Document/ExhibitDescriptionPagesSize
1: 10-K Annual Report HTML 2.79M
2: EX-2.10 Plan of Acquisition, Reorganization, Arrangement, HTML 76K
Liquidation or Succession
3: EX-10.45 Material Contract HTML 42K
4: EX-10.46 Material Contract HTML 36K
5: EX-10.47 Material Contract HTML 45K
6: EX-10.48 Material Contract HTML 47K
7: EX-10.49 Material Contract HTML 84K
8: EX-10.50 Material Contract HTML 38K
9: EX-21.1 Subsidiaries List HTML 34K
10: EX-23.1 Consent of Expert or Counsel HTML 30K
11: EX-23.2 Consent of Expert or Counsel HTML 31K
16: EX-97 Clawback Policy re: Recovery of Erroneously HTML 44K Awarded Compensation
17: EX-99.1 Miscellaneous Exhibit HTML 179K
12: EX-31.1 Certification -- §302 - SOA'02 HTML 34K
13: EX-31.2 Certification -- §302 - SOA'02 HTML 34K
14: EX-32.1 Certification -- §906 - SOA'02 HTML 31K
15: EX-32.2 Certification -- §906 - SOA'02 HTML 31K
23: R1 Cover Page HTML 98K
24: R2 Audit Information HTML 35K
25: R3 Consolidated Balance Sheets HTML 170K
26: R4 Consolidated Balance Sheets (Parenthetical) HTML 50K
27: R5 Consolidated Statements of Operations HTML 119K
28: R6 Consolidated Statements of Operations HTML 32K
(Parenthetical)
29: R7 Consolidated Statements of Stockholders' Equity HTML 90K
30: R8 Consolidated Statements of Stockholders' Equity HTML 32K
(Parenthetical)
31: R9 Consolidated Statements of Cash Flows HTML 133K
32: R10 Consolidated Statements of Cash Flows HTML 36K
(Parenthetical)
33: R11 Summary of Significant Accounting Policies HTML 86K
34: R12 Acquisitions and Divestitures HTML 83K
35: R13 Revenue Recognition HTML 58K
36: R14 Accounts Payable and Accrued Expenses HTML 44K
37: R15 Long-Term Debt HTML 83K
38: R16 Commitments and Contingencies HTML 51K
39: R17 Stock-Based Compensation HTML 87K
40: R18 Fair Value Measurements HTML 54K
41: R19 Derivatives HTML 182K
42: R20 Asset Retirement Obligations HTML 47K
43: R21 Earnings Per Share HTML 50K
44: R22 Income Taxes HTML 97K
45: R23 Leases HTML 131K
46: R24 Supplemental Disclosures of Cash Flow Information HTML 49K
47: R25 Stockholders' Equity HTML 51K
48: R26 Disclosures About Crude Oil and Natural Gas HTML 154K
Producing Activities (Unaudited)
49: R27 Summary of Significant Accounting Policies HTML 119K
(Policies)
50: R28 Summary of Significant Accounting Policies HTML 42K
(Tables)
51: R29 Acquisitions and Divestitures (Tables) HTML 76K
52: R30 Revenue Recognition (Tables) HTML 54K
53: R31 Accounts Payable and Accrued Expenses (Tables) HTML 44K
54: R32 Long-Term Debt (Tables) HTML 62K
55: R33 Commitments and Contingencies (Tables) HTML 41K
56: R34 Stock-Based Compensation (Tables) HTML 85K
57: R35 Fair Value Measurements (Tables) HTML 45K
58: R36 Derivatives (Tables) HTML 185K
59: R37 Asset Retirement Obligations (Tables) HTML 45K
60: R38 Earnings Per Share (Tables) HTML 46K
61: R39 Income Taxes (Tables) HTML 95K
62: R40 Leases (Tables) HTML 99K
63: R41 Supplemental Disclosures of Cash Flow Information HTML 49K
(Tables)
64: R42 Stockholders' Equity (Tables) HTML 42K
65: R43 Disclosures About Crude Oil and Natural Gas HTML 161K
Producing Activities (Unaudited) (Tables)
66: R44 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - HTML 53K
Narrative (Details)
67: R45 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - HTML 44K
Concentrations of Credit Risk (Details)
68: R46 ACQUISITIONS AND DIVESTITURES - Narrative HTML 81K
(Details)
69: R47 ACQUISITIONS AND DIVESTITURES - Purchase Price HTML 80K
Allocation (Details)
70: R48 ACQUISITIONS AND DIVESTITURES - Consideration HTML 44K
Transferred (Details)
71: R49 ACQUISITIONS AND DIVESTITURES - Pro Forma HTML 41K
Information (Details)
72: R50 REVENUE RECOGNITION - Schedule of Revenue by HTML 55K
Revenue Stream (Details)
73: R51 REVENUE RECOGNITION - Narrative (Details) HTML 32K
74: R52 ACCOUNTS PAYABLE AND ACCRUED EXPENSES - Accounts HTML 50K
Payable and Accrued Expenses (Details)
75: R53 LONG-TERM DEBT - Schedule of Carrying Values HTML 68K
(Details)
76: R54 LONG-TERM DEBT - Narrative (Details) HTML 253K
77: R55 LONG-TERM DEBT - Schedule of Debt Outstanding and HTML 56K
Borrowing Capacity (Details)
78: R56 COMMITMENTS AND CONTINGENCIES - Narrative HTML 89K
(Details)
79: R57 COMMITMENTS AND CONTINGENCIES - Schedule of HTML 47K
Purchase Obligations (Details)
80: R58 STOCK-BASED COMPENSATION - Narrative (Details) HTML 112K
81: R59 STOCK-BASED COMPENSATION - Schedule of Expenses HTML 46K
(Details)
82: R60 STOCK-BASED COMPENSATION - Unrecognized HTML 45K
Compensation Expense (Details)
83: R61 STOCK-BASED COMPENSATION - Activity of Non-Option HTML 79K
Awards (Details)
84: R62 STOCK-BASED COMPENSATION - Valuation Assumptions HTML 57K
(Details)
85: R63 STOCK-BASED COMPENSATION - Activity of Stock HTML 55K
Options (Details)
86: R64 FAIR VALUE MEASUREMENTS - Schedule of HTML 46K
Non-financial Assets and Liabilities (Details)
87: R65 FAIR VALUE MEASUREMENTS - Narrative (Details) HTML 55K
88: R66 DERIVATIVES - Commodity Derivatives (Details) HTML 73K
89: R67 DERIVATIVES - Narrative (Details) HTML 36K
90: R68 DERIVATIVES - Derivative Positions (Details) HTML 72K
91: R69 DERIVATIVES - Derivative Gain (Loss) (Details) HTML 46K
92: R70 ASSET RETIREMENT OBLIGATIONS - Schedule of HTML 48K
Roll-Forward Activity (Details)
93: R71 EARNINGS PER SHARE - Narrative (Details) HTML 55K
94: R72 EARNINGS PER SHARE - Schedule of Earnings Per HTML 60K
Share (Details)
95: R73 INCOME TAXES - Provision for Income Taxes HTML 53K
(Details)
96: R74 INCOME TAXES - Deferred Tax Assets and Liabilities HTML 66K
(Details)
97: R75 INCOME TAXES - Narrative (Details) HTML 39K
98: R76 INCOME TAXES - Effective Income Tax Reconciliation HTML 60K
(Details)
99: R77 LEASES - Assets and Liabilities (Details) HTML 52K
100: R78 LEASES - Lease Cost (Details) HTML 43K
101: R79 LEASES - Weighted-Average and Discount Rate HTML 41K
Information (Details)
102: R80 LEASES - Lease Maturities (Details) HTML 72K
103: R81 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION HTML 53K
- Schedule of Supplemental Cash Flow Information
(Details)
104: R82 STOCKHOLDERS' EQUITY - Narrative (Details) HTML 64K
105: R83 STOCKHOLDERS' EQUITY - Summary of Dividends Paid HTML 39K
(Details)
106: R84 Disclosures About Crude Oil and Natural Gas HTML 48K
Producing Activities (UNAUDITED) - Costs Incurred
in Oil and Natural Gas Producing Activities
(Details)
107: R85 Disclosures About Crude Oil and Natural Gas HTML 122K
Producing Activities (UNAUDITED) - Change in
Quantities of Proved Oil, Natural Gas Liquids, and
Natural Gas Reserves (Details)
108: R86 Disclosures About Crude Oil and Natural Gas HTML 89K
Producing Activities (UNAUDITED) - Discounted
Future Net Cash Flows Relating to Proved Oil and
Natural Gas Reserves (Details)
109: R87 Disclosures About Crude Oil and Natural Gas HTML 38K
Producing Activities (UNAUDITED) - Average
Wellhead Prices Used in Determining Future Net
Revenues (Details)
111: XML IDEA XML File -- Filing Summary XML 192K
114: XML XBRL Instance -- civi-20231231_htm XML 3.08M
110: EXCEL IDEA Workbook of Financial Report Info XLSX 226K
19: EX-101.CAL XBRL Calculations -- civi-20231231_cal XML 312K
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18: EX-101.SCH XBRL Schema -- civi-20231231 XSD 274K
112: JSON XBRL Instance as JSON Data -- MetaLinks 625± 977K
113: ZIP XBRL Zipped Folder -- 0001509589-24-000012-xbrl Zip 1.12M
‘EX-97’ — Clawback Policy re: Recovery of Erroneously Awarded Compensation
Civitas Resources, Inc. (the “Company”) believes that it is in the best interests of the Company and its stockholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s
pay-for-performance compensation philosophy. The Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”) has therefore adopted this policy, which provides for the recoupment of certain executive compensation in the event that the Company is required to prepare an accounting restatement of its financial statements due to material noncompliance with any financial reporting requirement under the federal securities laws (this “Policy”). This Policy is designed to comply with Section 10D of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the rules promulgated thereunder, and the listing standards of the national
securities exchange on which the Company’s securities are listed.
ADMINISTRATION
This Policy shall be administered by the Compensation Committee. Any determinations made by the Compensation Committee shall be final and binding on all affected individuals.
COVERED EXECUTIVES
This Policy applies to the Company’s current and former executive officers (as determined by the Compensation Committee in accordance with Section 10D of the Exchange Act, the rules promulgated thereunder, and the listing standards of the national securities exchange on which the
Company’s securities are listed) and such other senior executives or employees who may from time to time be deemed subject to this Policy by the Compensation Committee (collectively, the “Covered Executives”). This Policy shall be binding and enforceable against all Covered Executives.
RECOUPMENT; ACCOUNTING RESTATEMENT
In the event that the Company is required to prepare an accounting restatement of its financial statements due to the Company’s material noncompliance with any financial reporting requirement under the securities laws, including (i) any required accounting restatement to correct an error in previously issued financial statements that is material to
the previously issued financial statements, or (ii) that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (each an “Accounting Restatement”), the Compensation Committee will reasonably promptly require reimbursement or forfeiture of the Overpayment (as defined below) received by any Covered Executive (x) after beginning service as a Covered Executive, (y) who served as a Covered Executive at any time during the performance period for the applicable Incentive-Based Compensation (as defined below), and (z) during the three (3) completed fiscal years immediately preceding the date on which the Company is required to prepare an Accounting Restatement and any transition period (that results from a change in the
Company’s fiscal year) within or immediately following those three (3) completed fiscal years.
INCENTIVE-BASED COMPENSATION
For purposes of this Policy, “Incentive-Based Compensation” means any compensation that is granted, earned, or vested based wholly or in part upon the attainment of a financial reporting measure, including, but not limited to: (i) non-equity incentive plan awards that are earned solely or in part by satisfying a financial reporting measure performance goal; (ii) bonuses paid from a bonus pool, where the size of the pool is determined solely or in part by satisfying a financial reporting measure performance goal; (iii) other cash awards based on
satisfaction of a financial reporting measure performance goal; (iv) restricted stock, restricted stock units, stock options, stock appreciation rights, and performance share units that are granted or vest solely or in part based on satisfaction of a financial reporting measure performance goal; and (v) proceeds from the sale of shares acquired through an incentive plan that were granted or vested solely or in part based on satisfaction of a financial reporting measure performance goal.
Compensation that would not be considered Incentive-Based Compensation includes, but is not limited to: (i) salaries; (ii) bonuses paid solely based on satisfaction of subjective standards, such as demonstrating leadership, and/or completion of a specified employment period; (iii) non-equity incentive plan awards earned solely based on satisfaction of strategic or operational measures; (iv) wholly time-based equity awards; and (v) discretionary
bonuses or other compensation that is not paid from a bonus pool that is determined by satisfying a financial reporting measure performance goal.
A financial reporting measure is: (i) any measure that is determined and presented in accordance with the accounting principles used in preparing financial statements, or any measure derived wholly or in part from such measure, such as revenues, EBITDA, or net income or (ii) stock price and total shareholder return. Financial reporting measures include, but are not limited to: revenues; net income; operating income; profitability of one or more reportable segments; financial ratios (e.g., accounts receivable turnover and inventory turnover rates); net assets or net asset value per share; earnings before interest, taxes, depreciation and amortization; funds from operations and adjusted funds from operations; liquidity measures (e.g., working capital, operating cash flow); return measures
(e.g., return on invested capital, return on assets); earnings measures (e.g., earnings per share); sales per square foot or same store sales, where sales is subject to an accounting restatement; revenue per user, or average revenue per user, where revenue is subject to an accounting restatement; cost per employee, where cost is subject to an accounting restatement; any of such financial reporting measures relative to a peer group, where the Company’s financial reporting measure is subject to an accounting restatement; and tax basis income.
OVERPAYMENT: AMOUNT SUBJECT TO RECOVERY
The amount to be recovered will be the amount of Incentive-Based Compensation received that exceeds the amount of Incentive-Based Compensation that otherwise would have been received
had it been determined based on the restated amounts, and must be computed without regard to any taxes paid (the “Overpayment”). Incentive-Based Compensation is deemed “received” in the Company’s fiscal period during which the financial reporting measure specified in the incentive-based compensation award is attained, even if the vesting, payment or grant of the incentive-based compensation occurs after the end of that period.
For Incentive-Based Compensation based on stock price or total shareholder return, where the amount of erroneously awarded compensation is not subject to mathematical recalculation directly from the information in the Accounting Restatement, the amount must be based on a reasonable estimate of the effect of the Accounting Restatement on the stock price or total shareholder
return upon which the Incentive-Based Compensation was received, and the
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Company must maintain documentation of the determination of that reasonable estimate and provide such documentation to the exchange on which the Company’s securities are listed.
METHOD OF RECOUPMENT
The Compensation Committee will determine, in its sole discretion, the method or methods for recouping any Overpayment hereunder which may include, without limitation:
•requiring reimbursement of cash Incentive-Based Compensation previously paid;
•seeking
recovery of any gain realized on the vesting, exercise, settlement, sale, transfer, or other disposition of any equity-based awards granted as Incentive-Based Compensation;
•offsetting any or all of the Overpayment from any compensation otherwise owed by the Company to the Covered Executive;
•cancelling outstanding vested or unvested equity awards; and/or
•taking any other remedial or recovery action permitted by law, as determined by the Compensation Committee.
LIMITATION ON RECOVERY; NO ADDITIONAL PAYMENTS
The right to recovery will be limited to Overpayments
received during the three (3) completed fiscal years prior to the date on which the Company is required to prepare an Accounting Restatement and any transition period (that results from a change in the Company’s fiscal year) within or immediately following those three (3) completed fiscal years. In no event shall the Company be required to award Covered Executives an additional payment if the restated or accurate financial results would have resulted in a higher Incentive-Based Compensation payment.
NO INDEMNIFICATION
The Company shall not indemnify
any Covered Executives against the loss of any incorrectly awarded Incentive-Based Compensation.
INTERPRETATION
The Compensation Committee is authorized to interpret and construe this Policy and to make all determinations necessary, appropriate, or advisable for the administration of this Policy. It is intended that this Policy be interpreted in a manner that is consistent with the requirements of Section 10D of the Exchange Act and the applicable rules or standards adopted by the Securities and Exchange Commission or any national securities exchange on which the Company’s securities are listed.
EFFECTIVE DATE
This Policy shall be effective as of the date it is adopted by the Compensation Committee (the “Effective
Date”) and shall apply to Incentive-Based Compensation (including Incentive-Based Compensation granted pursuant to arrangements existing prior to the Effective Date). Notwithstanding the foregoing, this Policy shall only apply to Incentive-Based Compensation received (as determined pursuant to this Policy) on or after October 2, 2023.
AMENDMENT; TERMINATION
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The Compensation Committee may amend this Policy from time to time in its discretion. The Compensation Committee may terminate this Policy at any time.
OTHER RECOUPMENT RIGHTS
The Compensation Committee intends that this Policy
will be applied to the fullest extent of the law. The Compensation Committee may require that any employment or service agreement, cash-based bonus plan or program, equity award agreement, or similar agreement entered into on or after the adoption of this Policy shall, as a condition to the grant of any benefit thereunder, require a Covered Executive to agree to abide by the terms of this Policy. Any right of recoupment under this Policy is in addition to, and not in lieu of, any other remedies or rights of recoupment that may be available to the Company pursuant to the terms of any similar policy in any employment agreement, equity award agreement, cash-based bonus plan or program, or similar agreement and any other legal remedies available to the Company.
IMPRACTICABILITY
The
Compensation Committee shall recover any Overpayment in accordance with this Policy except to the extent that the Compensation Committee determines such recovery would be impracticable because:
(A) The direct expense paid to a third party to assist in enforcing this Policy would exceed the amount to be recovered;
(B) Recovery would violate home country law of the Company where that law was adopted prior to November 28, 2022; or
(C) Recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company, to fail to meet the requirements of 26 U.S.C. 401(a)(13)
or 26 U.S.C. 411(a) and regulations thereunder.
SUCCESSORS
This Policy shall be binding and enforceable against all Covered Executives and their beneficiaries, heirs, executors, administrators or other legal representatives.
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Dates Referenced Herein and Documents Incorporated by Reference
