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2: EX-10.11(D) Material Contract HTML 52K
3: EX-10.11(E) Material Contract HTML 67K
4: EX-21.1 Subsidiaries List HTML 30K
5: EX-23.1 Consent of Expert or Counsel HTML 30K
6: EX-23.2 Consent of Expert or Counsel HTML 32K
10: EX-97 Clawback Policy re: Recovery of Erroneously HTML 51K Awarded Compensation
11: EX-99.1 Miscellaneous Exhibit HTML 62K
7: EX-31.1 Certification -- §302 - SOA'02 HTML 34K
8: EX-31.2 Certification -- §302 - SOA'02 HTML 34K
9: EX-32.1 Certification -- §906 - SOA'02 HTML 33K
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34: R18 Commitments and Contingencies HTML 98K
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36: R20 Income Taxes HTML 121K
37: R21 Employee Benefit Plans HTML 44K
38: R22 Capital Stock HTML 89K
39: R23 Stock-Based Compensation HTML 162K
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41: R25 Restructuring Costs HTML 44K
42: R26 Additional Balance Sheet Information HTML 78K
43: R27 Interest Expense HTML 43K
44: R28 Supplemental Cash Flow Information HTML 44K
45: R29 Pay vs Performance Disclosure HTML 43K
46: R30 Insider Trading Arrangements HTML 37K
47: R31 Summary of Significant Accounting Policies HTML 117K
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50: R34 Long-Term Debt and Credit Agreements (Tables) HTML 50K
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52: R36 Fair Value Measurements (Tables) HTML 102K
53: R37 Asset Retirement Obligations (Tables) HTML 51K
54: R38 Commitments and Contingencies (Tables) HTML 87K
55: R39 Revenue Recognition (Tables) HTML 44K
56: R40 Income Taxes (Tables) HTML 120K
57: R41 Capital Stock (Tables) HTML 85K
58: R42 Stock-Based Compensation (Tables) HTML 156K
59: R43 Earnings per Common Share (Tables) HTML 61K
60: R44 Restructuring Costs (Tables) HTML 43K
61: R45 Additional Balance Sheet Information (Tables) HTML 78K
62: R46 Interest Expense (Tables) HTML 43K
63: R47 Supplemental Cash Flow Information (Tables) HTML 44K
64: R48 Summary of Significant Accounting Policies HTML 56K
(Details)
65: R49 Acquisitions - Narrative (Details) HTML 39K
66: R50 Acquisitions - Post-Acquisition Operating Results HTML 36K
(Details)
67: R51 Acquisitions - Pro Forma Information (Details) HTML 41K
68: R52 Properties and Equipment, Net (Details) HTML 55K
69: R53 Long-Term Debt and Credit Agreements - Schedule of HTML 73K
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70: R54 Long-Term Debt and Credit Agreements - Narrative HTML 115K
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71: R55 Derivative Instruments - Outstanding Financial HTML 57K
Commodity Derivatives (Details)
72: R56 Derivative Instruments - Effect of Derivative HTML 62K
Instruments on the Consolidated Balance Sheet
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73: R57 Derivative Instruments - Offsetting Derivative HTML 75K
Assets and Liabilities in Consolidated Balance
Sheet (Details)
74: R58 Derivative Instruments - Effect of Derivative HTML 46K
Instruments on the Consolidated Statement of
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75: R59 Fair Value Measurements - Financial Assets and HTML 75K
Liabilities, Recurring (Details))
76: R60 Fair Value Measurements - Reconciliation of HTML 47K
Changes in Fair Value of Financial Assets and
Liabilities (Details)
77: R61 Fair Value Measurements - Narrative (Details) HTML 32K
78: R62 Fair Value Measurements - Fair Value of Other HTML 44K
Financial Instruments (Details)
79: R63 Asset Retirement Obligations (Details) HTML 49K
80: R64 Commitments and Contingencies - Future Minimum HTML 56K
Obligations (Details)
81: R65 Commitments and Contingencies - Narrative HTML 54K
(Details)
82: R66 Commitments and Contingencies - Future HTML 50K
Undiscounted Minimum Cash Payment Obligations for
Operating Lease Liabilities (Details)
83: R67 Commitments and Contingencies - Future HTML 41K
Undiscounted Minimum Cash Payment Obligations for
Financing Lease Liabilities (Details)
84: R68 Commitments and Contingencies - Supplemental Cash HTML 35K
Flow Information Related to Leases (Details)
85: R69 Commitments and Contingencies - Information HTML 40K
Regarding Weighted-Average Remaining Lease Term
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86: R70 Revenue Recognition - Disaggregation of Revenue HTML 47K
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88: R72 Income Taxes - Summary of Income Tax Expense HTML 54K
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89: R73 Income Taxes - Schedule of Reconciliation of HTML 77K
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92: R76 Income Taxes - Schedule of Reconciliation of HTML 38K
Unrecognized Tax Benefits (Details)
93: R77 Employee Benefit Plans - Narrative (Details) HTML 53K
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95: R79 Capital Stock - Narrative (Details) HTML 72K
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98: R82 Stock-Based Compensation - Summary of Share-Based HTML 60K
Compensation Expense Income Tax Benefit Awards
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Share Awards Activity (Details)
102: R86 Stock-Based Compensation - Reflects Certain HTML 45K
Balance Sheet Information (Details)
103: R87 Stock-Based Compensation - Cash Payments Related HTML 42K
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104: R88 Stock-Based Compensation - Assumptions Used to HTML 63K
Determine Grant Date Fair Value of Equity and
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107: R91 Stock-Based Compensation - Summary of Stock Option HTML 62K
Awards (Details)
108: R92 Earnings per Common Share - Schedule of EPS HTML 78K
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109: R93 Earnings per Common Share - Calculation of HTML 35K
Weighted-Average Shares Excluded from Diluted EPS
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110: R94 Restructuring Costs - Narrative (Details) HTML 33K
111: R95 Restructuring Costs - Restructuring Liabilities HTML 39K
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112: R96 Additional Balance Sheet Information (Details) HTML 124K
113: R97 Interest Expense (Details) HTML 43K
114: R98 Supplemental Cash Flow Information (Details) HTML 42K
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‘EX-97’ — Clawback Policy re: Recovery of Erroneously Awarded Compensation
1.Purpose. The purpose of this Policy is to describe circumstances in which the Company will recover Erroneously Awarded Compensation and the process for such recovery. This Policy is intended to comply
with (a) Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, as codified in Section 10D of the Exchange Act, and implemented by Rule 10D-1 thereunder adopted by the Commission and (b) Section 303A.14 of the Listed Company Manual of the NYSE.
2.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.
3.Definitions. For purposes of this Policy, the following capitalized terms shall have the meanings set forth below.
a.“Audit Committee”
means the Audit Committee of the Board.
b.“Board” means the Board of Directors of the Company.
c.“Commission” means the Securities and Exchange Commission.
d.“Company” means Coterra Energy Inc.
e.“Compensation Committee” means the Compensation Committee of the Board.
f.“Compensation Eligible for Recovery”
means Incentive-based Compensation received by an individual:
i.after beginning service as an Executive Officer,
ii.who served as an Executive Officer at any time during the performance period for the applicable Incentive-based Compensation (regardless of whether such individual is serving as an Executive Officer at the time the Erroneously Awarded Compensation is required to be repaid to the Company),
iii.while the Company had a class of securities listed on a national securities exchange or a national securities association,
h. “Erroneously Awarded Compensation” means the Compensation Eligible for Recovery less the amount of such compensation as it would have been determined based on the restated amounts, computed without regard to any taxes paid.
i.“Exchange Act” means the Securities Exchange Act of 1934, as amended.
j. “Executive Officer” means the
Company’s president, principal financial officer, principal accounting officer (or if there is no such accounting officer, the controller), any vice-president of the Company in charge of a principal business
Exhibit 97
unit, division, or function (such as sales, administration or finance), any other officer who performs a significant policy-making function, and any other person who performs similar policy-making functions for the Company. For purposes of this Policy, Executive Officer would include, at a minimum, executive officers identified pursuant to 17 C.F.R. 229.401(b).
k.
“Financial Reporting Measure” means measures that are determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measures that are derived wholly or in part from such measures. Stock price and total shareholder return are considered Financial Reporting Measures. For the avoidance of doubt, a Financial Reporting Measure need not be presented within the financial statements or included in a filing with the Commission.
l. “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.
m. “NYSE”
means the New York Stock Exchange LLC.
n. “Policy” means this Policy for the Recovery of Erroneously Awarded Compensation, as the same may be amended or amended and restated from time to time.
o. “Recovery Period” means the three completed fiscal years immediately preceding the Restatement Date, and if the Company changes its fiscal year, any transition period of less than nine months within or immediately following those three completed fiscal years.
p. “Restatement” means an accounting restatement:
i.due to material noncompliance
of the Company with any financial reporting requirement under the securities laws, including 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.
q. “Restatement Date” means the earlier of:
i.the date the Audit Committee concludes, or reasonably should have concluded, that the Company is required to prepare a Restatement, or
ii.the
date a court, regulator, or other legally authorized body directs the Company to prepare a Restatement.
4.Recovery of Erroneously Awarded Compensation.
a.The Chief Financial Officer or Chief Accounting Officer of the Company shall promptly report to the Audit Committee any instance in which the Company is required to prepare a Restatement.
b.Upon learning of a required Restatement, the Audit Committee shall determine the Restatement Date and shall promptly report to the Compensation Committee such determination.
c.The Chief Accounting Officer (or another appropriate officer or third party designated by the Compensation Committee) shall promptly (but in any event within ninety (90) days following the Restatement) calculate the Erroneously
Exhibit 97
Awarded Compensation for each affected individual, which calculation shall be subject to Compensation Committee approval. For purposes of calculating Erroneously Awarded Compensation:
i.Incentive-based Compensation shall be 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 payment or grant of the Incentive-based Compensation occurs after the end of that period.
ii.Incentive-based Compensation based on (or derived from) stock price or total shareholder return, where the amount of Erroneously Awarded Compensation is not subject to mathematical recalculation directly from the information in a Restatement, shall be based on a reasonable estimate of the effect of the Restatement on the stock price or total shareholder return upon which the Incentive-based Compensation was received. The Company shall maintain documentation of the determination of such reasonable estimate and provide such documentation to the NYSE.
d.Promptly
following the Compensation Committee’s approval of the Erroneously Awarded Compensation calculated by the Chief Accounting Officer (or another appropriate officer or third party designated by the Compensation Committee), the Company shall notify in writing each individual who received Erroneously Awarded Compensation of the amount of Erroneously Awarded Compensation received by such individual and shall demand payment or return, as applicable, of such Erroneously Award Compensation.
e.The Company shall demand recovery and recover Erroneously Awarded Compensation in compliance with this Policy except to the extent that the Compensation Committee determines that recovery would be impracticable, and one of the following conditions applies:
i.After
having made a reasonable attempt to recover such Erroneously Awarded Compensation, the direct expense paid to a third party to assist in enforcing this Policy would exceed the amount to be recovered. The Company will document such reasonable attempt(s) to recover and provide that documentation to the NYSE.
ii.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.
f.Except as provided in Section 4.e, in no event may the
Company accept repayment from the affected individual of less than the full amount of the Erroneously Awarded Compensation received by such individual.
g.The Compensation Committee shall determine, in its sole discretion, the method of recovering any Erroneously Awarded Compensation pursuant to this Policy, taking into account all facts and circumstances (including the time value of money and the cost to shareholders of delayed recovery), so long as such method complies with the terms of Section 303A.14 of the NYSE Listing Standards. If the Compensation Committee determines that an appropriate
Exhibit 97
method of recovery is one other than the prompt repayment by the affected individual in cash or property, the
Company may offer to enter into a repayment agreement with the affected individual (in a form and with terms reasonably acceptable to the Compensation Committee).
h.If the affected individual fails to repay to the Company when due the full amount of the Erroneously Awarded Compensation received by such affected individual, subject to Section 4.e, the Company shall take all actions reasonable and appropriate to recover the full amount of the Erroneously Awarded Compensation from the affected individual.
5.Disclosure. The Company shall file all disclosures with respect
to this Policy in accordance with the requirements of the securities laws, including the disclosure required by the applicable Commission filings.
6.No Indemnification. The Company shall not indemnify any current or former Executive Officer against the loss of Erroneously Awarded Compensation, and shall not pay, or reimburse any current or former Executive Officers for premiums for any insurance policy to fund such Executive Officer’s potential recovery obligations.
7.Effective Date. This Policy shall be effective as of the Effective Date.
8.Amendment and Interpretation. The Compensation Committee may amend this Policy from
time to time in its discretion and shall amend this Policy as it deems necessary or advisable to reflect the regulations adopted by the Commission and to comply with any rules or standards adopted by the NYSE. The Compensation Committee may at any time in its sole discretion, supplement, amend or terminate any provision of this Policy in any respect as the Compensation Committee determines to be necessary or appropriate. The Compensation Committee shall interpret and construe this Policy and make all determinations necessary 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 Rule 10D‑1 promulgated thereunder, Section 303A.14 of the NYSE Listed Company Manual, and any other applicable rules adopted by the Commission.
9.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 agreement, equity award agreement or similar agreement entered into on or after the Effective Date shall, as a condition to the grant of any benefit thereunder, require the party thereto to agree to abide by the terms of this Policy or implement arrangements designed to facilitate the administration hereof. Although not a prerequisite to enforcement of this Policy, each Executive Officer shall be required to sign and return to the Company the Acknowledgment Form attached hereto as Exhibit A pursuant to which such Executive Officer agrees to be bound by the terms and comply with this Policy. Any right of recovery under this Policy is in addition to, and not in
lieu of, any other remedies or rights of recovery that may be available to the Company pursuant to the terms of any employment agreement, equity award agreement, or similar agreement and any other legal remedies available to the Company.
10.Successors. This Policy shall be binding and enforceable against all current and former Executive Officers and their beneficiaries, heirs, executors, administrators or other legal representatives.
Exhibit 97
Exhibit A
POLICY
FOR THE RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION
ACKNOWLEDGEMENT FORM
By my signature below, I acknowledge and confirm that:
a.I have received and reviewed a copy of the Coterra Energy Inc. Policy for the Recovery of Erroneously Awarded Compensation (the “Policy”);
b.I am and will continue to be subject to the Policy and that the Policy will apply both during and after my employment with the Company;
c.I will abide by the terms of the Policy, including, without limitation, by returning any Erroneously Awarded Compensation (as defined in the Policy) to the
Company to the extent required by, and in a manner permitted by, the Policy; and
d.any recovery affected under the Policy shall not constitute grounds to terminate my employment for “Good Reason” (or any term of similar meaning) under any employment or compensation arrangements, agreements, plans or programs.
Capitalized terms used but not otherwise defined in this Acknowledgement Form shall have the meanings ascribed to such terms in the Policy.
____________________________________
Signed
____________________________________
Name
(Printed)
____________________________________
Date
Dates Referenced Herein and Documents Incorporated by Reference