Crescent Energy Co. Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by Crescent Energy Company on May 19, 2025. The filing discloses the appointment of a new Chief Operating Officer and the execution of Change in Control agreements for key executives. The Company is incorporated in Delaware and trades on the New York Stock Exchange under the symbol CRGY.
Key Financial Metrics
The filing does not provide revenue, profit, cash flow, margin, debt, or liquidity metrics. This report focuses exclusively on executive compensation and governance matters.
Material Changes and Executive Compensation
On May 19, 2025, the Board appointed Jerome D. "Joey" Hall as Chief Operating Officer, effective June 2, 2025. Mr. Hall, formerly Executive Vice President of Operations at Pioneer Natural Resources, will receive the following compensation package:
- Base Salary: $625,000 annually.
- Annual Incentive: Target value of 100% of the base salary ($625,000).
- Restricted Stock Units (RSUs): Aggregate value of $3 million. $2 million vests over three years (one-third annually), and $1 million vests on the first anniversary.
- Performance Share Units (PSUs): 138,027 target units with a performance period from December 7, 2024, to December 6, 2027. Payout ranges from 0% to 240% of target based on absolute and relative total shareholder return.
Additionally, Change in Control (CIC) agreements were approved for Mr. Hall and General Counsel Bo Shi. These agreements provide for a separation payment of 2.5 times the sum of protected base salary and target/average bonus, pro-rated bonuses, accelerated equity vesting, and up to 24 months of COBRA coverage in the event of a termination without Cause or resignation for Good Reason within two years of a Change in Control.
Guidance, Outlook, and Risks
The filing contains no financial guidance, operational outlook, or discussion of market risks. The primary contingency disclosed relates to the potential financial obligations under the CIC agreements should a Change in Control occur, noting that payments are subject to "best net" tax treatment under Internal Revenue Code sections 280G and 4999.
Key Facts for Investor Verification
- Verify the effective date of Mr. Hall's employment (June 2, 2025) and the specific vesting schedules for the $3 million RSU grant.
- Confirm the performance metrics and hurdles for the 138,027 PSUs granted to Mr. Hall.
- Review the full text of the Change in Control Agreements to understand the specific definitions of "Cause" and "Good Reason."
- Note that the filing does not contain updated financial results; refer to the most recent 10-K or 10-Q for financial performance data.