | reducing production costs by 12 percent - production costs per barrel oil equivalent ("BOE") decreased by 12 percent compared to 2016; production costs benefited from the Company’s cost reduction initiatives and increasing volumes of horizontal Permian Basin production, which had an average production cost of approximately $2.00 per BOE; |
• | significantly adding to proved reserves - added proved reserves of 314 million barrels oil equivalent ("MMBOE") from discoveries, extensions and technical revisions of previous estimates (excludes positive price revisions of 52 MMBOE, proved reserves divested of 7 MMBOE and proved reserves acquired of 1 MMBOE), with total proved reserves at year-end 2017 equaling 985 MMBOE; these proved reserve additions were primarily driven by Pioneer's horizontal Permian Basin drilling program; |
• | continuing to maintain a strong balance sheet - year-end cash on hand and short- and long-term investments totaled $2.2 billion, with net debt to 2017 operating cash flow at year end of 0.3 times and net debt to book capitalization of five percent; the Company is rated as mid-investment grade by three credit rating agencies; and |
• | continuing to demonstrate responsiveness and leadership in sustainability - published the Company’s inaugural Sustainability Report following engagement with investors and a number of external stakeholders (the 2017 Sustainability Report is available for download and printing at www.pxd.com/Values/Sustainability), and received the Interstate Oil and Gas Compact Commission ("IOGCC") Environmental Partnership Award for water conservation projects in both Midland and Odessa. |
Committee Memberships(1) | Other Current Public Co. Boards (#) | ||||||||
Name | Age | Director Since | Primary Occupation | Independent(1) | AC | CLD | HSE | NCG | |
Edison C. Buchanan | 63 | 2002 | Former Managing Director, Credit Suisse First Boston | ü | üC | ü | — | ||
Andrew F. Cates | 47 | 2009 | Managing Member, Value Acquisition Fund | ü | ü | ü | — | ||
Timothy L. Dove | 61 | 2013 | President and Chief Executive Officer | — | |||||
Phillip A. Gobe | 65 | 2014 | Former President and Chief Operating Officer, Energy Partners, Ltd. | ü | ü | ü | 1 | ||
Larry R. Grillot | 71 | 2013 | Retired Dean, Mewbourne College of Earth and Energy, The University of Oklahoma | ü | ü | ü | — | ||
Stacy P. Methvin | 61 | 2013 | Retired Vice President, Shell Oil Company | ü | ü | ü C | 1 | ||
Royce W. Mitchell | 63 | 2014 | Executive Consultant | ü | üACFE | ü | — | ||
Frank A. Risch | 75 | 2005 | Retired Vice President and Treasurer, Exxon Mobil Corporation | ü | ü C ACFE | ü | — | ||
Scott D. Sheffield | 65 | 1997 | Chairman, retired Chief Executive Officer | 1 | |||||
Mona K. Sutphen | 50 | 2015 | Partner, Macro Advisory Partners LLP | ü | ü | ü | — | ||
J. Kenneth Thompson | 66 | 2011 | President and CEO, Pacific Star Energy LLC | ü LD | ü | üC | 3 | ||
Phoebe A. Wood | 64 | 2013 | Retired Vice Chairman and Chief Financial Officer, Brown-Forman Corporation | ü | üACFE | ü | 3 | ||
Michael D. Wortley | 70 | 2015 | Chief Legal Officer, Reata Pharmaceuticals, Inc. | ü | ü | ü | — |
AC | Audit Committee | C | Chairperson | ||
CLD | Compensation and Leadership Development Committee | ACFE | Audit Committee Financial Expert | ||
HSE | Health, Safety and Environment Committee | LD | Lead Independent Director | ||
NCG | Nominating and Corporate Governance Committee |
• | Independence: the Board seeks to ensure that at least two-thirds of its members will be independent under applicable laws and regulations. Eleven of the Board’s 13 members are independent, as defined by the rules of the New York Stock Exchange (the "NYSE"). |
• | Board refreshment: Over time, the Board refreshes its membership through a combination of adding or replacing directors to achieve the appropriate balance between maintaining longer-term directors with deep institutional knowledge of the Company and adding directors who bring a diversity of perspectives and experience. Since 2013, five new independent directors have been added to the Board, of whom three were women. |
• | Diversity of skills and experience: In assessing the composition of the Pioneer Board, the Board and its Nominating and Corporate Governance Committee strive to achieve an overall balance of diversity of |
Director Nominee Independence | Independent Director Tenure | Gender Diversity | Age Diversity |
þ | 11 of 13 directors are independent |
þ | Separate CEO and Chairman of the Board positions; Lead Independent Director |
þ | Board tenure/refreshment: • average tenure of independent directors is less than seven years • seven out of 11 independent directors have tenures less than five years |
þ | Board oversight of: • the Company’s long-term strategy • risk management - annual review of enterprise risks, with a focus on specific risks during interim quarters |
þ | Annual Board and Committee self-evaluations |
þ | Active stockholder engagement process, with participation by independent Board members |
þ | Stockholder proxy access |
þ | All directors stand for election annually |
þ | Majority voting for directors in uncontested elections |
þ | Independent audit, compensation and governance committees |
þ | Robust stock ownership policy for directors |
þ | All directors attended more than 75% of the meetings of the Board and Committees on which they served during 2017 |
þ | Anti-hedging and pledging policies |
þ | Compensation clawback policy |
þ | No poison pill |
• | Base salary - fixed cash compensation component |
• | Annual cash bonus incentive award - variable cash payout based on Company and individual performance for the year |
• | Long-term incentive plan awards - equity compensation with 50% of target value allocated to time-based awards cliff vesting after three years, and 50% of target value allocated to performance unit awards with payout being dependent on relative total stockholder return against industry peers over a three-year period |
Key Compensation Practices | |
þ | Pay for performance - over 80% of target 2017 total compensation (annual bonus and long-term incentive compensation) was variable and dependent on performance |
þ | Emphasize long-term performance - long-term equity-based incentives represented over 70% of target 2017 total compensation for the NEOs; 50% of equity awards are in the form of performance units with payout being dependent on relative total stockholder return against industry peers over a three-year period |
þ | Compensation clawback policy |
þ | Double-trigger cash severance benefits in the event of a change in control |
þ | Double-trigger acceleration of equity awards in the event of a change in control |
þ | Compensation Committee members are all independent and the Committee utilizes an independent compensation consultant |
þ | Minimum stockholding requirements of six times base salary for the CEO and three times base salary for executive vice presidents |
þ | Beginning with the 2018 annual cash bonus incentive program, incorporating goals for return on capital employed and changing goals for production and proved reserves growth to be on a per-share basis |
þ | Health, safety and environmental goals incorporated into the annual cash bonus incentive program |
þ | Annual advisory vote on executive compensation |
þ | No tax gross ups |
þ | No employment agreements |
þ | No hedging or pledging of Company common stock |
þ | No repricing of stock options or buying out underwater stock options |
• | The Board has implemented proxy access. |
• | The Board has enhanced its diversity through the appointment of three highly qualified women directors with significant and varied areas of experience. |
• | The Company revised its annual incentive compensation program for 2018 to incorporate a specific metric for return on capital employed and changed goals for production and proved reserves growth to be on a per share basis, and changed its 2018 equity awards for all executive officers on its Management Committee to be “double trigger” in the event of a change in control. |
• | The Board has enhanced its disclosure regarding the backgrounds, skills, qualifications and experience of each director nominee in response to recent corporate governance initiatives. |
• | The Company published its inaugural Sustainability Report following engagement with a number of stockholders and other stakeholders. |
• | The Board acted to declassify the Board, so that directors are elected annually. |
• | The Board adopted majority voting for directors. |
Name and Age | Title | Year Began with the Company |
Timothy L. Dove, 61 | President and Chief Executive Officer | 1994 |
Mark S. Berg, 59 | Executive Vice President, Corporate/ Vertically Integrated Operations | 2005 |
Chris J. Cheatwood, 57 | Executive Vice President and Chief Technology Officer | 1998 |
Richard P. Dealy, 52 | Executive Vice President and Chief Financial Officer | 1992 |
J. D. Hall, 52 | Executive Vice President, Permian Operations | 1989 |
Kenneth H. Sheffield, Jr., 57 | Executive Vice President, Operations/Engineering/Facilities | 1982 |
William F. Hannes, 58 | Senior Vice President, Special Projects | 1997 |
Frank E. Hopkins, 70 | Senior Vice President, Investor Relations | 2005 |
Mark H. Kleinman, 56 | Senior Vice President and General Counsel | 2005 |
Teresa A. Fairbrook, 44 | Vice President and Chief Human Resources Officer | 1999 |
Margaret M. Montemayor, 40 | Vice President and Chief Accounting Officer | 2010 |
Stephanie D. Stewart, 50 | Vice President and Chief Information Officer | 2014 |
• | instructions on how to access the Company's proxy materials electronically, |
• | the date, time and location of the Annual Meeting, |
• | a description of the matters intended to be acted upon at the Annual Meeting, |
• | a list of the materials being made available electronically, |
• | instructions on how a stockholder can request paper or e-mail copies of the Company's proxy materials, |
• | any control/identification numbers that a stockholder needs to access the Proxy, and |
• | information about attending the Annual Meeting and voting in person. |
Proposal | Description | Board Vote Recommendation | Page Reference (for more detail) |
1 | Election of 13 director nominees | FOR each of the director nominees | |
2 | Ratification of the selection of Ernst & Young LLP as the Company's independent registered public accounting firm for 2018 | FOR | |
3 | Approval, on an advisory basis, of named executive officer compensation | FOR |
Edison C. Buchanan Director since: 2002 Age: 63 Independent: Yes | Mr. Buchanan was a Managing Director of various groups in the Investment Banking Division of Dean Witter Reynolds in their New York and Dallas offices from 1981 to 1997. In 1997, Mr. Buchanan joined Morgan Stanley Dean Witter as a Managing Director in the Real Estate Investment Banking group. During 2000, Mr. Buchanan served as Managing Director and head of the domestic Real Estate Investment Banking Group of Credit Suisse First Boston. | ||
Selected Experiences, Qualifications, Attributes and Skills: Mr. Buchanan’s more than 20 years in investment banking and finance, including in senior executive roles, brings to the Board significant senior executive experience and extensive experience in corporate finance, mergers and acquisitions and commercial transactions, strategic planning and human resources. Education: Bachelor of Science degree in Civil Engineering, Tulane University Master of Business Administration in Finance and International Business, Columbia University Pioneer Committees: Compensation (Chair); Nominating and Corporate Governance Current Public Company Directorships: None Prior Public Company Directorships (within last five years): None Current Non-Public Company Board or other Service: Commonweal Conservancy (Chair) |
Andrew F. Cates Director since: 2009 Age: 47 Independent: Yes | Mr. Cates is the Managing Member of Value Acquisition Fund and Chief Executive Officer of RVC Outdoor Destinations, a developer and operator of outdoor resorts. He has acquired and asset managed commercial real estate throughout the United States within various entities, including Value Acquisition Fund, an acquisition, development, and asset management company that he founded in 2004. After starting his | ||
career in Dallas, Texas with Crow Family Holdings and Viceroy Investments, he became the Project Developer and founding Board Chairman of Soulsville, one of the largest inner city revitalization projects in the United States. In 2000, he began working with a team of civic and business leaders that attracted the Vancouver Grizzlies NBA franchise to Memphis, Tennessee in 2001. Selected Experiences, Qualifications, Attributes and Skills: As a founder and Managing Member of his own development company and with extensive experience in asset management and commercial investments, Mr. Cates brings to the Board extensive experience in corporate finance and capital markets, mergers and acquisitions and strategic planning. Education: Bachelor of Business Administration in Finance, the University of Texas Pioneer Committees: Compensation; Nominating and Corporate Governance Current Public Company Directorships: None Prior Public Company Directorships (within last five years): PICO Holdings, Inc. Current Non-Public Company Board or other Service: Myelin Repair Foundation; Calvary Endowment Foundation, Inc. |
Timothy L. Dove Director since: 2013 Age: 61 Independent: No | Mr. Dove was named the Company's President and CEO on January 1, 2017, pursuant to the succession process announced in May 2016 and discussed in more detail below. He held the positions for the Company of President and Chief Operating Officer from December 2004 to January 2017, Executive Vice President and Chief Financial Officer from February 2000 to November 2004 and Executive Vice President - | ||
Business Development from August 1997 to January 2000. Mr. Dove joined Parker & Parsley Petroleum Company, a predecessor of the Company (together with its predecessor companies, "Parker & Parsley"), in 1994 as a Vice President and was promoted to Senior Vice President - Business Development in October 1996, in which position he served until the Company's formation in August 1997. Before joining Parker & Parsley, Mr. Dove was employed with Diamond Shamrock Corp. and its successor, Maxus Energy Corp., in various capacities in international exploration and production, marketing, refining, and planning and development. Mr. Dove also served as President and Chief Operating Officer of the general partner of Pioneer Southwest Energy Partners L.P. ("Pioneer Southwest"), which was a majority-owned subsidiary of the Company, from June 2007 through the Company's acquisition of Pioneer Southwest in December 2013. Mr. Dove's severance agreement provides that his failure to be re-elected constitutes "good reason" under his severance agreement whether or not his resignation is accepted by the Board, which would entitle him to terminate his employment and receive the benefits described in the section below entitled "Executive Compensation Tables - Potential Payments upon Termination or Change in Control." Selected Experiences, Qualifications, Attributes and Skills: Mr. Dove’s more than 20 years as a senior executive of the Company, including as its current CEO and former Chief Financial Officer, brings to the Board extensive senior executive experience in and knowledge of the oil and gas exploration and production ("E&P") industry, the Company's operations and related technology matters, corporate finance, capital markets and mergers and acquisitions, strategic planning and human resources. Education: Bachelor of Science in Mechanical Engineering, Massachusetts Institute of Technology Master of Business Administration, the University of Chicago Pioneer Committees: None Current Public Company Directorships: None Prior Public Company Directorships (within last five years): Pioneer Southwest Energy Partners L.P. Current Non-Public Company Board or other Service: Federal Reserve Bank of Dallas Energy Advisory Council; Massachusetts Institute of Technology Corporate Development Committee; Jesuit School of Dallas Foundation Board of Trustees |
Phillip A. Gobe Director since: 2014 Age: 65 Independent: Yes | Mr. Gobe joined Energy Partners, Ltd. as Chief Operating Officer in December 2004 and became President in May 2005, and served in those capacities until his retirement in September 2007. Mr. Gobe also served as a director of Energy Partners, Ltd. from November 2005 until May 2008. Prior to that, Mr. Gobe served as Chief Operating Officer of Nuevo Energy Company from February 2001 until its acquisition by | ||
Plains Exploration & Production Company in May 2004. Prior to that time, he held numerous operations and human resources positions with Vastar Resources, Inc. and Atlantic Richfield Company ("ARCO") and its subsidiaries. Subsequent to his retirement as an officer in September 2007, Energy Partners, Ltd. filed a voluntary petition for reorganization under Chapter 11 of the U.S. Bankruptcy Code in May | |||
2009. Energy Partners, Ltd. emerged from bankruptcy in September of that same year. Selected Experiences, Qualifications, Attributes and Skills: Mr. Gobe’s extensive experience in various roles with energy companies, including a major international energy company, which included more than nine years in a Chief Operating Role, brings to the Board significant senior executive experience and experience in and knowledge of the E&P industry and its operations and related technology matters, as well as experience in commercial transactions, health, safety and environmental ("HSE") matters and human resources. Education: Bachelor of Arts, the University of Texas Master of Business Administration, the University of Louisiana in Lafayette Pioneer Committees: Compensation; Health, Safety and Environment Current Public Company Directorships: Pantheon Resources plc Prior Public Company Directorships (within last five years): Pioneer Southwest Energy Partners L.P. Current Non-Public Company Board or other Service: Scientific Drilling International, Inc. (Lead Director and Chair of the compensation committee) |
Larry R. Grillot Director since: 2013 Age: 71 Independent: Yes | Dr. Grillot served as the dean of the Mewbourne College of Earth and Energy at the University of Oklahoma from 2006 until his retirement from the university in June 2015. Prior to his role at the University of Oklahoma, from 1973 until his retirement in 2003, Dr. Grillot worked for Phillips Petroleum Company in a variety of technical and managerial positions in exploration and production, including Manager of E&P Technology and Services, | ||
Upstream Technology and Project Development, Manager of International Exploration, President and Region Manager for Phillips Petroleum Canada Limited and Manager of E&P Planning. Dr. Grillot is a member of the American Association of Petroleum Geologists, the American Geophysical Union, the Society of Exploration Geophysicists and the Society of Petroleum Engineers. Selected Experiences, Qualifications, Attributes and Skills: Dr. Grillot’s significant experience in technical and executive positions in the E&P industry, as well as his doctorate degree in Geological Sciences and former role as a college dean, bring to the Board a depth of knowledge and experience in geology and other technological areas important to the Company, as well as operational experience in the E&P industry, domestically and internationally. In addition, Dr. Grillot brings to the Board knowledge of operating in environmentally sensitive areas through his experience with Phillips Petroleum Company overseeing international exploration activities, including seismic data. Education: Bachelor of Science in Physics, Mississippi State University Master of Science in Geological Sciences, Brown University Ph.D. in Geological Sciences, Brown University Pioneer Committees: Audit; Health, Safety and Environment Current Public Company Directorships: None Prior Public Company Directorships (within last five years): None Current Non-Public Company Board or other Service: None |
Stacy P. Methvin Director since: 2013 Age: 61 Independent: Yes | Ms. Methvin was Vice President, Refining Margin Optimization of Shell Oil Company ("Shell") from 2011 until her retirement in 2012, and from 2009 until 2010, she was Vice President, Global Distribution of Shell. Ms. Methvin also held various other operational and management roles in the upstream, downstream and chemical businesses during her tenure at Shell and its subsidiaries that began in 1979, including President, | ||
Shell Louisiana E&P Company, President, Shell Deer Park Refining Company, President, Shell Pipeline Company LP, President, Shell Chemical LP, and Vice President, Strategy and Portfolio for the downstream business. Selected Experiences, Qualifications, Attributes and Skills: With more than 15 years of senior executive service in operational and management roles in the upstream, downstream and chemical business segments of a major international energy company, Ms. Methvin brings to the board significant senior executive experience, experience in and knowledge of the E&P industry and its operations, strategic planning and risk management, HSE matters, marketing transactions, international operations, regulatory compliance and human resources. Education: Bachelor of Arts in Geological and Geophysical Sciences, Princeton University Pioneer Committees: Compensation; Health, Safety and Environment (Chair) Current Public Company Directorships: Magellan Midstream Partners, L.P. Prior Public Company Directorships (within last five years): None Current Non-Public Company Board or other Service: Marquard & Bahls AG (Vice Chair); Louisiana Governor's Advisory Commission on Coastal Protection, Restoration and Conservation; Memorial Hermann Healthcare System; The Houston Zoo (Chair); Springside Chestnut Hill Academy |
Royce W. Mitchell Director since: 2014 Age: 63 Independent: Yes | Mr. Mitchell has been an executive consultant, focusing on advising management teams and board audit committees of exploration and production companies, since January 2005, except for the period from April 2008 through December 2008 when he served as Chief Financial Officer of Frac Tech Services, Ltd. Mr. Mitchell served as Executive Vice President, Chief Financial Officer and Chief Accounting Officer of Key Energy | ||
Services, Inc. from January 2002 to January 2005. Before joining Key Energy Services, Inc., he was a partner with KPMG LLP from April 1986 through December 2001 specializing in the oil and gas industry. Mr. Mitchell is also a certified public accountant. Selected Experiences, Qualifications, Attributes and Skills: With more than 25 years with a major accounting firm, including 15 years as a partner, and significant experience as a chief financial officer and consultant for energy companies, Mr. Mitchell brings to the Board extensive experience and knowledge in accounting, corporate finance, mergers and acquisitions, risk management and commercial transactions, including significant experience in the E&P industry. Mr. Mitchell has been determined by the Board to meet the SEC's definition of audit committee financial expert. Education: Bachelor of Business Administration, Texas Tech University | |||
Pioneer Committees: Audit; Health, Safety and Environment Current Public Company Directorships: None Prior Public Company Directorships (within last five years): Pioneer Southwest Energy Partners L.P. Current Non-Public Company Board or other Service: None |
Frank A. Risch Director since: 2005 Age: 75 Independent: Yes | Mr. Risch joined Exxon Corporation in 1966 as a financial analyst in New York and subsequently held various positions in finance, planning, marketing and general management with ExxonMobil and its operating affiliates in the U.S. and abroad for nearly 38 years. He retired in July 2004 as Vice President and Treasurer (and principal financial officer) of ExxonMobil. | ||
Selected Experiences, Qualifications, Attributes and Skills: Mr. Risch’s extensive senior executive experience as a financial officer at a major international energy company brings to the Board extensive senior leadership experience, and extensive knowledge and experience in accounting, finance, capital markets, strategic planning, risk management, and mergers and acquisitions and commercial transactions. Mr. Risch has been determined by the Board to meet the SEC's definition of audit committee financial expert. Education: Bachelor of Science in Business Administration, Pennsylvania State University Master of Science in Industrial Administration, Carnegie Mellon University Pioneer Committees: Audit (Chair); Nominating and Corporate Governance Current Public Company Directorships: None Prior Public Company Directorships (within last five years): Susser Petroleum Partners LP Current Non-Public Company Board or other Service: Carnegie Mellon University Tepper School of Business, Business Board of Advisors; Financial Executives International; The Dallas Theater Center (Life Trustee); The Dallas Holocaust Museum; HIAS International; Dallas CASA (Court Appointed Special Advocates) (Emeritus Director) |
Scott D. Sheffield Director since: 1997 Age: 65 Independent: No | Mr. Sheffield has served as Chairman of the Board of the Company since 1999. He had served as Chief Executive Officer of the Company from 1997 through December 31, 2016, and then as the Executive Chairman until December 31, 2017, when he retired as an executive and officer of the Company pursuant to the CEO succession process announced in May 2016. Mr. Sheffield was the Chairman of the Board of Directors | ||
and Chief Executive Officer of Parker & Parsley from January 1989 until Pioneer was formed in August 1997. Mr. Sheffield joined Parker & Parsley as a petroleum engineer in 1979, was promoted to Vice President - Engineering in September 1981, was elected President and a Director in April 1985, and became Parker & Parsley's Chairman of the Board and Chief Executive Officer on January 19, 1989. Before joining Parker & Parsley, Mr. Sheffield was employed as a production and reservoir engineer for Amoco Production Company. He had also served as Chief Executive Officer and director from June 2007, and as Chairman of the Board from May 2008, of the general partner of Pioneer Southwest through December 2013. Selected Experiences, Qualifications, Attributes and Skills: Mr. Sheffield’s more than 25 years’ experience as CEO of the Company or its predecessor, and his extensive experience in petroleum engineering, brings to the Board extensive senior executive experience, experience in and knowledge of | |||
the E&P industry, its operations and related technology matters, corporate finance, capital markets and mergers and acquisitions, strategic planning, marketing and hedging transactions, international business matters, governmental and regulatory matters and human resources. In addition, his service on the Advisory Board of the Center for Global Energy Policy at Columbia University, which conducts research and convenes policy experts and industry leaders on a range of energy-relevant matters, brings to the Board knowledge of and insight into environmental policy and renewable energy matters. Education: Bachelor of Science in Petroleum Engineering, the University of Texas Pioneer Committees: None Current Public Company Directorships: The Williams Companies, Inc. Prior Public Company Directorships (within last five years): Pioneer Southwest Energy Partners L.P. Current Non-Public Company Board or other Service: The Center for Global Energy Policy at Columbia University Advisory Board; CSL Capital Management, LLC; L1 Energy (UK) LLP Advisory Board |
Mona K. Sutphen Director since: 2015 Age: 50 Independent: Yes | Ms. Sutphen is a Partner at Macro Advisory Partners LLP, a consulting firm providing strategic advice in the areas of financial markets, geopolitics and government policy, and previously spent three years at UBS AG, a global financial institution, as Managing Director, covering geopolitical risk and macro-policy trends. From 2009 through 2011, she served as White House Deputy Chief of Staff for Policy for President Obama, working on | ||
a range of domestic and international policy and regulatory matters that included working with the U.S. Environmental Protection Agency (the "EPA") and the Council on Environmental Quality to advance President Obama's energy-related regulatory initiatives. Prior to her service as Deputy Chief of Staff for Policy, she was Managing Director at Stonebridge International, an international consulting firm, and from 1991 through 2000 was a career diplomat, serving on the staff of the National Security Council, the U.S. Mission to the United Nations and postings in Asia and Europe. Ms. Sutphen was also a Member of the President's Intelligence Advisory Board during President Obama's administration. Selected Experiences, Qualifications, Attributes and Skills: Ms. Sutphen has a 20-year track record of building and scaling government and private sector enterprises. From her leadership role in the White House to her experience launching global strategy consulting firms and three years as Managing Director at a global financial institution establishing systems to evaluate macro risks, she brings to the Board significant senior executive experience, and extensive knowledge and experience in strategic planning and global, geopolitical and regulatory matters. In addition, her previous work with the EPA and the Council on Environmental Quality and current service on the Advisory Board of the Center for Global Energy Policy at Columbia University bring to the Board significant knowledge of and insight into environmental policy and renewable energy matters. Education: Bachelor of Arts, Mount Holyoke College Masters of Science, the London School of Economics Pioneer Committees: Compensation; Health, Safety and Environment Current Public Company Directorships: None Prior Public Company Directorships (within last five years): None Current Non-Public Company Board or other Service: Drilling Info Holdings LLC; The Center for Global Energy Policy at Columbia University Advisory Board; The International Rescue Committee; Human Rights First; Mount Holyoke College Board of Trustees |
J. Kenneth Thompson Director since: 2011 Age: 66 Independent: Yes | Mr. Thompson has served as the President and Chief Executive Officer of Pacific Star Energy LLC, a privately held oil and gas investment firm in Alaska, since September 2000. He served as Managing Director of Alaska Venture Capital Group LLC, a privately held oil and gas exploration company in which Pacific Star Energy LLC owns an interest, from December 2004 to December 2012. Mr. Thompson's experience includes | ||
serving as Executive Vice President of ARCO's Asia Pacific oil and gas operating companies in Alaska, California, Indonesia, China and Singapore from 1998 to 2000, and President and Chief Executive Officer of ARCO Alaska, Inc., the parent company's oil and gas producing subsidiary based in Anchorage, from June 1994 to January 1998. He also served in various technical and management roles at ARCO from 1974 to 1998, including as executive head of ARCO's oil and gas research and technology center from 1993 to 1994, which included research and technology application in various geoscience disciplines, engineering technologies, information technology and environmental sciences. Selected Experiences, Qualifications, Attributes and Skills: Mr. Thompson’s extensive experience as a CEO of an oil and gas exploration company and as a senior executive in operational and technical roles with a major international energy company bring to the Board significant senior executive experience, experience in and knowledge of the E&P industry and its operations, technology and research and development, strategic planning and risk management, HSE matters, international operations, and human resources. In addition, his experience as executive head of ARCO's oil and gas environmental research and technology initiatives and Chair of the environmental, health, safety and social responsibility committee of Coeur Mining, Inc. bring to the Board significant knowledge of and insight into environmental matters. Education: Bachelor of Science degree in Petroleum Engineering, Missouri University of Science & Technology Pioneer Committees: Compensation; Nominating and Corporate Governance (Chair) Current Public Company Directorships: Alaska Air Group, Inc. (Chair of the compensation committee); Coeur Mining, Inc. (Chair of the environmental, health, safety and social responsibility committee); Tetra Tech, Inc. (Chair of the compensation committee) Prior Public Company Directorships (within last five years): None Current Non-Public Company Board or other Service: CDF Capital (Chair) |
Phoebe A. Wood Director since: 2013 Age: 64 Independent: Yes | Ms. Wood has been a principal at CompaniesWood, a consulting firm specializing in advising and investing in early stage investments, since 2008. She was Executive Vice President and Chief Financial Officer of Brown-Forman Corporation, a diversified consumer products manufacturer, from 2001 to 2006, and Vice Chairman and Chief Financial Officer from 2006 to 2008, where she was responsible for the financial operations of the | ||
company, including corporate development, controller, treasury, investor relations, tax, information technology and internal audit. Prior to Brown-Forman Corporation, Ms. Wood was Vice President, Chief Financial Officer and a Director of Propel Corporation (a subsidiary of Motorola) from 2000 to 2001. Previously, Ms. Wood served in various capacities during her tenure at ARCO from 1976 to 2000, including financial management assignments in Alaska and England. | |||
Selected Experiences, Qualifications, Attributes and Skills: Ms. Wood’s extensive senior executive experience as a financial officer in diverse industries, including a major international energy company, and Chair of the audit committee of another public company, bring to the Board extensive senior leadership experience, and deep knowledge and experience in accounting, finance, capital markets, strategic planning, risk management, mergers and acquisitions and commercial transactions. Ms. Wood has been determined by the Board to meet the SEC's definition of audit committee financial expert. Education: A.B. degree, Smith College Master of Business Administration, the University of California Los Angeles Pioneer Committees: Audit; Nominating and Corporate Governance Current Public Company Directorships: Invesco Ltd. (Chair of the audit committee); Leggett & Platt, Incorporated (Chair of the compensation committee); PPL Corporation Prior Public Company Directorships (within last five years): Coca-Cola Enterprises Inc. Current Non-Public Company Board or other Service: The Gheens Foundation Board of Trustees; American Printing House for the Blind Board of Trustees (Vice Chair); Pitzer College Board of Trustees |
Michael D. Wortley Director since: 2015 Age: 70 Independent: Yes | Mr. Wortley has served as the Chief Legal Officer for Reata Pharmaceuticals, Inc., a clinical-stage biopharmaceutical company, since 2015. He has practiced corporate law for over 35 years, focusing primarily on corporate governance matters, acquisitions and divestitures, public and private financings and securities law matters, including over 25 years in management positions. Mr. Wortley was a partner in the | ||
Dallas, Texas, office of Vinson & Elkins L.L.P. from 1995 to 2014 and served in various leadership capacities, including Chief Operating Partner of the firm and Managing Partner of the Dallas office. Prior to joining Vinson & Elkins L.L.P., he was an attorney with Johnson & Wortley, P.C. (which prior to 1993 was known as Johnson & Swanson or Johnson & Gibbs) from 1978 to 1995 and served in various leadership capacities, including President and Chairman of the Board. Selected Experiences, Qualifications, Attributes and Skills: Mr. Wortley’s more than 35 years as a corporate attorney advising boards of directors and management teams on a wide variety of legal and strategic matters, both as a senior partner with large law firms and an executive with another public company, bring to the Board extensive experience and knowledge of legal and regulatory matters, corporate governance, finance, capital markets, mergers and acquisitions and commercial transactions, strategic planning, risk management, and HSE and international matters. Education: Bachelor of Arts, Southern Methodist University Juris Doctorate, Southern Methodist University Master's in Regional Planning, the University of North Carolina at Chapel Hill Pioneer Committees: Audit; Nominating and Corporate Governance Current Public Company Directorships: None Prior Public Company Directorships (within last five years): None Current Non-Public Company Board or other Service: None |
Skill/Experience | Relevance |
Senior Executive Experience | Brings different perspectives to motivate, manage and develop leadership qualities in others, and a practical understanding of complex organizations, processes, strategy, risk management and change management |
E&P Industry Operations | Brings a practical understanding of issues specific to the Company's business and developing, implementing and assessing its strategy, operating plans and risk profile |
Science/Technology/Engineering/ Research & Development | Provides experience and insight as innovation and technology will be a key contributor to achieving Pioneer’s long-term growth strategy |
Accounting/ Finance | Important for overseeing the integrity of the Company’s financial reporting and internal controls and critically evaluating its performance; knowledge of finance and investment experience assist the Board in understanding, advising on, and overseeing the Company’s capital structure and financing and investing activities |
M&A/Commercial Transactions | Provides insight into developing and implementing strategies for growing the Company’s business, accurately evaluating transactions and maximizing stockholder value |
Strategic Planning / Risk Management | Assists the Board in its oversight of strategy, understanding the most significant risks to its achievement and monitoring its implementation and results |
Environmental Policy & Compliance/Safety/Health | Brings understanding and experience that is valuable to the Board in overseeing the Company’s mission of being a leading independent energy company, developing natural resources in a way that protects the communities in which it operates and preserves the environment |
Marketing/Sales | Brings an important perspective as the Company seeks to grow its production, particularly in terms of available processing, transportation and storage facilities and new markets, as well as the use of derivatives transactions to mitigate the effect of commodity price volatility on net cash provided by operating activities and net asset value |
Global Business or International Matters | Provides valuable perspective on factors critical to the Company’s long-term strategy, including factors that can affect supply and demand for oil and gas, available markets and regulation |
Legal/Governmental/Regulatory | Provides experience and insight that help the Board in fulfilling its oversight responsibilities regarding the Company’s legal and regulatory compliance and help the Company work constructively with governmental and political bodies, as the E&P industry is heavily regulated and is directly affected by governmental actions and decisions |
Human Resources | Assists the Board in connection with its role in overseeing executive compensation, succession planning, and the identification and retention of executive talent |
Other Public Boards | Through service on, or extensive experience providing professional advice to, other public company boards, brings an understanding of corporate governance practices and trends and insights into Board practices, relations between the Pioneer Board, the CEO and senior management, agenda setting and succession planning |
• | Role and functions of the Board and its Lead Director |
• | Qualifications and independence of directors |
• | Size of the Board and director selection process |
• | Committee functions and independence of committee members |
• | Meetings of non-employee directors |
• | Self-evaluation of the Board and its committees |
• | Ethics and conflicts of interest (a copy of the current "Code of Business Conduct and Ethics" is posted on the Company's website at www.pxd.com/about/governance) |
• | Contacting the Board (including the Lead Director or the Board's non-management or independent directors as a group), including reporting of concerns about the Company's accounting, internal controls or auditing matters |
• | Compensation of the Board and stock ownership requirements |
• | Succession planning and annual compensation review of senior management |
• | Directors' access to senior management and to independent advisors |
• | New director orientation |
• | Continuing director education |
• | Review and approval of related person transactions |
• | presides at all meetings of the Board at which the Chairman is not present; |
• | presides at the executive sessions of the independent directors, and has the authority to call such executive sessions; |
• | in consultation with the Chairman, the CEO and the Corporate Secretary, approves the agenda and meeting schedules for each meeting of the Board, taking into account suggestions of other directors; |
• | coordinates the nature, quality, quantity and timeliness of, and is authorized to approve, information sent to the Board in advance of meetings; |
• | serves as liaison between management and the independent directors, although all of the independent directors have complete and open access to the Chairman, the CEO and all members of management; and |
• | serves as the Board's contact for direct employee and stockholder communications with the Board. |
• | whether the Board is effective in its role of overseeing and monitoring the Company’s long-term strategy, with the right focus on strategic and significant issues, while avoiding micro-management; |
• | the effectiveness of the Board in identifying and discussing with management key material risks, and challenging management’s assumptions; |
• | whether the Board has the right processes in place to evaluate the performance of the Company and the CEO, including against agreed goals; |
• | whether the Board has a culture that is effective in eliciting open, candid and honest discussion of all issues and constructive interaction among the Board members, as well as with management, and whether all directors are active participants; |
• | the effectiveness of the Board’s meeting time, and the timeliness and adequacy of the materials and presentations by management needed for the Board to understand, monitor and make informed decisions on strategic issues; |
• | whether the Board has the correct processes for continuing education and on-boarding of new directors; and |
• | whether the Board has the right number of members and the right mix of backgrounds, skills and experience. |
• | Six of the nine independent directors who were serving on the Board as of the 2009 Annual Meeting have retired or resigned. |
• | The membership of the Board has been expanded to thirteen directors, eleven of whom are independent. |
• | Nine new directors have been named to the Board, eight of whom are independent. |
• | Leadership of the Board and the composition of its committees have been refreshed and a new standing committee has been created: |
◦ | The Lead Director and the chair of the Audit Committee have changed. |
◦ | Four of the new independent directors serve on the Audit Committee, five serve on the Compensation Committee, and three serve on the Nominating and Corporate Governance Committee. |
◦ | A new Health, Safety and Environment Committee, composed entirely of independent directors, has been established. |
• | The new directors have bolstered the Board's diversity, experience and knowledge in the areas of oil and gas engineering and operations, geology, the midstream and downstream segments of the energy industry, macroeconomics, geopolitics, environmental policy, governmental relations and regulatory matters, safety, accounting, law and corporate governance. |
Director Nominee Independence | Independent Director Tenure | Gender Diversity | Age Diversity |
• | Proxy access - The Board implemented proxy access, allowing a stockholder or group of up to 20 stockholders owning in the aggregate three percent or more of the outstanding common stock continuously for at least three years to nominate and include in the Company's proxy materials director nominees constituting up to 20 percent of the number of directors in office or two nominees, whichever is greater, subject to meeting the requirements set forth in the Bylaws. |
• | Diversity - The Board enhanced its diversity through the appointment of three highly qualified women directors with significant and varied areas of experience. |
• | Governance - The Board acted to declassify the Board, so that directors are elected annually, and adopted majority voting for directors. |
• | Executive Compensation - The Company made the following changes to its executive compensation program: |
◦ | commencing with the awards granted in 2018, changed equity awards for all executive officers on its Management Committee to be “double trigger” in the event of a change in control (Mr. Dove’s equity awards were changed in 2017); and |
◦ | revised its annual incentive compensation program for 2018 to incorporate a specific metric for return on capital employed and changed goals for production and proved reserves growth to be on a per share basis. |
• | Disclosure - The Company enhanced its public disclosures, in its SEC filings or on its website, including: |
◦ | sustainability, both on the Company’s website and through the issuance by the Company of its inaugural Sustainability Report following engagement with investors and a number of external stakeholders, which included information specifically requested by investors regarding Pioneer’s leak detection and repair ("LDAR") programs, management of methane emissions and greenhouse gas emissions intensity (the 2017 Sustainability Report is available for download and printing at www.pxd.com/Values/Sustainability); |
◦ | enhanced disclosures regarding the qualifications and skills of each director nominee in response to recent corporate governance initiatives; |
◦ | political contributions; |
◦ | diversity and inclusion practices; and |
◦ | the governance practices of the Audit Committee. |
Name | Audit Committee | Compensation Committee | Health, Safety and Environment Committee | Nominating and Corporate Governance Committee |
Director: | ||||
Edison C. Buchanan | ü (Chair) | ü | ||
Andrew F. Cates | ü | ü | ||
Timothy L. Dove | ||||
Phillip A. Gobe | ü | ü | ||
Larry R. Grillot | ü | ü | ||
Stacy P. Methvin | ü | ü (Chair) | ||
Royce W. Mitchell | ü | ü | ||
Frank A. Risch | ü (Chair) | ü | ||
Scott D. Sheffield | ||||
Mona K. Sutphen | ü | ü | ||
J. Kenneth Thompson | ü | ü (Chair) | ||
Phoebe A. Wood | ü | ü | ||
Michael D. Wortley | ü | ü | ||
Meetings in 2017 | 9 | 5 | 4 | 3 |
• | overseeing: |
◦ | the integrity of the Company's financial statements; |
◦ | the Company's accounting, disclosure and financial reporting processes and its accounting policies and practices; |
◦ | the Company's compliance with legal and regulatory requirements; |
◦ | the independent auditor's qualifications and independence; |
◦ | the performance of the Company's internal audit function; and |
◦ | the performance of the Company's systems of internal controls; |
• | reviewing and appraising the audit efforts of the Company's independent auditors and internal auditors and, where appropriate, replacing the independent auditors or internal auditors; and |
• | providing an open avenue of communication among the independent auditors, financial and senior management, the internal auditors, and the Board. |
• | reviewing and approving the compensation of the Company's executive officers, including the individual elements of the total compensation of the CEO; |
• | monitoring the Company's overall employee compensation and benefits philosophy and strategy; |
• | administering the Company's employee and executive benefit plans; |
• | periodically reviewing and recommending to the full Board total compensation for each non-employee director for services as a member of the Board and its committees; |
• | overseeing the Company's succession planning for the CEO and other executive officers; |
• | overseeing the Company's leadership development activities; and |
• | conducting an annual review of the CEO's performance and discussing the CEO's review of the other executive officers' performance. |
• | the sole authority to retain, amend the engagement with, and terminate any compensation consultant to be used to assist in the evaluation of director, CEO or executive officer compensation; |
• | the sole authority to approve the consultant's fees and other retention terms; and |
• | full authority to cause the Company to pay the fees and expenses of such consultants. |
• | reviewing and assessing the adequacy of the Company's Corporate Governance Guidelines, and recommending to the Board any necessary modifications to those guidelines; |
• | identifying and evaluating nominees for election at the annual meeting of stockholders, as well as for filling vacancies or additions on the Board that may occur between annual meetings; |
• | recommending committee members and structure; |
• | reviewing related person transactions that the rules of the SEC require be disclosed in the Company's Proxy Statement, and making a recommendation to the Board regarding the initial authorization or ratification of any such transactions; |
• | advising the Board about, and developing and recommending to the Board, appropriate corporate governance principles and practices and assisting the Board in implementing those practices; and |
• | overseeing the evaluation of the Board. |
• | providing oversight for the Company's HSE practices; |
• | monitoring management's efforts in creating a culture of continuous improvement in the Company's HSE practices; |
• | reviewing the Company's HSE performance, including working with management to establish HSE goals and objectives, and communicating the Committee's evaluation of the Company's HSE performance to the Board's Compensation Committee as appropriate; |
• | reviewing the Company's management of current and emerging HSE issues, including trends in legislation and proposed regulations affecting the Company; and |
• | receiving reports from management regarding, and providing oversight for, the HSE aspects of the Company's sustainable development program. |
• | oversees the long-term strategic direction of the Company; |
• | receives periodic presentations from management regarding significant areas of operational risk and efforts to mitigate those risks; |
• | oversees management of the Company's commodity price risk through regular review with executive management of the Company's derivatives strategy, and the oversight of the Company's policy that limits the Company's authority to enter into derivative commodity price instruments to a specified level of production, above which management must seek Board approval; |
• | has established specific dollar limits on the commitment authority of members of senior management and requires Board approval of expenditures or entering into material contracts and transactions exceeding that authority; and |
• | reviews management's capital spending plans, approves the Company's capital budget after reviewing projected investment returns, and requires that management present for Board review significant departures from those plans. |
• | Audit Committee - oversees the Company's assessment and management of financial reporting and internal controls risks, as well as other financial risks such as the credit risks associated with counterparty exposure and risks related to cybersecurity. Management and the Company's external and internal auditors report regularly to the Audit Committee on those subjects. |
• | Nominating and Corporate Governance Committee - oversees risks that may arise in connection with the Company's governance structures and processes, including Board and committee composition and succession planning, director independence, and the Company's charitable contributions, political spending and lobbying activities. |
• | Compensation Committee - oversees risks that may arise in connection with the Company's compensation and compensation-related governance policies and practices, including the establishment of performance goals and incentives that are intended to reward the executives for |
• | Health, Safety and Environment Committee - oversees the Company's HSE practices and monitors management's efforts in creating a culture of safety and environmental stewardship. |
• | Ad Hoc Reserves Committee - periodically meets with the executives and employees of the Company responsible for overseeing the Company's proved reserves estimates to assist the Board in its oversight of the risks related to the Company's disclosure of proved reserves. |
• | an annual base retainer fee of $50,000, payable in cash, for each non-employee director; |
• | an annual grant of restricted stock units ("RSUs") for each non-employee director, valued at $225,000 based on the methodology described below; and |
• | for the Lead Director, an additional annual retainer of $25,000, and for the chairs of the Audit Committee, Compensation Committee and Health, Safety and Environment Committee an additional annual retainer of $15,000, in each case, payable in the form of RSUs. |
• | the cash annual base retainer fee for each non-employee director was increased from $50,000 to $70,000; and |
• | the additional annual retainer for the chair of the Audit Committee was increased from $15,000 to $20,000, with $15,000 payable in the form of RSUs and $5,000 payable in cash. |
Name | Fees Earned or Paid in Cash (1) | Stock Awards (2) | All Other Compensation (3) | Total |
($) | ($) | ($) | ($) | |
(a) | (b) | (c) | (g) | (h) |
Edison C. Buchanan | $60,042 | $234,913 | $11,781 | $306,736 |
Andrew F. Cates | $60,084 | $220,188 | $1,487 | $281,759 |
Phillip A. Gobe | $60,084 | $220,188 | $996 | $281,268 |
Larry R. Grillot | $60,084 | $220,188 | $5,151 | $285,423 |
Stacy P. Methvin | $60,042 | $234,913 | $5,000 | $299,955 |
Royce W. Mitchell | $60,084 | $220,188 | $2,002 | $282,274 |
Frank A. Risch | $62,542 | $234,913 | $5,841 | $303,296 |
Scott D. Sheffield (4) | $— | $— | $— | $— |
Mona K. Sutphen | $60,084 | $220,188 | $— | $280,272 |
J. Kenneth Thompson | $60,132 | $244,615 | $2,406 | $307,153 |
Phoebe A. Wood | $60,084 | $220,188 | $4,000 | $284,272 |
Michael D. Wortley | $60,084 | $220,188 | $984 | $281,256 |
(1) | As noted above, the elements of compensation for the Company's non-employee directors during 2017 were a cash annual base retainer fee of $50,000, increased to $70,000 effective immediately following the 2017 Annual Meeting, plus an annual award of restricted stock units ("RSUs"), the amount of which varies for directors serving as Lead Director or the chair of a standing committee. A portion of the amounts included in this column represent cash received in lieu of fractional RSUs that vested during 2017 and were not deferred. |
(2) | Stock awards represent the aggregate grant date fair value attributable to RSU awards granted in 2017, determined in accordance with Financial Accounting Standards Board of Accounting Standards Codification Topic 718 ("FASB ASC 718"). Accordingly, the Company valued its RSU awards based on the market-quoted closing price of the Company's common stock on the last trading day prior to the grant date of the awards. Additional detail regarding the Company's share-based awards is included in Note H of Notes to Consolidated Financial Statements included in "Item 8. Financial Statements and Supplementary Data" in the Company's Annual Report on Form 10-K for the year ended December 31, 2017. Aggregate director stock awards for which restrictions had not lapsed as of December 31, 2017, totaled (i) 636 shares for Messrs. Cates, Gobe, and Mitchell, Ms. Wood and Dr. Grillot; (ii) 678 shares for Messrs. Buchanan and Risch and Ms. Methvin; (iii) 706 shares for Mr. Thompson; and (iv) 972 shares for Ms. Sutphen and Mr. Wortley. In accordance with director elections, shares for which vesting services had been performed but for which share issuance has been deferred totaled 22,857 for Mr. Buchanan, 4,855 for Messrs. Gobe and Mitchell, 1,342 for Dr. Grillot, 3,872 for Ms. Sutphen and Mr. Wortley, and 6,661 for Ms. Wood as of December 31, 2017. The Company did not issue to the directors any options to purchase the Company's common stock during 2017, and the directors, other than Mr. Sheffield, did not hold any unexercised stock options as of December 31, 2017. Mr. Sheffield holds unexercised stock options that were granted to him in 2012 in his capacity as CEO of the Company. |
(3) | Amounts reported in the All Other Compensation column consist of certain travel and entertainment costs of directors and their spouses (if applicable) related to attendance at Board or committee meetings or director education seminars, and, in the case of the following directors, the amounts indicated, which represent a matching contribution made by the Company under its Matching Gifts to Educational Institutions Policy: Mr. Buchanan, $5,000; Dr. Grillot, $5,000; Ms. Methvin, $5,000; Mr. Risch, $5,000 and Ms. Wood, $4,000. |
(4) | During 2017, all compensation paid to Mr. Sheffield was in his capacity as an employee of the Company, in his officer position of Executive Chairman of the Company, and no amounts were paid to him in his capacity as a director of the Company. For 2017, in his capacity as Executive Chairman, Mr. Sheffield received $990,018 in salary and a payout in respect of his annual cash bonus incentive award of $1,608,750. Mr. Sheffield did not receive a stock award in 2017. As of December 31, 2017, the aggregate employee stock awards for which restrictions had not lapsed for Mr. Sheffield included 34,778 RSU awards and 34,778 performance unit awards, and Mr. Sheffield owned a total of 36,232 stock options, all of which were vested and exercisable. In January 2018, to recognize the change in Mr. Sheffield’s status from a Company employee to a non-employee director, he was awarded RSUs valued at $112,500 as the pro rata portion of the normal annual grant of RSUs for non-employee directors. |
• | reviewed and discussed the audited consolidated financial statements as of and for the year ended December 31, 2017 with management and Ernst & Young LLP; |
• | discussed with Ernst & Young LLP the matters required to be discussed by Auditing Standard No. 16, Communications with Audit Committees, as adopted by the Public Company Accounting Oversight, and any other applicable accounting and auditing standards; |
• | received the written disclosures and the letter from Ernst & Young LLP required by applicable requirements of the Public Company Accounting Oversight Board regarding Ernst & Young LLP's communications with the Audit Committee concerning independence; and |
• | discussed with Ernst & Young LLP the firm's independence. |
• | reviewed and discussed the disclosure set forth under the heading "Compensation Discussion and Analysis" with management as required by Item 402(b) of Regulation S-K; and |
• | based on the reviews and discussions referred to above, recommended to the Board that the disclosure set forth under the heading "Compensation Discussion and Analysis" be included in this Proxy Statement and incorporated by reference into the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2017. |
• | Timothy L. Dove, President and CEO; |
• | Mark S. Berg, Executive Vice President, Corporate/Vertically Integrated Operations; |
• | Chris J. Cheatwood, Executive Vice President and Chief Technology Officer; |
• | Richard P. Dealy, Executive Vice President and Chief Financial Officer; and |
• | J. D. Hall, Executive Vice President, Permian Operations. |
• | Base salary – fixed cash compensation component |
• | Annual cash bonus incentive award – variable cash payout based on Company and individual performance for the year |
• | Long-term incentive plan awards – equity compensation, with 50% of target value allocated to time-based awards cliff vesting after three years, and 50% of target value allocated to performance units with payout dependent on relative total stockholder return against industry peers over a three-year period; provides the opportunity to realize substantially more or less than the initial target values of the awards |
• | increasing production by 16% compared to 2016; oil production increased by 25 MBOPD, or 19%, compared to 2016; production growth was driven by the Company’s Permian Basin horizontal drilling program, with total Permian Basin oil production for 2017 increasing by 26% compared to 2016; |
• | reducing production costs per BOE (excluding production taxes) by 12% compared to 2016; production costs benefited from the Company’s cost reduction initiatives and increasing volumes of horizontal Permian Basin production, which had an average production cost of approximately $2.00 per BOE; |
• | adding proved reserves of 314 MMBOE from discoveries, extensions and technical revisions of previous estimates (excludes positive price revisions of 52 MMBOE, proved reserves divested of 7 MMBOE and proved reserves acquired of 1 MMBOE), with total proved reserves at year-end 2017 equaling 985 MMBOE; these proved reserve additions were primarily driven by Pioneer’s horizontal Permian Basin drilling program; |
• | continuing to maintain a strong balance sheet; year-end cash on hand and short- and long-term investments totaled $2.2 billion, with year-end net debt to 2017 operating cash flow of 0.3 times and year-end net debt-to-book capitalization of five percent, after repaying $485 million of the Company's 6.65% senior notes due 2017 with cash on hand; the Company is rated as mid-investment grade by three credit rating agencies; |
• | continuing to increase cumulative production per well in the Permian Basin as a result of the use of the Company’s “Version 3.0” and “Version 3.0+” completion methods; |
• | moving increasing volumes of Permian Basin oil to the Gulf Coast, which allowed the Company to realize premiums on Gulf Coast refinery and export sales; export sales to customers in Europe, Asia and Latin America reached approximately 90 thousand barrels per day during the fourth quarter of 2017; |
• | continuing to build out Permian Basin infrastructure, including the construction of large-scale horizontal tank batteries and saltwater disposal facilities; also included the construction of additional field and gas processing facilities and the build-out of a field-wide water distribution system; |
• | protecting cash flow and margins through attractive oil and gas derivative positions; |
• | continuing to demonstrate responsiveness and leadership in sustainability; published the Company’s inaugural Sustainability Report following engagement with investors and a number of external stakeholders, and received the IOGCC Environmental Partnership Award for water conservation projects in both Midland and Odessa; and |
• | maintaining the Company's strong culture; in 2017, Pioneer was named the fifth best place to work among large companies in the Dallas/Fort Worth area based on a survey of employees conducted by The Dallas Morning News. It is the eighth consecutive year that the Company has been ranked in the top five. |
• | Base salary - as disclosed in the proxy statement for the 2017 Annual Meeting, in conjunction with Mr. Dove’s succession to the role of CEO effective January 1, 2017, his base salary was increased to $900,000, as compared to Mr. Sheffield's 2016 base salary of $990,000 when he served as CEO; other NEOs’ base salaries were increased based on the benchmarking data and other considerations as described below. |
• | Annual cash bonus incentive award - in conjunction with Mr. Dove’s succession to the role of CEO, his bonus target, as a percentage of his base salary, was increased from 100 percent to 130 percent of base salary, which is equal to Mr. Sheffield's 2016 and 2017 target bonus levels, but the Committee held bonus target percentages constant for the other NEOs. Following the end of the year, the Committee assessed the Company's performance against its pre-determined goals and arrived at a final general payout level of 125 percent of target to recognize the Company's and the NEOs' achievements. |
• | Annual long-term incentive plan awards - in conjunction with Mr. Dove’s succession to the role of CEO, the target value of his 2017 long-term incentive award was increased from $3,522,100 to $7,000,000, compared to Mr. Sheffield's 2016 total target dollar amount of $8,250,000; the Committee increased the target values for the other NEOs based on the benchmarking data and other considerations as described below, with 50 percent continuing to be allocated in the form of performance units and 50 percent in the form of restricted stock. |
What We Do | |
þ | Pay for performance - over 80 percent of target total compensation for the NEOs comprises variable compensation through annual bonuses and long-term incentive compensation. |
þ | Emphasize long-term performance - over 70 percent of target total compensation for the NEOs comprises long-term equity-based incentives, with a mix of these incentives among performance units and restricted stock. |
þ | HSE goals - the Compensation Committee incorporates health, safety and environmental goals in the annual cash bonus incentive program; the goals are set after approval by, and then performance is assessed primarily based on input from, the Health, Safety and Environment Committee. |
þ | Robust stock ownership guidelines - six times (6x) base salary for the CEO and three times (3x) base salary for executive vice presidents; officers are required to retain their shares of common stock acquired upon the vesting of restricted stock awards or the exercise of stock options until the ownership guideline is reached, and sales of such shares are prohibited other than to satisfy tax obligations. |
þ | Clawback policy - the Board has the right to cause the reimbursement of certain incentive compensation if predicated upon the achievement of financial results that were subsequently the subject of a required restatement. |
þ | Double-trigger severance in the event of a change in control - cash severance amounts pay out only if a qualifying involuntary termination of employment also occurs in connection with a change in control. |
þ | Double-trigger vesting of equity awards for the NEOs in the event of a change in control - commencing with their 2018 awards, the equity awards for all NEOs will provide for a double trigger so that upon a change in control, the awards generally will only vest prior to the scheduled vesting date if a qualifying termination event occurs (the CEO’s equity awards have provided for a double trigger since his 2017 award). |
þ | Risk oversight - the Compensation Committee annually evaluates risk in setting executive compensation in order to establish an appropriate balance of incentives. |
þ | Independent Compensation Committee with independent compensation consultant - all members of the Compensation Committee are independent. The Committee has engaged a compensation consultant that is independent of management and free of conflicts of interest with the Company. |
þ | Reward future performance on a consistent basis - restricted stock and performance unit awards are awarded annually, with vesting over periods of three years, based on a dollar value divided by an average stock price, so that the rolling effect of vesting each year discourages manipulation in one year, which could have an adverse effect on the awards' value in a following year. |
What We Do Not Do | |
ý | No tax gross ups - in 2013, all of the Company's executive officers, including the CEO and the other NEOs, agreed to amend their change in control agreements to eliminate the excise tax gross-up feature in their agreements. |
ý | No defined benefit pension programs for the NEOs - the Company does not maintain a defined benefit pension program for the NEOs; the NEOs are eligible to participate in the Company's 401(k) and Matching Plan (the "401(k) Plan") and a non-qualified deferred compensation plan. |
ý | No employment agreements - all of the Company's executive officers are employees at will, with no guaranteed salary or bonus. |
ý | No hedging or pledging of Company common stock - policies prohibit directors, officers or employees from engaging in short sales or in transactions involving derivatives based on the Company's common stock, and directors and executive officers are prohibited from pledging Company securities as collateral for a loan or holding Company securities in a margin account without advance approval from the Board. |
ý | No excessive perquisites - modest in amounts, frequently business-related and fully disclosed. |
ý | No repricing of stock options - repricing stock options or buying out underwater stock options is prohibited without stockholder approval. |
• | Commencing with their 2018 awards, the equity awards for all NEOs provide for a double trigger, so that upon a change in control, the awards will not automatically accelerate, but will generally only vest prior to the scheduled vesting date if a qualifying termination event occurs; Mr. Dove's equity awards have provided for double trigger since his 2017 awards. |
• | Commencing with the 2018 annual cash bonus incentive award program, the Committee has incorporated a specific metric for return on capital employed and changed goals for production and proved reserves growth to be on a per share basis for purposes of determining the Company’s performance score for the year. |
• | providing performance-driven compensation opportunities that attract, retain and motivate executives to achieve optimal results for the Company and its stockholders; |
• | aligning compensation with the Company's short- and long-term business objectives while providing sufficient flexibility to address the unique dynamics of the E&P industry; and |
• | emphasizing the use of equity-based compensation to motivate the long-term retention of the Company's executives and align their interests with those of stockholders. |
Compensation Component | Description | Purpose and Philosophy |
Base Salary | Fixed annual cash compensation | Provides a stable, fixed element of cash compensation Recognizes and considers the internal value of the position within the Company and the individual's experience, leadership potential and demonstrated performance |
Annual Cash Bonus Incentive | Performance-based annual cash compensation based on annual performance goals with pre-assigned weights | Rewards executives for the achievement of annual financial, operating and strategic goals and individual performance Allows the Committee to evaluate both objective and subjective considerations when determining final payout amounts Emphasizes team performance; however, individual executives may receive bonus payments above the team level if the individual's performance adds significant value, or below the team level if performance does not meet expectations |
Long-Term Incentive, in Two Components | Performance Units - Equity compensation with payout in shares based on total stockholder return in relation to peers over a three-year period Restricted Stock - Equity compensation with time-based, three-year cliff vesting | Long-term equity awards ensure that realized value to the executive aligns with value delivered to stockholders; realized value is dependent on Company performance over the long-term (three years); performance unit payout is dependent on relative total stockholder return against industry peers Reinforces executive stock ownership Through a combination of award types, encourages executives to take the proper level of risk in developing and executing the Company's business plan with a long-term focus Critical to the Company's ability to attract, motivate and retain the Company's key executives |
Other Compensation | Health and life insurance, retirement benefits and limited perquisites | Addresses health and post-retirement welfare of executives and provides certain other limited benefits |
• | administers the Company's executive compensation program; |
• | establishes the Company's overall compensation philosophy and strategy; and |
• | ensures the NEOs are rewarded appropriately in light of the guiding principles as described in the sections above. |
• | the Compensation Committee considers the CEO's evaluation of the other NEOs' performance and his recommendations as to their compensation, but the Committee makes all final decisions regarding their compensation; and |
• | with regard to the CEO's compensation, the Committee: |
▪ | determines the individual elements of the CEO's total compensation and benefits; |
▪ | approves specific annual corporate goals and objectives relative to the CEO's compensation; |
▪ | reviews the CEO's performance in meeting these corporate goals and objectives; and |
▪ | prior to finalizing compensation for the CEO, reviews the Committee's intentions with the other independent directors on the Board and receives their input. |
Tier 1 Companies | Enterprise Value (1) | Market Cap. (2) |
($ million) | ($ million) | |
EOG Resources, Inc. | $59,459 | $53,253 |
Anadarko Petroleum Company | $49,691 | $35,412 |
Devon Energy Corporation | $34,080 | $23,096 |
Apache Corporation | $31,753 | $24,234 |
Continental Resources, Inc. | $26,597 | $19,462 |
Concho Resources Inc. | $22,190 | $19,337 |
Noble Energy, Inc. | $21,981 | $15,357 |
Hess Corporation | $20,438 | $16,980 |
Marathon Oil Corporation | $18,092 | $13,395 |
Cabot Oil & Gas Corporation | $13,023 | $12,001 |
Tier 2 Companies | Enterprise Value (1) | Market Cap. (2) |
($ million) | ($ million) | |
Chesapeake Energy Corporation | $17,553 | $4,872 |
Cimarex Energy Co. | $13,609 | $12,763 |
Range Resources Corporation | $12,152 | $9,585 |
Southwestern Energy Company | $11,599 | $6,829 |
Whiting Petroleum Corporation | $7,353 | $2,407 |
Murphy Oil Corporation | $7,292 | $5,235 |
Summary Statistics and Pioneer Ranking | Enterprise Value (1) | Market Cap. (2) |
($ million) | ($ million) | |
Summary Tier 1 Statistics | ||
25th Percentile | $20,824 | $15,762 |
50th Percentile | $24,393 | $19,400 |
75th Percentile | $33,498 | $23,949 |
Summary Tiers 1 and 2 Statistics | ||
25th Percentile | $12,805 | $8,896 |
50th Percentile | $19,265 | $14,376 |
75th Percentile | $27,886 | $20,371 |
(1) | Enterprise value is the summation of market capitalization as of September 30, 2016 plus net debt as of June 30, 2016. |
(2) | Market capitalization was determined as of September 30, 2016. |
Pioneer | $31,854 | $31,488 |
Percentile Rank - Tier 1 | 67% | 85% |
Percentile Rank - Tiers 1 and 2 | 80% | 91% |
NEO | 2016 Base Salary | 2017 Base Salary | % Change |
Timothy L. Dove | $675,000 | $900,000 | 33% |
Richard P. Dealy | $565,000 | $582,000 | 3% |
Mark S. Berg | $440,000 | $460,000 | 5% |
Chris J. Cheatwood | $440,000 | $460,000 | 5% |
J. D. Hall | $420,000 | $453,600 | 8% |
NEO | 2016 Target Bonus % | 2017 Target Bonus % | % Change |
Timothy L. Dove | 100 | 130 | 30% |
Richard P. Dealy | 100 | 100 | -% |
Mark S. Berg | 80 | 80 | -% |
Chris J. Cheatwood | 80 | 80 | -% |
J. D. Hall | 80 | 80 | -% |
Actual payout | = | Base salary | x | Target bonus (%) | x | Performance score (%) | +/- | Individual performance adjustment (if any) |
Performance Goal | Target Performance | Performance Result | Relative Weight | Payout (% of Target) | Weighted Payout |
Production growth (1) | ≥98.5 MMBOE | 99.3 MMBOE | 15% | 100% | 15% |
Ratio of net debt to EBITDAX (2) | ≤0.75x | 0.3x | 15% | 175% | 26.25% |
Proved reserve replacement (3) | ≥225% | 300% | 15% | 125% | 18.75% |
Base lease operating and general and administrative costs/BOE | ≤10.25 | $9.25 | 15% | 175% | 26.25% |
Health, safety and environmental (4) | 10% | 64.5% | 6.45% | ||
Certain strategic goals (5) | 30% | 125% | 37.5% | ||
Total performance factors | 100% | 130.2% | |||
Discretionary factor (not to exceed +/- 33%) | (5.2)% | ||||
Final performance score | 125% |
(1) | "MMBOE" means millions of barrels of oil equivalent. |
(2) | "EBITDAX" represents earnings before depletion, depreciation and amortization expense; impairment of oil and gas properties, inventory and other property and equipment; exploration and abandonments; accretion of discount on asset retirement obligations; interest expense; income taxes; gain or loss on the disposition of assets; noncash derivative related activity; amortization of stock-based compensation; and other noncash items. |
(3) | "Proved reserve replacement" is the summation of annual proved reserves, on a BOE basis, attributable to revisions of previous estimates and extensions and discoveries, if any, divided by annual production of oil, natural gas liquids ("NGLs") and gas, on a BOE basis. Revisions of previous estimates exclude positive price revisions of 52 MMBOE resulting from increases in oil and gas prices in 2017 compared to 2016. |
(4) | HSE goals generally were weighted one-half toward health and safety-related goals and one-half toward environmental-related goals, with the payout percentage being primarily based on input from the Health, Safety and Environment Committee as to its evaluation of Company performance in the areas of safety observations, safety investigations, training of personnel and environmental metrics. |
(5) | For 2017, the strategic goals category comprised preserving the strength of the Company's balance sheet; closely managing overhead costs on a per BOE basis; continuing to execute the Company's well optimization program and benchmark the program against the costs of the Company's peers; cost effectively implementing the second phase of the Company’s enterprise resource planning system and preparing for the continued sustainability of the system; establishing internal strategic planning and technology strategy teams; and continuing to maintain the Company's culture and expand the Company's workforce diversity initiatives. |
• | Production growth - exceeded the goal despite experiencing unexpected drilling delays in the first half of the year, with average daily oil sales volumes increasing by 19 percent from 2016 on a comparable basis, driven by the Company's successful Permian Basin horizontal drilling program (total Permian Basin oil production increased 26 percent year-over-year). |
• | Ratio of net debt to EBITDAX - well exceeded the goal; the Company maintained a strong year-end balance sheet, with year-end cash on hand and short- and long-term investments totaling $2.2 billion. |
• | Proved reserve replacement - exceeded the goal; added proved reserves of 314 MMBOE from discoveries, extensions and technical revisions of previous estimates (excludes positive price revisions of 52 MMBOE, proved reserves divested of 7 MMBOE and proved reserves acquired of 1 MMBOE). |
• | Base lease operating and general and administrative costs/BOE - well exceeded the goal; the Company reduced production costs per BOE by 12 percent and general and administrative costs per BOE by 14 percent in 2017 compared to 2016, driven by cost reduction initiatives and growth of low-cost Permian Basin horizontal production. |
• | Health, safety and environmental - met the goals; the Company implemented a number of safety initiatives and emergency preparedness processes; strengthened its environmental compliance culture; reduced reportable spills by 13 percent and total spill volumes by 21 percent compared to 2016; adopted and implemented a company-wide LDAR tracking procedure and software solution; and continued to enhance its sustainability disclosures, including the issuance of the Company’s inaugural Sustainability Report following engagement with investors and a number of external stakeholders; however, the Compensation Committee exercised its discretion to reduce the performance score in light of two safety incidents during the year. |
• | Strategic goals - accomplished essentially all goals; despite the continued low commodity price environment, the Company maintained its strong balance sheet and closely managed its overhead on a per BOE basis and added derivatives positions for 2018; successfully improved well productivity throughout the areas where the Company is actively drilling, particularly in its Eagle Ford area, while mitigating cost inflation through the Company’s vertical integration operations; continued the implementation of its enterprise resource planning system on schedule and on budget and a program to maintain its sustainability for the future; successfully established strategic planning and technology strategy teams to assist in the execution of the Company’s long-term strategy; and continued to maintain Pioneer’s strong corporate culture, once again being ranked among the top five large companies to work for in the Dallas-Fort Worth area. |
Allocation Among Awards (1) | |||||||||
NEO | 2016 Target Value | 2017 Target Value | % Change | Restricted Stock/RSU Awards | Performance Units | ||||
Timothy L. Dove | $3,522,100 | $7,000,000 | 99 | % | $3,500,000 | $3,500,000 | |||
Richard P. Dealy | $2,475,000 | $2,550,000 | 3 | % | $1,275,000 | $1,275,000 | |||
Mark S. Berg | $1,998,000 | $2,050,000 | 3 | % | $1,025,000 | $1,025,000 | |||
Chris J. Cheatwood | $1,998,000 | $2,050,000 | 3 | % | $1,025,000 | $1,025,000 | |||
J. D. Hall | $1,600,000 | $2,500,000 | 56 | % | $1,250,000 | $1,250,000 |
(1) | These dollar amounts may vary from the values disclosed in the Summary Compensation Table and the 2017 Grants of Plan-Based Awards table below because those amounts are calculated based on the grant date fair value of the awards for accounting purposes in accordance with SEC rules. See the footnotes to those tables for further information regarding the methodology for determining the values of the awards for purposes of those tables. |
TSR Rank Against Peers | Percentage of Performance Units Earned (1) |
1 | 250% |
2 | 200% |
3 | 175% |
4 | 150% |
5 | 125% |
6 | 110% |
7 | 75% |
8 | 50% |
9 | 25% |
10 | 0% |
11 | 0% |
12 | 0% |
(1) | See the 2017 Grants of Plan-Based Awards table below, and the description of the performance units following that table, for additional information regarding the terms of the performance units. |
Ranking | Company | TSR (%) |
1 | Concho Resources Inc. | 38 |
2 | EOG Resources, Inc. | 12 |
3 | Continental Resources, Inc. | 6 |
4 | Pioneer | 1 |
5 | Devon Energy Corporation | (33) |
6 | Apache Corporation | (34) |
7 | Hess Corporation | (38) |
8 | Noble Energy, Inc. | (45) |
9 | Marathon Oil Corporation | (45) |
10 | Range Resources Corporation | (73) |
11 | Chesapeake Energy Corporation | (81) |
12 | Southwestern Energy Corporation | (81) |
NEO | Target Payout of Shares | Payout % of Target | Actual Payout of Shares |
(#) | (#) | ||
Timothy L. Dove | 11,530 | 150% | 17,295 |
Richard P. Dealy | 7,845 | 150% | 11,768 |
Mark S. Berg | 5,434 | 150% | 8,151 |
Chris J. Cheatwood | 5,893 | 150% | 8,840 |
J. D. Hall | 2,934 | 150% | 4,401 |
Rank | Period Beginning January 1, 2016 | Period Beginning January 1, 2017 | |||
Company | TSR (%) | Company | TSR (%) | ||
1 | Continental Resources, Inc. | 53% | Cabot Oil & Gas Corporation | 27% | |
2 | Cabot Oil & Gas Corporation | 52% | ConocoPhillips | 12% | |
3 | Concho Resources Inc. | 36% | Concho Resources Inc. | 5% | |
4 | EOG Resources, Inc. | 31% | EOG Resources, Inc. | 5% | |
5 | Pioneer | 14% | Marathon Oil Corporation | (7)% | |
6 | ConocoPhillips | 7% | Continental Resources, Inc. | (9)% | |
7 | Devon Energy Corporation | 0% | Devon Energy Corporation | (13)% | |
8 | Marathon Oil Corporation | (1)% | Pioneer | (13)% | |
9 | Apache Corporation | (8)% | Hess Corporation | (18)% | |
10 | Anadarko Petroleum Company | (12)% | Anadarko Petroleum Company | (25)% | |
11 | Hess Corporation | (15)% | Noble Energy, Inc. | (28)% | |
12 | Noble Energy, Inc. | (20)% | Apache Corporation | (32)% |
Performance Period | Min Payout of Shares | Target Payout of Shares | Max Payout of Shares | Actual Earned Date | TSR Rank | Payout % of Target | Actual Payout of Shares |
(#) | (#) | (#) | (#) | ||||
Awards to Mr. Sheffield: | |||||||
1/1/2007-12/31/2009 | 0 | 34,998 | 87,495 | 12/31/2009 | 7 | 75 | 26,249 |
1/1/2008-12/31/2010 | 0 | 38,478 | 96,195 | 12/31/2010 | 2 | 200 | 76,956 |
1/1/2009-12/31/2011 | 0 | 60,459 | 151,148 | 12/31/2011 | 1 | 250 | 151,148 |
1/1/2010-12/31/2012 | 0 | 28,222 | 70,555 | 12/31/2012 | 1 | 250 | 70,555 |
1/1/2011-12/31/2013 | 0 | 16,065 | 40,163 | 12/31/2013 | 1 | 250 | 40,163 |
1/1/2012-12/31/2014 | 0 | 17,553 | 43,883 | 12/31/2014 | 2 | 200 | 35,106 |
1/1/2013-12/31/2015 | 0 | 30,540 | 76,350 | 12/31/2015 | 4 | 150 | 45,810 |
1/1/2014-12/31/2016 | 0 | 23,273 | 58,183 | 12/31/2016 | 3 | 175 | 40,728 |
Awards to Mr. Dove: | |||||||
1/1/2015-12/31/2017 | 0 | 11,530 | 28,825 | 12/31/2017 | 4 | 150 | 17,295 |
1/1/2016-12/31/2018 | 0 | 14,847 | 37,118 | 12/31/2018 | Not yet determined | ||
1/1/2017-12/31/2019 | 0 | 19,110 | 47,775 | 12/31/2019 | Not yet determined |
• | All long-term incentive awards are approved during the regularly scheduled first quarter Compensation Committee meeting. |
• | The Company does not time the release of material non-public information to affect the value of the executive equity compensation awards. |
• | All annual awards cliff vest after three years, subject generally to the continued employment of the executive officer. |
Officer | Required Stock Ownership - Multiple of Annual Base Salary |
CEO | 6x |
Executive Vice Presidents | 3x |
Name and Principal Position | Year | Salary (1) | Bonus (2) | Stock Awards (3) | Option Awards (3) | Non-Equity Incentive Plan Compensation (2) | All Other Compensation (4) | Total |
($) | ($) | ($) | ($) | ($) | ($) | ($) | ||
(a) | (b) | (c) | (d) | (e) | (f) | (g) | (i) | (j) |
Timothy L. Dove President and Chief Executive Officer | 2017 | $865,398 | $— | $8,478,035 | $— | $1,462,500 | $128,311 | $10,934,244 |
2016 | $672,808 | $— | $4,813,872 | $— | $1,350,000 | $108,890 | $6,945,570 | |
2015 | $635,000 | $666,750 | $4,347,889 | $— | $— | $98,685 | $5,748,324 | |
Richard P. Dealy Executive Vice President and Chief Financial Officer | 2017 | $579,390 | $— | $3,088,581 | $— | $727,500 | $96,538 | $4,492,009 |
2016 | $555,131 | $— | $3,382,748 | $— | $1,130,000 | $89,312 | $5,157,191 | |
2015 | $488,000 | $585,600 | $2,958,349 | $— | $— | $78,646 | $4,110,595 | |
Mark S. Berg Executive Vice President, Corporate | 2017 | $456,934 | $— | $2,483,021 | $— | $460,000 | $95,175 | $3,495,130 |
2016 | $437,846 | $— | $2,730,938 | $— | $704,000 | $76,723 | $3,949,507 | |
2015 | $410,000 | $393,600 | $2,049,209 | $— | $— | $86,280 | $2,939,089 | |
Chris J. Cheatwood Executive Vice President and Chief Technology Officer | 2017 | $456,934 | $— | $2,483,021 | $— | $460,000 | $89,666 | $3,489,621 |
2016 | $440,615 | $— | $2,730,938 | $— | $633,600 | $87,564 | $3,892,717 | |
2015 | $425,000 | $357,000 | $2,222,134 | $— | $— | $84,265 | $3,088,399 | |
J.D. Hall Executive Vice President, Permian Operations | 2017 | $448,438 | $— | $3,027,988 | $— | $453,600 | $87,266 | $4,017,292 |
2016 | $419,538 | $— | $2,385,436 | $— | $672,000 | $84,792 | $3,561,766 | |
2015 | $372,308 | $320,400 | $1,106,508 | $— | $— | $0 | $1,799,216 |
(1) | In 2017, the adjusted base salaries, as disclosed above in the section entitled "Compensation Discussion and Analysis," did not take effect until February 19, 2018. |
(2) | Amounts in column (g) for 2017 and 2016 represent the actual payouts of annual cash bonus incentive awards related to performance in respect of such years, which were paid in March of the following year. See "Compensation Discussion and Analysis - Elements of the Company's Compensation Program - Annual Cash Bonus Incentive Program" above. Bonus amounts in column (d) for 2015 represent discretionary bonuses earned during 2015. |
(3) | Amounts reported for Stock Awards in column (e) represent the grant date fair value of restricted stock, RSUs and performance unit awards, computed in accordance with FASB ASC Topic 718. Pursuant to SEC rules, all amounts shown in this column exclude the effect of estimated forfeitures related to service-based vesting conditions. The grant date fair values attributable to restricted stock and RSU awards are based on the market-quoted closing price of the Company's common stock on the last trading day prior to the grant date of the awards. The Company's performance units are valued for these purposes using the Monte Carlo simulation method assuming a target number of shares would be payable because this is deemed to be the "probable" payout percentage at the time of grant consistent with the estimate of aggregate compensation cost to be recognized over the service period. Actual payouts with respect to performance units can range from zero percent to 250 percent of a target number of performance units awarded based on the relative ranking of the Company's TSR in comparison to the peer group over the applicable three-year performance period. If the Company's relative TSR performance is below the threshold performance, no shares will be paid. If the Company's performance places it first among its peers, a maximum of 250 percent of the target number of shares will be paid. In that instance, the grant date fair value of the maximum number of shares for each of the NEOs pursuant to performance units granted in 2017 would be as follows: Mr. Dove, $12,339,050; Mr. Dealy, $4,495,262; Mr. Berg, $3,614,031; Mr. Cheatwood, $3,614,031; and Mr. Hall, $4,406,933. Additional detail regarding the Company's share-based awards is included in Note H of Notes to Consolidated Financial Statements included in "Item 8. Financial Statements and Supplementary Data" in the Company's Annual Report on Form 10-K for the year ended December 31, 2017 and under the 2017 Grants of Plan-Based Awards table below. The Company has not granted stock options since 2012. For additional information regarding restricted stock, RSU and performance unit awards, as applicable, owned by the NEOs as of December 31, 2017, see the "2017 Outstanding Equity Awards at Fiscal Year End" table below. |
(4) | Amounts reported as All Other Compensation in column (i) include the Company contributions to the NEOs' 401(k) Plan and non-qualified deferred compensation plan accounts, life insurance premiums and other perquisites, as shown in the following table: |
Year ended December 31, 2017 | |||||||||||||||
Timothy L. Dove | Richard P. Dealy | Mark S. Berg | Chris J. Cheatwood | J.D. Hall | |||||||||||
401(k) contributions | $27,000 | $26,600 | $27,000 | $26,819 | $26,354 | ||||||||||
Non-qualified deferred compensation plan contributions | 86,540 | 57,939 | 41,000 | 45,693 | 44,844 | ||||||||||
Life insurance premiums | 8,799 | 2,622 | 5,623 | 5,623 | 3,483 | ||||||||||
Financial counseling | 3,435 | 8,000 | 16,000 | 11,035 | 11,035 | ||||||||||
Personal and spousal travel (a) | 2,537 | 1,377 | 5,552 | 496 | 1,550 | ||||||||||
Totals | $128,311 | $96,538 | $95,175 | $89,666 | $87,266 |
(a) | Spousal travel & entertainment costs are included to the extent of the incremental costs incurred by the Company for travel and entertainment of spouses when accompanying the NEOs on Company-related business trips. |
Name | Grant Date | Estimated Future Payouts under Non-Equity Incentive Plan Awards (1) | Estimated Future Payouts Under Equity Incentive Plan Awards (2) | All Other Stock Awards: Number of Shares of Stock or Units | Grant Date Fair Value of Stock and Option Awards (4)(5) | |||||||||||||||
Threshold | Target | Maximum | Threshold | Target | Maximum | |||||||||||||||
($) | ($) | ($) | (#) | (#) | (#) | (#) | ($) | |||||||||||||
(a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (l) | |||||||||||
Timothy L. Dove | 02/27/2017 | $— | $1,170,000 | $2,925,000 | ||||||||||||||||
02/27/2017 | 4,778 | 19,110 | 47,775 | $4,935,620 | ||||||||||||||||
02/27/2017 | 19,111 | (3) | $3,542,415 | |||||||||||||||||
Richard P. Dealy | 02/27/2017 | $— | $582,000 | $1,455,000 | ||||||||||||||||
02/27/2017 | 1,741 | 6,962 | 17,405 | $1,798,105 | ||||||||||||||||
02/27/2017 | 6,962 | (3) | $1,290,476 | |||||||||||||||||
Mark S. Berg | 02/27/2017 | $— | $368,000 | $920,000 | ||||||||||||||||
02/27/2017 | 1,400 | 5,597 | 13,993 | $1,445,561 | ||||||||||||||||
02/27/2017 | 5,597 | (3) | $1,037,460 | |||||||||||||||||
Chris J. Cheatwood | 02/27/2017 | $— | $368,000 | $920,000 | ||||||||||||||||
02/27/2017 | 1,400 | 5,597 | 13,993 | $1,445,561 | ||||||||||||||||
02/27/2017 | 5,597 | (3) | $1,037,460 | |||||||||||||||||
J.D. Hall | 02/27/2017 | $— | $362,880 | $907,200 | ||||||||||||||||
02/27/2017 | 1,707 | 6,825 | 17,063 | $1,762,721 | ||||||||||||||||
02/27/2017 | 6,826 | (3) | $1,265,267 |
(1) | The amounts in columns (c), (d) and (e) represent the threshold, target and maximum payment levels with respect to the Company's 2017 annual cash bonus incentive program under the Company's Long Term Incentive Plan, as discussed above in the section entitled "Compensation Discussion and Analysis" and below under "Narrative Disclosure for the 2017 Grants of Plan-Based Awards Table." If the Company's performance does not exceed the minimum baseline performance hurdle, then the payout under this program will be zero. The amounts shown in the "Target" column reflect a payout of 100 percent of the target bonus, and the amounts shown in the "Maximum" column reflect the highest possible payout of 250 percent of target bonus. Actual bonus payouts under this program for 2017, which were paid in March 2018, are reflected in the "Non-Equity Incentive Plan Compensation" column of the Summary Compensation Table. |
(2) | The amounts in columns (f), (g) and (h) represent the number of shares deliverable upon threshold, target and maximum performance with respect to the grants of performance units in 2017 under the Long Term Incentive Plan. The number of shares shown in the "Threshold" column reflects the lowest possible payout (other than zero), representing 25 percent of the target number of performance units granted. If performance is below the threshold, no shares are issued. The number of shares shown in the "Target" column reflects a payout of 100 percent of the target number of performance units granted. The number of shares shown in the "Maximum" column reflects the highest possible payout of 250 percent of the target number of performance units granted. |
(3) | The amounts reported are the number of restricted shares of the Company's common stock or RSUs granted to each NEO in 2017 under the Long Term Incentive Plan in connection with the annual grant of awards as described above. |
(4) | The Company did not grant any stock options in 2017. |
(5) | Amounts for restricted stock, RSU and performance unit awards represent each award's grant date fair value computed in accordance with FASB ASC Topic 718. The value of performance units was determined on the grant date using the Monte Carlo simulation method assuming a target number of shares would be issued at settlement, as that is the “probable” outcome as of the grant date, and is consistent with the estimate of aggregate compensation costs that the Company would expense in its financial statements over the awards' three-year performance period, in accordance with FASB ASC Topic 718. See footnote 3 to the Summary Compensation Table for additional information about the assumptions used in calculating these amounts. |
TSR Rank Against Peers | Percentage of Performance Units Earned |
1 | 250% |
2 | 200% |
3 | 175% |
4 | 150% |
5 | 125% |
6 | 110% |
7 | 75% |
8 | 50% |
9 | 25% |
10 | 0% |
11 | 0% |
12 | 0% |
Option Awards | Stock Awards | |||||||||||||||||||
Name | Number of Securities Underlying Unexercised Options Exercisable | Number of Securities Underlying Unexercised Options Un- exercisable | Option Exercise Price | Option Expiration Date | Number of Shares or Units of Stock that have not Vested (1) | Market Value of Shares or Units of Stock that have not Vested (1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that have not Vested (1) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That have not Vested (1) | ||||||||||||
(#) | (#) | ($) | (#) | ($) | (#) | ($) | ||||||||||||||
(a) | (b) | (c) | (e) | (f) | (g) | (h) | (i) | (j) | ||||||||||||
Timothy L. Dove | 15,558 | (2) | — | $98.69 | 02/15/2021 | 11,531 | (4) | $1,993,133 | 22,271 | (7) | $3,849,542 | |||||||||
16,470 | (3) | — | $113.76 | 02/22/2022 | 14,848 | (5) | $2,566,477 | 14,333 | (8) | $2,477,459 | ||||||||||
19,111 | (6) | $3,303,336 | ||||||||||||||||||
Richard P. | 12,078 | (3) | — | $113.76 | 02/22/2022 | 7,846 | (4) | $1,356,181 | 15,650 | (7) | $2,705,103 | |||||||||
Dealy | 10,434 | (5) | $1,803,517 | 5,222 | (8) | $902,623 | ||||||||||||||
6,962 | (6) | $1,203,382 | ||||||||||||||||||
Mark S. Berg | 5,607 | (2) | — | $98.69 | 02/15/2021 | 5,435 | (4) | $939,440 | 12,635 | (7) | $2,183,960 | |||||||||
6,863 | (3) | — | $113.76 | 02/22/2022 | 8,423 | (5) | $1,455,916 | 4,198 | (8) | $725,624 | ||||||||||
5,597 | (6) | $967,441 | ||||||||||||||||||
Chris J. | 6,728 | (2) | — | $98.69 | 02/15/2021 | 5,893 | (4) | $1,018,605 | 12,635 | (7) | $2,183,960 | |||||||||
Cheatwood | 8,235 | (3) | — | $113.76 | 02/22/2022 | 8,423 | (5) | $1,455,916 | 4,198 | (8) | $725,624 | |||||||||
5,597 | (6) | $967,441 | ||||||||||||||||||
J.D. Hall | 2,935 | (4) | $507,315 | 11,036 | (7) | $1,907,573 | ||||||||||||||
7,358 | (5) | $1,271,830 | 5,119 | (8) | $884,819 | |||||||||||||||
6,826 | (6) | $1,179,874 | ||||||||||||||||||
2,822 | (9) | $487,783 |
(1) | Amounts in column (g) represent shares of the Company's common stock underlying restricted stock or RSUs that, in each case, are unvested as of December 31, 2017, and amounts in column (i) represent performance units that will vest, if at all, in amounts that depend on the relative performance of the Company's common stock over a three-year performance period, all as described below. Dollar amounts in columns (h) and (j) are based on the closing price of $172.85 of the Company's common stock on December 29, 2017, the last trading day of 2017. In addition to the vesting schedules described below, the termination of the NEO's employment or the occurrence of a change in control prior to the vesting date will affect the vesting of the award, all as described above in the section entitled "Narrative Disclosure for the 2017 Grants of Plan-Based Awards Table" or the section below entitled "Potential Payments upon Termination or Change in Control." |
(2) | This award of stock options vested in full on February 15, 2014, which was the third anniversary of the grant date. |
(3) | This award of stock options vested in full on February 22, 2015, which was the third anniversary of the grant date. |
(4) | This award of restricted stock, or RSUs in the case of Mr. Dove, vested in full on February 15, 2018, three years after the grant date, but was outstanding on December 31, 2017. |
(5) | This award of restricted stock, or RSUs in the case of Messrs. Berg and Dove, vests in full on February 15, 2019, in the third year following the grant date. |
(6) | This award of restricted stock, or RSUs in the case of Messrs. Berg and Dove, vests in full on February 27, 2020, in the third year following the grant date. |
(7) | This award of performance units was made in 2016 and has a three-year performance period (January 2016 to December 2018). In accordance with the rules of the SEC, which require disclosure of awards at the level immediately above actual levels achieved at the end of the prior fiscal year, the number of shares reported represents the number of performance units that would vest on December 31, 2018 if the Company's relative TSR resulted in a ranking of fourth out of the twelve peer companies, which would be 150 percent of the "Target" number of performance units awarded, in accordance with the table in the section above entitled "Narrative Disclosure for the 2017 Grants of Plan-Based Awards Table." As of December 31, 2017, the Company's relative TSR for this performance period would have resulted in a ranking of fifth place, or a payout of 125 percent of the target. |
(8) | This award of performance units was made in 2017 and has a three-year performance period (January 2017 to December 2019). The conditions for vesting of this award are described above in "Narrative Disclosure for the 2017 Grants of Plan-Based Awards Table." In accordance with the rules of the SEC, which require disclosure of awards at the level immediately above actual levels achieved at the end of the prior fiscal year, the number of shares reported represents the number of performance units that would vest on December 31, 2019 if the Company's relative TSR resulted in a ranking of seventh out of the twelve peer companies, which would be 75 percent of the "Target" number of performance units awarded, in accordance with the table in the section above entitled "Narrative Disclosure for the |
(9) | This special retention award of restricted stock was granted on February 18, 2014 and vests in equal one-third installments on the third, fourth and fifth anniversaries of the date of grant subject to Mr. Hall remaining employed with the Company continuously through each vesting date. Accordingly, one-third of the shares granted vested on February 18, 2017. |
Option Awards | Stock Awards | |||||||||
Name | Number of Shares Acquired on Exercise (1) | Value Realized on Exercise (1) | Number of Shares Acquired on Vesting | Value Realized on Vesting | ||||||
(#) | ($) | (#) | ($) | |||||||
(a) | (b) | (c) | (d) | (e) | ||||||
Timothy L. Dove | — | $— | 9,577 | (2) | $1,838,784 | (2) | ||||
10,639 | (3) | $2,001,515 | (3) | |||||||
17,295 | (4) | $2,990,651 | (4) | |||||||
Richard P. Dealy | — | $— | 6,517 | (2) | $1,251,264 | (2) | ||||
7,802 | (3) | $1,467,790 | (3) | |||||||
11,768 | (4) | $2,034,923 | (4) | |||||||
Mark S. Berg | — | $— | 4,091 | (2) | $785,472 | (2) | ||||
4,433 | (3) | $833,980 | (3) | |||||||
8,151 | (4) | $1,409,471 | (4) | |||||||
Chris J. Cheatwood | — | $— | 4,895 | (2) | $939,840 | (2) | ||||
5,319 | (3) | $1,000,663 | (3) | |||||||
8,840 | (4) | $1,528,613 | (4) | |||||||
J.D. Hall | — | $— | 1,905 | (2) | $270,720 | (2) | ||||
2,660 | (3) | $500,426 | (3) | |||||||
4,401 | (4) | $761,021 | (4) | |||||||
1,410 | (5) | $365,760 | (5) |
(1) | None of the NEOs exercised stock options during 2017. |
(2) | The value realized with respect to vesting of restricted stock is based on the closing price per share of $192 of the Company's common stock on February 17, 2017, the most recent closing price of the Company's common stock prior to the date of vesting of the awards on February 18, 2017. |
(3) | These shares vested as of February 22, 2017, in respect of the special retention awards granted in 2012. These awards had a longer vesting period than the Company's annual awards, with no vesting having occurred until February 2015, the third anniversary of the date of grant. One-third of the shares awarded vested in each of 2015, 2016 and 2017. The value realized as reported in column (e) is based on the closing price of $188.13 of the Company's common stock on February 22, 2017. |
(4) | These shares vested as of December 31, 2017, in respect of the performance unit awards granted in 2015, with the number of shares of common stock earned with respect to such awards determined on the basis of the Company's achievement of performance objectives for the performance period beginning January 1, 2015 and ending on December 31, 2017. For this performance period, the Company's TSR resulted in a ranking of fourth place, providing a payout of 150 percent of the "Target" number of performance units awarded, in accordance with the table in the section above entitled "Narrative Disclosure for the 2017 Grants of Plan-Based Awards Table." The value realized with respect to these earned performance units is based on the closing price of $172.85 of the Company's common stock on December 29, 2017, the last trading day of 2017. |
(5) | These shares vested as of February 18, 2017, in respect of a special retention award granted to Mr. Hall in 2014. This award has a longer vesting period than the Company's annual awards, with no vesting having occurred until February 2017, the third anniversary of the date of grant. One-third of the shares awarded vested in each of February 2017 and 2018, and the remaining shares will vest in February 2019, subject to Mr. Hall’s remaining employed with the Company continuously through each vesting date. The value realized as reported in column (e) is based on the closing price of $192 of the Company's common stock on February 18, 2017, the most recent closing price of the Company's common stock prior to the date of vesting of the awards on February 18, 2017. |
Name | Executive Contributions in Last FY (1) | Registrant Contributions in Last FY (2) | Aggregate Earnings in Last FY (3) | Aggregate Balance at Last FYE (4) | ||||||||
($) | ($) | ($) | ($) | |||||||||
(a) | (b) | (c) | (d) | (f) | ||||||||
Timothy L. Dove | $86,540 | $86,540 | $742,509 | $3,984,159 | ||||||||
Richard P. Dealy | $86,909 | $57,939 | $458,959 | $3,384,663 | ||||||||
Mark S. Berg | $41,000 | $41,000 | $8,172 | $1,025,994 | ||||||||
Chris J. Cheatwood | $114,234 | $45,694 | $399,066 | $2,993,726 | ||||||||
J.D. Hall | $134,453 | $44,844 | $184,461 | $1,329,513 |
(1) | The amounts reported in this column were deferred at the election of the NEO and are also included in the amounts reported in the Salary or Bonus column of the "Summary Compensation Table" for 2017. |
(2) | The amounts in this column are also included in the All Other Compensation column of the "Summary Compensation Table" for 2017. |
(3) | The amounts in this column represent aggregate earnings on the investments made in the non-qualified deferred compensation plan that accrued during 2017 on amounts of salary and/or bonus deferred at the election of the NEO and the contributions made by the Company for each NEO pursuant to the Company's non-qualified deferred compensation plan. No earnings are above-market or preferential. |
(4) | The aggregate balance for each NEO reflects the cumulative value, as of December 31, 2017, of the contributions to the Company's non-qualified deferred compensation plan made by that NEO and the Company for the NEO's account, and any earnings on these amounts, since the NEO began participating in the plan. The Company has previously reported the Company contributions, executive contributions and above-market returns (to the extent the NEO's compensation was required to be reported for the NEO pursuant to SEC rules) in its Summary Compensation Table since the 2006 fiscal year. The cumulative amount previously reported in the Summary Compensation Table for each of the NEOs, other than Mr. Hall, since 2006 was as follows: Mr. Dove, $1,490,867; Mr. Dealy, $1,362,283; Mr. Berg, $732,966; and Mr. Cheatwood, $1,460,785. Mr. Hall has not previously appeared in the Company's proxy statement as an NEO. |