DEF 14A 1 lctra2022_def14a.htm COTERRA ENERGY INC. - DEF 14A COTERRA ENERGY INC.- DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )

Filed by the Registrant

Filed by a Party other than the Registrant

Check the appropriate box:
	Preliminary Proxy Statement
	Confidential, for Use of the Commission Only (as permitted by Rule 14A-6(E)(2))
	Definitive Proxy Statement
	Definitive Additional Materials
	Soliciting Material under §240.14a-12

COTERRA ENERGY INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):
	No fee required.
	Fee paid previously with preliminary materials.
	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

MESSAGE FROM
THE EXECUTIVE CHAIRMAN
OF THE BOARD AND THE CHIEF
EXECUTIVE OFFICER

March 18, 2022

Dear Coterra Energy Shareholders,

This past year marked a significant step forward for the two legacy companies that combined to form Coterra Energy Inc., one of the premier oil and gas companies in North America. Thank you for your support of this transformative merger with your overwhelmingly strong vote in favor of the merger and for your trust in our team. Our Company stands at the top of the upstream exploration and production segment with two “core” basins and one of the best balance sheets in our industry. This blueprint affords us significant financial sustainability across commodity price cycles with the ability to return higher levels of capital to you – our shareholders.

Operationally, by placing a best-in-class oil asset with a best-in-class natural gas asset, we created a diversified portfolio for our capital investments, which allows us to pivot between commodities to maximize returns during commodity price cycles. This optionality benefits all Coterra stakeholders and creates a strong financial position for the organization.

We are now over six months into the integration of the two legacy companies into one Coterra. Our team is collaborating and working well together. And in the waning stages of the ongoing pandemic, our employees continue to safely conduct our field operations and lead our company-wide integration efforts. Their dedication and commitment are very much recognized and appreciated. From these efforts we are beginning to experience the initial cost synergies that were introduced in our merger announcement.

From the ever important Environmental, Social and Governance (ESG) lens, we took the best policies from each legacy company as our starting point and are building on that platform. We are committed to environmental stewardship & sustainability reporting, including currently reporting in line with SASB standards, adding TCFD-based disclosures in the future and reducing GHG emissions across our portfolio. To further bolster our commitment to sustainability, executive compensation will include metrics related to emissions reductions.

We take our social responsibilities seriously and are committed to supporting the communities in which we operate, funding education, healthcare and, when they arise, emergency needs of those communities. We fully support diversity among our employees and management, including among our Board members, and we strive for top-tier benefits for our employees and their families delivered at nominal cost to them to minimize the financial burden of health care and to increase wellness.

In terms of governance, we believe in a strong, independent Board of Directors, evidenced by our Board’s composition and tenure; transparency in our activities that may impact shareholders, including our corporate political contributions, which are fully disclosed on our website; and rigorous shareholder rights, such as proxy access and the ability to act by written consent. These governance principles, while present to some extent in both legacy companies, have been solidified and strengthened in Coterra.

As the two leaders of the talented, diverse group of independent directors and the dedicated and accomplished management team of Coterra, we are exceptionally proud of the company that was created this past year and the opportunities ahead for our fellow shareholders. Thank you, again, for your trust and your investment in this future.


	Dan O. Dinges		Thomas E. Jorden
	Executive Chairman		Chief Executive Officer and President

April 29, 2022

8:00 a.m., Central Time

Hotel ZaZa Memorial City
9787 Katy Freeway
Houston TX, 77024
And
Virtually at www.virtualshareholdermeeting.com/CTRA2022

PURPOSE OF THE MEETING:

1.	To elect each of the ten persons named in the attached Proxy Statement to the Board of Directors of the Company for a one-year term.
2.	To ratify the appointment of the firm PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for its 2022 fiscal year.
3.	To approve, by non-binding advisory vote, the compensation of our named executive officers.
4.	To transact such other business as may properly come before the meeting or any adjournments or postponements thereof.

Each of these items is fully described in the attached Proxy Statement, which is made a part of this Notice. March 18, 2022 By Order of the Board of Directors, Deidre L. Shearer Vice President and Corporate Secretary

NOTICE
of Annual Meeting of Shareholders

RECORD DATE

Only holders of record of our common stock on March 8, 2022 will be entitled to notice of and to vote at the Annual Meeting.

IF YOU PLAN TO ATTEND THE ANNUAL MEETING IN PERSON:

•

Registered stockholders will be asked to present a valid government-issued photo identification. If your shares are held in the name of your broker, bank or other nominee, you must bring to the meeting a valid government-issued photo identification and an account statement or letter (and a legal proxy if you wish to vote your shares) from the nominee indicating that you beneficially owned the shares on the record date for voting.

•

We ask that you follow recommended guidance, mandates and applicable executive orders from federal and state authorities regarding COVID-19. We will require all attendees to comply with the Company’s policies in place at the time of the meeting, which may include a temperature check, completing a health check questionnaire, wearing a mask and maintaining six-foot social distance. If you are not feeling well, have had close contact (defined as being within six feet for 15 minutes or more without facial covering) with someone who has tested positive for COVID-19, or think you may have been exposed to COVID-19, we ask that you vote by proxy for the meeting.

IF YOU PLAN TO ATTEND THE ANNUAL MEETING VIRTUALLY:

•

You must visit www.virtualshareholdermeeting.com/CTRA2022. You will need the 16-digit control number included on your Notice of Internal Availability of Proxy Materials, your proxy card or the instructions that accompanied your proxy materials. If you do not have your 16-digit control number and attend the meeting online, you will be able to listen to the meeting only - you will not be able to vote or submit questions during the meeting.

VOTING PROCEDURES:

Please vote your shares as promptly as possible, even if you plan to attend the Annual Meeting, by one of the following methods:	INTERNET Use the instructions on the proxy card or voting instruction form	BY TELEPHONE Use the instructions on the proxy card or voting instruction form	BY MAIL Complete and return the enclosed proxy card or voting instruction form in the postage-paid envelope provided	BY ATTENDING IN PERSON OR VIRTUALLY You may also vote at the Annual Meeting by attending in person or virtually

TABLE OF CONTENTS

Proxy Summary	05
Annual Meeting Information	05
Voting Methods	05
Matters to be Voted on and Recommendation	05
Director Nominees	06
Governance Highlights	07
2021 Financial and Operational Highlights	07
Executive Compensation Highlights	08
Aligning 2022 Compensation Program with Best Practices	08

PROPOSAL 1: Election of Directors	09
Certain Information Regarding Nominees	09

Security Ownership	17
Principal Stockholders	17
Directors and Executive Officers	18
Policy on Related Party Transactions	18
Related Party Transactions	19
Section 16(a) Beneficial Ownership Reporting Compliance	19

Corporate Governance Matters	19
Director Nominations and Qualifications	19
Board of Directors Leadership Structure	22
Board Meetings and Committees	22
Board of Directors Oversight of Risk and Environmental, Social and Governance (ESG) Matters	25
Director Compensation	26
Code of Business Conduct and Conflicts of Interest	27

Compensation Discussion and Analysis	28
Executive Summary	28
Overview of Our Compensation Program	31
Elements of Our Compensation Program	32
Executive Compensation	33
Industry Peer Group	34
Role of the Compensation Consultant	35
Role of Executives in Establishing Compensation	35
2021 Compensation Decisions	36
Aligning 2022 Compensation Program with Best Practices	45
Other Compensation Policies	45
Executive Compensation Business Risk Review	49
Compensation Committee Report	49

Executive Compensation	50
Summary Compensation Table	50
CEO Pay Ratio	52
2021 Grants of Plan-Based Awards	53
Outstanding Equity Awards at Fiscal Year-End 2021	55
2021 Option Exercises and Stock Vested	56
2021 Nonqualified Deferred Compensation	56
Potential Payments Upon Termination or Change in Control	58

PROPOSAL 2: Appointment Of Independent Registered Public Accounting Firm	65

Audit Committee Report	66

PROPOSAL 3: To Approve, By Non-Binding Advisory Vote, The Compensation Of Our Named Executive Officers	67

General Information	68

APPENDIX A Explanation and Reconciliation of Non-GAAP Financial Measures	A-1
Reconciliation of Discretionary Cash Flow and Free Cash Flow	A-1
Reconciliation of EBITDAX	A-2
Reconciliation of Net Debt to EBITDAX	A-3

COTERRA • 2022 PROXY STATEMENT



DATE AND TIME	PLACE	RECORD DATE	VOTING

April 29, 2022 8:00 a.m. Central Time	Hotel ZaZa Memorial City 9787 Katy Freeway Houston, Texas 77024 Virtually at www.virtualshareholdermeeting.com/CTRA2022	March 8, 2022 Shares Outstanding: 810,978,794	Only holders of record of our common stock will be entitled to notice of and to vote at the Annual Meeting.

	METHOD		INSTRUCTION
	IN PERSON OR VIRTUALLY		you may attend the Annual Meeting and vote in person or, during the meeting, go to www.virtualshareholdermeeting.com/CTRA2022 to vote;

	BY INTERNET		log onto www.proxyvote.com and use the instructions on the proxy card or voting instruction form received from your broker or bank;

	BY TELEPHONE		dial 1.800.690.6903 and use the instructions on the proxy card or voting instruction form received from your broker or bank (if available); or

	BY MAIL		complete and return the enclosed proxy card or voting instruction form in the postage-paid envelope provided (for stockholders receiving paper copies only).

PROPOSAL	MATTER	BOARD VOTE RECOMMENDATION	PAGE REFERENCE
1.	The election of the ten director candidates named herein.	FOR	9
2.	Ratification of the appointment of the firm PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for its 2022 fiscal year.	FOR	65
3.	The approval on an advisory basis of executive compensation.	FOR	67



DAN O. DINGES Executive Chairman of Coterra Energy Age 68 Years Served 20 Other public company boards: 1 • None	THOMAS E. JORDEN Chief Executive Officer and President of Coterra Age 65 Years Served <1 Other public company boards: None	LISA A. STEWART Lead Director Executive Chairman of Sheridan Production Partners Age 64 Years Served <1 Other public company boards: 2 • Western Midstream Partners LP • Jadestone Energy	DOROTHY M. ABLES Former Chief Administrative Officer of Spectra Energy Corp Age 64 Years Served 6 Other public company boards: 1 • Martin Marietta Materials Inc.	ROBERT S. BOSWELL Chairman and CEO of Laramie Energy, LLC Age 72 Years Served 6 Other public company boards: 1 • Enerflex Ltd. (Canadian)



AMANDA M. BROCK CEO Aris Water Age 61 Years Served 4 Other public company boards: 1 • Macquarie Infrastructure Corporation • Aris Water	PAUL N. ECKLEY Former Senior Vice President – Investments of State Farm^® Corporate Headquarters Age 67 Years Served <1 Other public company boards: None	HANS HELMERICH Chairman of the Board of Helmerich & Payne Age 63 Years Served <1 Other public company boards: 1 • Helmerich & Payne, Inc.	FRANCES M. VALLEJO Former Vice President for Corporate Planning and Development of ConocoPhillips Age 57 Years Served <1 Other public company boards: 1 • Crestwood Energy Partners, LP	MARCUS A. WATTS President of The Friedkin Group Age 64 Years Served 4 Other public company boards: 1 • Service Corporation International

•	Free Cash Flow:⁽²⁾Generated free cash flow of $1.083 billion on the strength of the acquired assets in the Merger and improved commodity prices.
•	Returns to Shareholders: Continuing the legacy of returning at least 50 percent of free cash flow to shareholders, the Company returned 60 percent of 2021’s free cash flow in the form of dividends – including an increased base dividend, supplemented with a variable dividend.
•	Reserves: As a result of both the Merger and our capital investment activity in 2021, our absolute reserves grew by 27 percent from the prior year and our reserves as of December 31, 2021 changed from 100 percent natural gas to approximately 86 percent natural gas and 14 percent oil and natural gas liquids.
•	Production: As a result of the Merger, absolute production increased 17 percent from 2020 levels to 167.1 MMBOE for the year.
•	Debt and Leverage: During the year the Company repaid $188 million in maturing long term debt. With the improvement in pricing, and taking into account the acquired debt from the Merger, the Company still experienced a reduction in our leverage ratio (net debt to EBITDAX)⁽²⁾ from 1.38x in 2020 to .95x in 2021.
•	Sustainability: In 2021 the Company reduced greenhouse gas emissions, methane intensity and high-pressure flaring intensity from previous levels of both companies involved in the Merger, in its ongoing commitment to environmental, social and governance leadership.

(1)	These results reflect nine months of Cabot Oil & Gas Corporation results and three months of the combined results following the effective time of the Merger.
(2)	Free cash flow and net debt to EBITDAX are not measures calculated in accordance with generally accepted accounting principles (GAAP). See Appendix A for additional information.

What we do:		What we don’t do:
	For 2022, added emissions reductions target metric to the short-term incentive program (p.45)		No vesting periods of less than three years for equity awards issued in February 2022
	Emphasis on long-term, performance-based equity compensation (p.30)		No hedging or pledging of company stock by executive officers or directors
	Short-term incentive compensation based on disclosed performance metrics (with payout caps), including operational, financial and returns metrics (p.40)		No excise tax gross-ups for executive officers appointed after 2010
	Substantial stock ownership and retention requirements for executive officers and directors (p.49)		No vesting of equity awards after retirement if competing with Company
	Provide for “double trigger” cash payouts in change-in-control agreements (p.58)		No re-pricing or discounting of options or SARs
	Clawback policy (p.46)		No performance metrics that would encourage excessive risk-taking
	Hold annual advisory “say-on-pay” vote (p.67)
	Only independent directors on Compensation Committee (p.23)
	Use an independent compensation consultant (p.35)

	•	Following Mr. Jorden’s December 2021 grant of time-based restricted stock units representing the legacy Cimarex annual award, the Committee approved 100% performance-based awards in February 2022 so that the average of Mr. Jorden’s 2021 and 2022 annual grants is at least 50% performance-based
	•	The Committee expects Mr. Jorden’s annual long-term incentive grants in 2023 and beyond to be consistent with the other NEOs’ 2022 grants, which consisted of 60% performance-based awards

•	Added two broad market indices to executives’ long-term performance awards that are based on relative TSR, reflecting Coterra’s willingness to compete with investment dollars across industries
•	Capped relative TSR award payout at 100% of target if Coterra’s TSR is negative over the performance period
•	55^th percentile relative TSR performance required to receive target payout
•	Adopted three-year cliff vest on time-based RSUs, strengthening retention and alignment with shareholders
•	Aligned short-term incentive plan metrics with Coterra’s value proposition communicated to shareholders when seeking approval of the Merger

	•	Focused incentives on return on invested capital, free cash flow, and ESG goals related to emissions reduction targets
	•	Reduced the overall maximum plan payout from 250% to 200% of target
	•	Removed the conditional multiplier from the short-term incentive calculation

PROXY SUMMARY
PROXY SUMMARY

•	personal and professional integrity;
•	a record of achievement, and a position of leadership in his/ her field with the interest and intellect to be able to address energy industry challenges and opportunities;
•	the ability to think strategically and the insight to assist management in placing the Company in a competitive position within the industry; and
•	the time to attend Board meetings and the commitment to devote any reasonable required additional time to deal with Company business.

Age: 64 Director Since: 2015 Committee Memberships: • Audit (Chair); Governance and Social Responsibility	DOROTHY M. ABLES
	BUSINESS EXPERIENCE: • Spectra Energy Corp - Chief Administrative Officer – 2008 to 2017 - Vice President, Audit Services and Chief Ethics & Compliance Officer – 2007 to 2008	• Duke Energy Corporation - Vice President, Audit Services – 2004 to 2006 • Duke Energy Gas Transmission - Senior Vice President and Chief Financial Officer – 1998 to 2004
	OTHER DIRECTORSHIPS: • Martin Marietta Materials Inc. - November 2018 to present
	KEY SKILLS, ATTRIBUTES AND QUALIFICATIONS: Ms. Ables brings a depth of experience in the natural gas transportation and marketing aspects of our industry, having served in positions of leadership with Spectra Energy Corp and its predecessor companies for over 30 years, as well as extensive financial expertise to our Board. The Board considered Ms. Ables’ extensive experience in the pipeline, processing and midstream business as adding value to our stockholders at a time in our business when transportation is crucial to our strategy. Ms. Ables’ financial expertise acquired through serving as Chief Financial Officer of Duke Energy Gas Transmission and later as Vice President of Audit Services of both Spectra Energy Corp and Duke Energy was also a key attribute leading to her appointment and to her February 2019 appointment as the Chair of our Audit Committee. Most recently, Ms. Ables gained executive experience as the Chief Administrative Officer of Spectra Energy Corp, from 2008 until her February 2017 retirement effective upon Spectra’s merger with Enbridge Inc. While serving in that role, Ms. Ables had responsibility for human resources, information technology, community relations and support services. Ms. Ables has prior governance experience gained from prior service on the Board of Directors of BJ Services, Inc. from July 2017 to October 2020 and the Board of Directors of Spectra Energy Corp’s publicly traded master limited partnership, Spectra Energy Partners, LP. Ms. Ables has served on the Board of Directors of Martin Marietta Materials Inc. since November 2018. Ms. Ables is also very active in community and charitable endeavors, including serving on the Board of Directors of the Houston Methodist Hospital Foundation since May 2017 and the Board of Trustees of United Way of Greater Houston from 2008 to April 2016 and was re-appointed to the Board of Trustees in April 2018. This diversity of background and leadership experience make her a valuable contributor to our Board and to the Audit and Governance and Social Responsibility Committees of our Board.


PUBLIC COMPANY C-SUITE	PRIVATE COMPANY C-SUITE	EXPLORATION & PRODUCTION	RELATED INDUSTRY EXPERIENCE	OTHER PUBLIC COMPANY BOARDS	FINANCIAL/ ACCOUNTING EXPERTISE	LEGAL	OPERATING/ STRATEGIC RESPONSIBILITY	HSE RESPONSIBILITY

Age: 72 Director Since: 2015 Committee Memberships: • Environment, Health & Safety; Audit	ROBERT S. BOSWELL
	BUSINESS EXPERIENCE: • Laramie Energy LLC - Chairman of the Board and Chief Executive Officer – 2007 to present • Laramie Energy I, LLC - Chairman of the Board and Chief Executive Officer – 2004 to 2007	• Forest Oil Corporation - Chairman of the Board and Chief Executive Officer – 1989 to 2003
	OTHER DIRECTORSHIPS: • Enerflex Ltd. - 2011 to present
	KEY SKILLS, ATTRIBUTES AND QUALIFICATIONS: Mr. Boswell has management and operating experience as an executive in the upstream industry and brings an extensive technical understanding of the development of oil and gas reserves, as well as financial expertise to our Board. Mr. Boswell’s distinguished career includes serving as Chairman and Chief Executive Officer of exploration and production companies for over 30 years, including overseeing the turnaround of Forest Oil Corporation, a mid-sized public exploration and production company, and the sale of Laramie Energy I, a private company which he founded, for over $1 billion. Throughout his career, Mr. Boswell has successfully led a number of upstream companies through the life cycle of capital-raising: growing reserves, production and profitability through both acquisitions and development of existing properties, and sale or merger and acquisition transactions. His most recent success with private companies Laramie Energy I and his current venture, Laramie Energy LLC, operating in the Piceance Basin, has provided him with tremendous experience in unconventional resource plays, which is relevant to the Company’s operations in the Marcellus Shale. He also brings extensive financial expertise gained through both acting as Chief Financial Officer of public and private companies and supervising them as Chief Executive Officer. Mr. Boswell is currently serving as a director of Enerflex Ltd., a Canadian public company that manufactures and sells natural gas transmission and process equipment worldwide. Mr. Boswell’s management, technical and financial expertise are a tremendous asset to our Board and the committees on which he serves, and his operations experience is invaluable to his service on the Environment, Health & Safety Committee.

Age: 61 Director Since: 2017 Committee Memberships: • Compensation; Environment, Health & Safety	AMANDA M. BROCK
	BUSINESS EXPERIENCE: • Aris Water Solutions, Inc. - Chief Executive Officer – September 2021 to present - President and Chief Operating Officer – September 2020 to September 2021 - Chief Operating Officer – July 2018 to September 2020	- Chief Commercial Officer – February 2018 to September 2020 • Water Standard - Chief Executive Officer – 2009 to 2017
	OTHER DIRECTORSHIPS: • Aris Water Solutions, Inc. – September 2021 to present • Macquarie Infrastructure Corporation – August 2018 to present
	KEY SKILLS, ATTRIBUTES AND QUALIFICATIONS: Ms. Brock was appointed in August 2017, adding to our Board her diverse experience and background, which she gained from her distinguished career building and managing global infrastructure businesses in the oil and gas, water and power industries. Ms. Brock is currently Chief Executive Officer of Aris Water Solutions, Inc., a publicly traded growth-oriented environmental infrastructure and solutions company that owns, operates and designs crucial water midstream assets across key unconventional U.S. basins. Ms. Brock joined Aris Water (formerly Solaris Midstream) in 2017 as the Senior Commercial Advisor and assumed the President and Chief Operating Officer positions in September 2020 and July 2018, respectively. Ms. Brock also served as Chief Commercial Officer of Solaris Midstream from February 2018 to September 2020. Prior to that, Ms. Brock served as Chief Executive Officer of Water Standard, a water treatment company focused on water-based enhanced oil recovery, recycling and reuse of water and produced water treatment from 2009. Prior to her appointment at Water Standard, Ms. Brock served as Executive Director and President, Americas, of Azurix, a global water treatment and services company and subsidiary of Enron Corp., from 1999 to 2002, and for Enron Corp. in various other capacities from 1991, including President of a division responsible for the management of power plants, related assets and joint ventures worldwide. Her expertise and depth of knowledge in the water management aspects of the oil and gas industry, as well as her global perspective, executive management and financial expertise, were considered by our Board as key attributes leading to her appointment. Ms. Brock has received numerous professional awards throughout her career, including being named one of the 25 most influential women in Energy by Hart Energy’s Oil and Gas Investor Magazine in 2020, being named one of the top 25 people globally in water and wastewater in 2016 by Water and Wastewater International, being named as a Houston Business Journal honoree for Women in Energy in 2016, and being inducted into the 2017 Greater Houston Women’s Hall of Fame. Ms. Brock also serves as Chair of the Texas Business Hall of Fame. Ms. Brock obtained her law degree from Louisiana State University, where she was a member of the Law Review, after completing her undergraduate studies in South Africa.

Age: 67 Director Since: 2021 Committee Memberships: • Compensation (Chair); Governance and Social Responsibility		PAUL N. ECKLEY


		BUSINESS EXPERIENCE: • State Farm - Senior Vice President – 1998 to 2020 - Vice President, Common Stocks – 1995 to 1998 - Investment Officer – 1990 to 1995 - Investment Analyst – 1977 to 1990 OTHER DIRECTORSHIPS: • None KEY SKILLS, ATTRIBUTES AND QUALIFICATIONS: Mr. Eckley was appointed in October 2021 in connection with the consummation of the Merger. Mr. Eckley has a wealth of experience in investments in public and private companies, including companies in the oil and gas industry, and extensive leadership roles that are key attributes that make him well qualified to serve our Board. He has had a distinguished career of over 43 years and has served in various capacities and most recently served as Senior Vice President – Investments at State Farm® Corporate Headquarters in Bloomington, Illinois until his retirement in 2020. With this experience, Mr. Eckley brings considerable value in his service as Chair of the Compensation Committee. Mr. Eckley also has previously served as Director of the Emerging Markets Growth Fund owned by the Capital Group, which included serving as Chairman of the Board.

Age: 63 Director Since: 2021 Committee Memberships: • Compensation; Environment, Health and Safety		HANS HELMERICH


		BUSINESS EXPERIENCE: • Helmerich & Payne, Inc. - Chief Executive Officer – 1989 to 2014 - President – 1989 to 2012 OTHER DIRECTORSHIPS: • Helmerich & Payne, Inc. - 1987 to present • Atwood Oceanics, Inc. - 1989 to 2017 KEY SKILLS, ATTRIBUTES AND QUALIFICATIONS: Mr. Helmerich was appointed in October 2021 in connection with the consummation of the Merger. Mr. Helmerich currently serves as Chairman of Helmerich & Payne, Inc. (“H&P”), a publicly held company primarily engaged in contract drilling services for oil and gas exploration and production companies. H&P uses drilling rigs it designs and builds and is one of the major land and offshore platform drilling companies in the world. Mr. Helmerich has had an extensive career with H&P, which includes serving as Chief Executive Officer and as President. Mr. Helmerich’s background with the drilling sector of the oil and gas business provides the Board with insight into an aspect of Company’s business that represents a significant expenditure in the Company’s capital budget. His over 25 years of executive experience provide a strong background for his service on the Board and on the Compensation Committee. In addition, his service as a Director and Chairman of H&P, and his former service as a Trustee of The Northwestern Mutual Life Insurance Company and Director of Atwood Oceanics, Inc. provides him with additional experience and knowledge invaluable to his service on the Board.

Age: 65 Director Since: 2021 Committee Memberships: • Executive Position: • Chief Executive Officer and President		THOMAS E. JORDEN


		BUSINESS EXPERIENCE: • Cimarex Energy Co. - Chief Executive Officer – 2011 to 2021 - Executive Vice President—Exploration – 2003 to 2011 - Vice President—Exploration – 2002 to 2003 OTHER DIRECTORSHIPS: • None KEY SKILLS, ATTRIBUTES AND QUALIFICATIONS: Mr. Jorden was appointed in October 2021 in connection with the consummation of the Merger. Mr. Jorden is the Chief Executive Officer and President of Coterra, following his tenure at Cimarex. At Cimarex, he began serving as Executive Vice President of Exploration when the company was formed in 2002. In 2011, he became Chief Executive Officer and President of Cimarex and then Chairman of the Board in 2012. Prior to the formation of Cimarex, Mr. Jorden held multiple leadership roles at Key Production Company, Inc. (“Key”), Cimarex’s predecessor. He joined Key in 1993 as Chief Geophysicist and went on to become Executive Vice President of Exploration. Before joining Key, Mr. Jorden was with Union Pacific Resources and Superior Oil Company.

Age: 64 Director Since: 2021 Committee Memberships: • Executive; Audit; Environment, Health & Safety Position: • Lead Director	LISA A. STEWART
	BUSINESS EXPERIENCE: • Sheridan Production Partners - Executive Chairman – 2006 to present - President and Chief Executive Officer – 2016 to 2020 - Chief Investment Officer – 2006 to 2020 • El Paso Corporation - Executive Vice President – 2004 to 2006	• El Paso E&P - President – 2004 to 2006 • Apache Corporation - Executive Vice President and various capacities – 1984 to 2004
	OTHER DIRECTORSHIPS: • Western Midstream Partners, LP - 2020 to present • Jadestone Energy - 2019 to present	• Talisman Energy, Inc. - 2009 to 2015
	KEY SKILLS, ATTRIBUTES AND QUALIFICATIONS: Ms. Stewart was appointed in October 2021 in connection with the consummation of the Merger. Ms. Stewart has nearly 40 years of experience in the oil and gas industry, including in reservoir engineering, business development, land and environmental, health and safety (EH&S), and extensive leadership roles. Ms. Stewart is the current Executive Chairman of Sheridan Production Partners, a privately-owned oil and gas operating company she founded in 2006. From its founding in until 2020, Ms. Stewart served as Chairman and Chief Investment Officer and for 14 years served as President and Chief Executive Officer. Prior to 2006, Ms. Stewart served as Executive Vice President of El Paso Corporation and President of El Paso E&P and in various capacities of Apache Corporation, including most recently as Executive Vice President, with responsibilities in Apache Corporation’s reservoir engineering, business development, land, EH&S, and corporate purchasing departments. Ms. Stewart currently serves on the Board of Directors of the general partner of Western Midstream Partners, LP, a publicly traded master limited partnership formed to acquire, own, develop and operate midstream energy assets. Ms. Stewart also serves as a Director of Jadestone Energy, an upstream oil and gas company in the Asia Pacific region, which focuses on production and near-term development assets. Jadestone Energy is headquartered in Singapore and is publicly traded on the Alternative Investment Market, a sub-market of the London Stock Exchange. Previously, Ms. Stewart served as a Director on the Board of Talisman Energy, Inc., a Canadian oil and gas exploration and production company traded publicly on the NYSE and the Toronto Stock Exchange until its acquisition in 2015. In 2021, Ms. Stewart received the National Association of Corporate Directors Director Certification, which is the premier director designation available in the United States. This vast array of leadership, roles and duties in the E&P and midstream segments of the oil and gas industry provide instrumental knowledge to our Board and a valuable contributor and member of the Executive and Audit Committees and Chair of the Environment, Health & Safety Committee.

Age: 57 Director Since: 2021 Committee Memberships: • Audit; Governance and Social Responsibility (Co-Chair)		FRANCES M. VALLEJO


		BUSINESS EXPERIENCE: • ConocoPhillips - Vice President Corporate Planning and Development – 2015 to 2016 - Vice President and Treasurer – 2008 to 2015 - General Manager-Corporate Planning and Budgets, and other various positions – 1987 to 2008 OTHER DIRECTORSHIPS: • Crestwood Equity Partners LP - 2021 to present KEY SKILLS, ATTRIBUTES AND QUALIFICATIONS: Ms. Vallejo was appointed in October 2021 in connection with the consummation of the Merger. Ms. Vallejo’s over 30 years of experience in the oil and gas industry and extensive leadership roles in corporate planning, budgeting, and treasury are key attributes that make her well qualified to serve our Board. Ms. Vallejo is a former executive officer of ConocoPhillips, an independent exploration and production company. Beginning in 1987, Ms. Vallejo held various positions with both ConocoPhillips and Phillips Petroleum Company, which merged with Conoco Inc. to form ConocoPhillips in 2002. She served as Vice President Corporate Planning and Development from 2015 until 2016 and as Vice President and Treasurer from 2008 until 2015. Prior to 2008, she served as General Manager—Corporate Planning and Budgets, Vice President Upstream Planning & Portfolio Management, Assistant Treasurer, Manager Strategic Transactions, and in other geophysical, commercial, and finance roles. Since 2021, Ms. Vallejo has served as a director of the general partner of Crestwood Equity Partners LP, a publicly traded master limited partnership that owns and operates oil and gas midstream assets located primarily in the Bakken Shale, Delaware Basin, Powder River Basin, Marcellus Shale and Barnett Shale. In 2021, Ms. Vallejo received the National Association of Corporate Directors Director Certification, which is the premier director designation available in the United States. She also serves on the Executive Committee (fiduciary body) of the Colorado School of Mines Foundation. Ms. Vallejo formerly served until 2016 as a member of the Board of Trustees of Colorado School of Mines and she currently serves or has served on boards of other charitable associations. This vast array of leadership, roles and duties in the E&P and midstream segments of the oil and gas industry offers considerable value to the Board and her service as Co-Chair of the Governance and Social Responsibility Committee and a member of the Audit Committee.

PROXY SUMMARY

ANNUAL MEETING INFORMATION

VOTING METHODS

MATTERS TO BE VOTED ON AND RECOMMENDATION

DIRECTOR NOMINEES

GOVERNANCE HIGHLIGHTS

2021 FINANCIAL AND OPERATIONAL HIGHLIGHTS

EXECUTIVE COMPENSATION HIGHLIGHTS

ALIGNING 2022 COMPENSATION PROGRAM WITH BEST PRACTICES

PROPOSAL 1 ELECTION OF DIRECTORS

CERTAIN INFORMATION REGARDING NOMINEES

SECURITY OWNERSHIP

PRINCIPAL STOCKHOLDERS

DIRECTORS AND EXECUTIVE OFFICERS

POLICY ON RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

CORPORATE GOVERNANCE MATTERS

DIRECTOR NOMINATIONS AND QUALIFICATIONS

PROPOSAL 1
ELECTION OF DIRECTORS

Age: 64 Director Since: 2017 Committee Memberships: • Governance and Social Responsibility (Co-Chair); Compensation		MARCUS A. WATTS


		BUSINESS EXPERIENCE: • The Friedkin Group - President – 2011 to present • Locke Lord LLP – 1984 to 2010 - Managing Partner, Houston - Vice-Chairman (Executive Committee) OTHER DIRECTORSHIPS: • Service Corporation International - 2012 to present KEY SKILLS, ATTRIBUTES AND QUALIFICATIONS: Mr. Watts joined our Board in August 2017, adding a wealth of legal, transactional and management expertise from both the oil and gas industry and other industries to our Board. Mr. Watts has served as President of The Friedkin Group, an umbrella company overseeing various business interests that are principally automotive-related, since 2011, after over 26 years of legal experience with the international law firm of Locke Lord LLP. In his prior experience with Locke Lord LLP, Mr. Watts focused on corporate and securities law, governance and related matters and served as the Managing Partner of the Houston, Texas office and Vice-Chairman of the firm-wide Executive Committee. Mr. Watts’ combination of legal and management talent is unique on our Board and he offers a fresh perspective from an industry other than our own, as well as years of experience representing oil and gas companies in his private law practice. This industry experience, as well as his legal and regulatory background, is particularly valuable to our Governance and Social Responsibility Committee of the Board, which he Co-Chairs. Mr. Watts served as a director of Complete Production Services until its merger with Superior Energy Services in 2012 and currently serves on the Board of Directors of Service Corporation International. He has also served on the boards of the Federal Reserve Bank of Dallas-Houston Branch since 2014 and the Greater Houston Partnership since 2012, and is the former Chairman of both organizations. Mr. Watts holds a law degree from Harvard Law School and a B.S. degree in Mechanical Engineering from Texas A&M University.

Name and Address of Beneficial Owner	Number of Shares of Common Stock Owned			Percent of Class
The Vanguard Group		97,354,545	⁽¹⁾		11.97	%
Capital World Investors		74,260,277	⁽²⁾		9.10	%
BlackRock, Inc.		67,851,412	⁽³⁾		8.30	%
State Street Corporation		54,572,539	⁽⁴⁾		6.71	%
Aristotle Capital Management, LLC		43,367,076	⁽⁵⁾		5.33	%

(1)	According to Amendment No. 12 to Schedule 13G, dated February 9, 2022, filed with the SEC by The Vanguard Group (100 Vanguard Blvd., Malvern, PA 19355), it has shared voting power over 1,260,285 of these shares, sole dispositive power over 94,121,086 of these shares and shared dispositive power over 3,233,459 of these shares.
(2)	According to Amendment No. 2 to Schedule 13G, dated February 14, 2022, filed with the SEC by Capital World Investors (333 South Hope Street, 55^thFloor, Los Angeles, CA 90071), it has sole voting power over all 74,260,277 shares and sole dispositive power over all 74,260,277 shares.
(3)	According to Amendment No. 12 to Schedule 13G, dated February 1, 2022, filed with the SEC by BlackRock, Inc. (55 East 52nd Street, New York, NY 10055), it has sole voting power over 60,399,526 of these shares and sole dispositive power over all 67,851,412 shares.
(4)	According to Schedule 13G, dated February 10, 2022, filed with the SEC by State Street Corporation (State Street Financial Center, One Lincoln Street, Boston, MA 02111), it has shared voting power over 51,624,983 and shared dispositive power over 54,566,359 of these shares.
(5)	According to Amendment No. 4 to Schedule 13G, dated February 14, 2022, filed with the SEC by Aristotle Capital Management, LLC (11100 Santa Monica Blvd., Suite 1700, Los Angeles, CA 90025), it has sole voting power over 38,893,012 of these shares and sole dispositive power over all 43,367,076 shares.

Name of Beneficial Owner	Number of Shares of Common Stock Owned			Percent of Class
Dorothy M. Ables		75,732	⁽¹⁾⁽²⁾		*
Robert S. Boswell		86,478	⁽²⁾		*
Amanda M. Brock		49,344	⁽²⁾		*
Paul N. Eckley		55,084			*
Hans Helmerich		1,900,196	⁽³⁾		*
Lisa A. Stewart		87,735	⁽⁴⁾		*
Frances M. Vallejo		55,084			*
Marcus A. Watts		49,344	⁽²⁾		*
Dan O. Dinges		5,180,046	⁽⁵⁾		*
Thomas E. Jorden		1,172,111	⁽⁶⁾⁽⁷⁾		*
Scott C. Schroeder		1,972,967			*
Stephen P. Bell		336,327			*
Phillip L. Stalnaker		425,439	⁽⁷⁾		*
Steven W. Lindeman		309,327	⁽⁷⁾		*
Jeffrey W. Hutton		389,149	⁽⁷⁾		*
All Directors, nominees and executive officers as a group (20 individuals)		12,837,586	^{(1)(2)(3)(4)(5)(6)(7)}		1.6	%⁽⁸⁾

*	Represents less than 1% of the outstanding Common Stock.
(1)	Includes 5,000 shares held by an immediate family member, with respect to which Ms. Ables has shared voting and investment power.
(2)	Includes the following restricted stock units held as of January 28, 2022, as to which the restrictions lapse upon the holders’ retirement from the Board of Directors: Ms. Ables, 70,732; Mr. Boswell, 81,478; Ms. Brock 49,344; and Mr. Watts, 49,344 and all directors, nominees and executive officers as a group, 250,898. No executive officers hold restricted stock units.
(3)	Includes 45,968 shares owned by Mr. Helmerich’s wife. Mr. Helmerich disclaims beneficial ownership of the shares held by his wife. Also includes 230,756 shares owned by 1993 Hans Helmerich Trust, of which Mr. Helmerich is the trustee, 44,410 shares owned by Helmerich Grandchildren LLC, of which Mr. Helmerich is the co-manager, 31,575 shares owned by Family Trust, of which Mr. Helmerich is the trustee, 147,396 shares owned by The Helmerich Trust, of which Mr. Helmerich is the co-trustee, 1,304,745 shares held by the Peggy Helmerich QTIP Trust, of which Mr. Helmerich is the trustee, and 40,146 shares held by Saddleridge, LLC, of which Mr. Helmerich owns 99% and his wife owns 1%.
(4)	Includes 5,700 shares held in an individual retirement account, with respect to which Ms. Stewart has sole voting and investment power.
(5)	Includes 1,261,330 shares held in trust for the benefit of an immediate family member, with respect to which Mr. Dinges has shared voting and investment power.
(6)	Includes 1,115,552 shares held in trust for the benefit of an immediate family member, with respect to which Mr. Jorden has shared voting and investment power.
(7)	Includes the following shares held in the Company’s Savings Investment Plan as of December 31, 2021, as to which the reporting person shares voting power with the trustee of the plan: Mr. Jorden, 56,559; Mr. Lindeman, 25,482; Mr. Stalnaker, 17,537; Mr. Hutton, 7,211; and all directors, nominees and executive officers as a group, 111,206.
(8)	There were 810,658,027 shares outstanding on January 28, 2022.

CORPORATE GOVERNANCE MATTERS
CORPORATE GOVERNANCE MATTERS

SEC Form DEF 14A filed by Coterra Energy Inc.