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麦格理-美股-石油勘探与产品行业-美国石油勘探与产品:动机与管理调查-521-29页.pdf
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麦格理-美股-石油勘探与产品行业-美国石油勘探与产品:动机与管理调查-521-29页.pdf
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Please refer to page 27 for important disclosures and analyst certification, or on our website
www.macquarie.com/research/disclosures.
21 May 2019 United States
EQUITIES
Inside
Investigating Incentives and Governance 2
Investigating Incentives 3
How Did Management Perform on 2018
Metrics? 4
Forward Focus: Detailed Look into 2019
Plans 5
More Work to Do: Long-Term Incentives 6
Examining Governance Issues 8
Company-Specific Takeaways 13
Analysts
Macquarie Capital (USA) Inc.
Paul Grigel, CFA +1 303 952 2754
paul.grigel@macquarie.com
Matt Henske, CFA +1 303 952 2725
matt.henske@macquarie.com
Daniel Guill +1 303 952 2781
daniel.guill@macquarie.com
US Exploration & Production
Investigating Incentives and Governance
Key points
We review the management compensation plans for each firm and trends overall.
The vast majority of firms now have a returns-based metric.
Free cash flow generation gaining traction as preferred metric with rapid adoption.
Investigating Incentives: Returns Focus Now Standard but Performance
Hurdles Across all Metrics Remain too Low
Returns-based incentives continued to grow in focus, with 68% of firms under
coverage now having a returns-based metric in 2019. This is a dramatic change from
2016, when only 13% of firms had such a metric. However, the overall thresholds in
the short-term incentive plans (STIP) remain too low and are easily met, resulting in
sizeable cash payouts for management. In 2018, 93% of metrics received greater
than the threshold payout. Moreover, 70% of metrics exceeded the target levels,
resulting in an elevated payout. If Boards continue to question why generalist
investors remain leery of the US E&P space, the low standards for management
performance that the Boards set time and time again is a key exhibit and a focus area
for change.
Assessing the Changes and What’s on the Horizon?
During our Incentive Roundtable in September 2017, there was debate amongst the
group on whether free cash flow (FCF) should be placed at the top of our incentive
pyramid (Fig 1). Ultimately, we elected not to place it there, given how impossible
such a focus seemed at that time. 20 months later, we are adding FCF to the summit
of the pyramid and note that 27% of firms now have a FCF or similar metric. We
believe this is the next wave of changes for STIPs as firms complete the Transitions
Phase and evolve to the Returns Phase. Equally important, with a group of firms now
demonstrating the willingness (forced or not) to add in such a metric, other firms will
struggle with reasons to not add such a similar metric over the next couple years.
Similar to what we’ve witnessed with returns-based metrics, FCF incentives are likely
to bootstrap themselves into the sector’s standard practices over time.
Looking Beyond the Short-Term Incentive Plans
Our 5
th
annual review examines the short-term incentive programs of the
management teams in detail but also delves into other key governance issues that
can impact shareholder value. Key issues examined in this report include the ability to
pledge or hedge stock held by key executives, independent chairmanship, incentive
pay as a percentage of salary, long-term incentive plans (an area of increasing focus
and need for change) and Board tenure/gender composition. Understanding these
factors provides additional information on why decisions are being made and creates
a stronger ability to anticipate what decisions are likely to be made going forward.
How to Use this to Invest More Wisely
Improvements to industry incentives continue to play out but low standards shape the
landscape. Individual firm incentives and target levels foretell likely decisions by
management and internal views. We detail each plan and highlights within the report.
Company Ticker 5/20/19 Target Rating
Cabot Oil & Gas COG 26.45 29.00 Outperform
Centennial Resource Dev CDEV 9.96 12.00 Outperform
Continental Resources CLR 41.65 58.00 Outperform
Devon Energy DVN 30.03 40.00 Outperform
Parsley Energy PE 20.17 25.00 Outperform
Pioneer Natural Res. PXD 154.21 186.00 Outperform
Apache Corp. APA 29.93 31.00 Neutral
Anadarko Petroleum APC 72.75 70.00 Neutral
Cimarex Energy XEC 68.68 74.00 Neutral
Concho Resources CXO 112.18 118.00 Neutral
EOG Resources EOG 93.68 104.00 Neutral
Extraction Oil & Gas XOG 4.02 6.50 Neutral
HighPoint Resources HPR 2.25 3.50 Neutral
Jagged Peak Energy JAG 10.34 11.00 Neutral
Noble Energy Inc. NBL 24.03 28.00 Neutral
Oasis Petroleum OAS 5.48 7.00 Neutral
PDC Energy, Inc. PDCE 35.69 46.00 Neutral
Range Resources RRC 8.31 9.50 Neutral
Southwestern Energy SWN 3.80 4.50 Neutral
SM Energy SM 14.58 17.00 Neutral
Whiting Petroleum WLL 22.74 29.00 Neutral
Chesapeake Energy CHK 2.30 1.50 Underperform
Source: FactSet; Macquarie Capital (USA), May 2019
Prices (US$/sh)
Macquarie Research US Exploration & Production
21 May 2019 2
Investigating Incentives and Governance
Focus on Returns has Fully Arrived, Raising the Bar to Include Free Cash Flow Going
Forward
In September 2017, we gathered a group of long-only investors in New York to discuss management
incentives in the US E&P space. We had been writing on the topic for a few years and traction with
E&P firms was limited. The goal of the meeting was to drive more substantial and concrete change.
Fast forward 20 months to today, where 68% of firms now actively incentivize returns in their STIPs, up
from 13% in 2016 (the latest data available at the time of our meeting in NYC), and 27% of firms
include free cash flow or some similar variant of that calculation as an incentive metric.
Updating our Incentive Pyramid
During that meeting in 2017, a key part of the discussion revolved around what role incentivizing free
cash flow should play in management incentives. Some argued that free cash flow should be apparent
at all levels of the pyramid, while others felt that its existence as a metric at that point was a bridge too
far and may be viewed as a stretch for most firms. As a result, it was our decision to leave corporate
return metrics as the top level of the Incentive Pyramid, admittedly as a proxy for free cash flow and
value generation.
With the remarkably fast evolution of the sector’s focus since that time, we are revising our Incentive
Pyramid to include the generation of free cash flow. However, we want to make one item explicitly
clear: organic free cash flow generation stands on the shoulders of strong investments that generate
positive wellhead and corporate returns above the weighted average cost of capital, and are further
derived from a close focus on costs and leverage levels. All of these items act in tandem and the
simple end goal of generating free cash flow by any and all means necessary (asset sales) is not
equivalent to true and sustained free cash flow generation.
With momentum growing on free cash flow focus and a small group of firms more actively incentivizing
free cash flow (or a substantially similar metric), we foresee a bootstrapping effect over the next couple
of years in which firms must again alter and update their STIP plans to more accurately address a key
value driver. It is our hope that investors remain steadfast and continue the pressure with the same
vigor and intensity in which the movement on returns-based metrics saw results achieved in less than 2
years.
Fig 1 Updating the Incentive Pyramid
Source: Company data, Macquarie Capital (USA), May 2019
Shareholder Friendly
Free
Cash Flow
Corp. Return/
ROCE
Verifiable Drilling Rate
of Return
Drilling Rate of Return
Per Share & Cost Focused Metrics
Absolute Growth Focused Plans
68% of firms now
actively incentivize
returns in their STIPs,
up from 13% in 2016
We foresee a
bootstrapping effect
over the next couple of
years in which firms
must again alter and
update their STIP plans
Macquarie Research US Exploration & Production
21 May 2019 3
Investigating Incentives
2018 Sees Material Increase to Corporate Level Returns
Examining YoY Changes in Corporate Returns and Free Cash Flow
Eight operators under our coverage now have a corporate return metric within their 2018 STIP. This is
up materially from just two in 2017. Operators that have added a version of a corporate return metric
include APC, APA, CLR, DVN, PXD, COG, and XOG.
With respect to free cash flow, operators that have placed additional importance on free cash flow
within their 2018 STIP include EOG, NBL, CHK, and XOG. As noted previously, we see this as an
increasing trend that is likely to continue in the coming years as firms complete their Transition Phase
of the E&P evolution and investor focus on generating free cash flow remains heightened.
Overview of the 2018 Short-Term Incentive Plans – Figure 2 Highlights the following:
STIP factor/goal weightings for each covered operator
2018 results relative to target and threshold levels (Green = exceeded or met target, Orange =
relatively in line – between target and threshold, Red = Below threshold)
The sum of activity-based metrics on the right of the figure. We view activity-based metrics as
1) production/production growth, 2) reserve growth, and 3) EBITDA(X) or similar CF profitability
measure that is easily influenced by activity levels.
Fig 2 2018 US E&P Incentives Summary
Source: Company data, Macquarie Capital (USA), May 2019
Key Takeaways from 2018 – Below we highlight key takeaways from the 2018 short-term plan
across operators:
All 22 of our names have some form of production growth metric in their 2018 STIP. This has
remained relatively stable from 2017 (23 of 24 names with such a metric).
11 firms include some form of reserve growth, down slightly from 2017 of 13 firms. We attribute
this slight change to an increased focus on corporate wide returns, versus a “NAV” style
mindset.
Increasing focus on drilling rate of return and corporate returns, now at 68% of firms.
2018 Annual Incentive Factors (% of Total Annual Bonus) - Actual v. Target
Per
Share
Company
Production /
Prod. Growth
Yes No
Reserve
Growth
F&D
Costs
EBITDAX (or other CF
Profitability Measure)
Op. Costs
(including LOE)
Leverage FCF
Corp. Returns
(ex: ROCE)
DROR TSR Capex HSE Other
Total Activity
Incentive
APC 20% X 20% 20% 20% 20% 40%
APA 5% X 3% 3% 10% 20% 10% 10% 40% 8%
CXO 21% X X 20% 10% 10% 39% 21%
DVN 15% X 10% 30% 10% 5% 10% 20% 15%
EOG 4% X 6% 5% 5% 15% 20% 45% 4%
NBL 10% X 20% 15% 15% 40% 10%
PXD 15% X 10% 15% 15% 15% 10% 20% 25%
COG 20% X 20% 15% 15% 10% 20% 40%
CDEV 8% X 4% 8% 65% 4% 12% 12%
CHK 20% X 10% 20% 20% 20% 10% 30%
XEC X X X X X X NA
CLR 15% X 10% 5% 30% 25% 15% 55%
XOG 11% X 9% 11% 15% 20% 15% 20% 20%
HPR 10% X 20% 10% 20% 40% 30%
JAG 25% X 20% 5% 5% 45% 25%
OAS 20% X 20% 20% 20% 20% 40%
PE 20% X 20% 30% 30% 20%
PDCE 20% X 20% 20% 20% 20% 40%
RRC 15% X 15% 20% 20% 15% 15% 30%
SM 20% X 20% 20% 20% 20% 60%
SWN 30% X 30% 30% 10% 60%
WLL 15% X 15% 15% 15% 10% 30% 30%
All 22 of our names
have some form of
production growth
metric
Eight operators under
our coverage now have
a corporate return
metric within their 2018
STIP
Macquarie Research US Exploration & Production
21 May 2019 4
How Did Management Perform on 2018 Metrics?
Management Meets or Exceeds 93% of Performance Metrics
Takeaway: 2018 STIP results show that management teams have met or exceeded their goal 93% of
the time. This is up slightly from 2017 STIP of 88% and the highest rate we’ve seen since we began
this series. In our view, there is clear room for improvement in regards to a target level that’s more
challenging to hit internally. Such a culture of low standards could be viewed as a key driver of the lack
of value creation in the sector over recent years as well.
Overview: Figure 3 highlights three key measures: 1) % of covered firms with the respective metric in
their STIP program; 2) Average weight of each metric for firms where it’s included in the STIP; and
3) the aggregate % of companies that exceeded, met or missed each goal.
Green: actual results exceeded or met applicable target
Orange: actual results came relatively in line with target, between target and threshold where
applicable (not all companies provided threshold levels), and/or included multiple metrics where
at least one metric was not met
Red: actual results came in below target or threshold where applicable (again not all companies
provided threshold levels)
Fig 3 Performance Relative to Metrics – 2018
Source: Company data, Macquarie Capital (USA), May 2019
Fig 4 Performance and Returns Trends Over the Years
Source: Company data, Macquarie Capital (USA), May 2019
*2018 STIP held constant unless 2019 details provided
Annual Incentive Factors
Summary
Production /
Prod. Growth
Reserve
Growth
F&D Costs
EBITDAX (or other CF
Profitability Measure)
Op. Costs
(including LOE)
Leverage FCF
Corporate
Returns
DROR TSR Capex HSE Other
% of Covered Firms with Metric: 100% 50% 41% 32% 86% 23% 18% 36% 36% 14% 14% 41% 77%
Avg Weight of Metric* 16% 13% 16% 21% 16% 15% 15% 19% 22% 12% 12% 10% 28%
Performance Relative to Targets
% EXCEED Goal in 2018
73% 91% 56% 71% 47% 60% 100% 63% 33% 33% 56% 82%
% MEET Goal in 2018
18% 9% 33% 29% 42% 20% 0% 25% 33% 67% 33% 18%
% MISS Goal in 2018
9% 0% 11% 0% 11% 20% 0% 13% 33% 0% 11% 0%
*Only averaged weight of metric for firms with metric included in annual bonus plan
60%
74%
89%
88%
93%
0%
20%
40%
60%
80%
100%
2014 2015 2016 2017 2018
Performance Metrics Met or Exceeded by
Management
15%
20%
13%
29%
64%
68%
0%
10%
20%
30%
40%
50%
60%
70%
80%
2014 2015 2016 2017 2018 2019*
Covered Firms with Returns-Based Metric
There is clear room for
improvement in regards
to a target level that’s
more challenging to hit
internally
Macquarie Research US Exploration & Production
21 May 2019 5
Forward Focus: Detailed Look into 2019 Plans
Incrementally More Returns and Free Cash Flow Oriented
2018’s movement towards returns and free cash flow continues momentum in a positive direction but
work remains to be done and 2019 plans detail some ongoing changes. Firms continue to increase
focus on free cash flow and/or an all-in corporate rate of return metric. This includes APC (free cash
flow), PDCE (free cash flow), PE (all-in return), and SWN (return metric within LTIP). As noted in
Figure 1, we think ROCE and FCF represent the peak of our incentive pyramid as being the most
shareholder friendly.
Company-Specific Takeaways: Of the limited names that have disclosed their 2019 STIP metrics, we
highlight names that screen positive: APC, NBL, PE, and CLR’s programs stand out positively. APC’s
addition of FCF yield as well as NBL’s continuation of free cash flow with an added capital efficiency
metric also stands out. Further, names with an all-in rate of return metric include CLR and PE.
Fig 5 Looking Ahead to 2019: Announced E&P Incentives
Source: Company data, Macquarie Capital (USA), May 2019
2019 Annual Incentive Factors
2019 LTIP Performance-Based Awards
Per
Share
Per
Share
Company
Production /
Prod. Growth
Yes No
Reserve
Growth
Yes No
F&D Costs /
Capital
Efficiency
EBITDAX (or other CF
Profitability Measure)
Op. Costs
(including LOE)
Leverage FCF
Corporate
Returns
DROR TSR Capex HSE Other
APC X X X X X X
APA - - - - - - - - - - - - - - - -
CXO - - - - - - - - - - - - - - - - -
DVN - - - - - - - - - - - - - - - - -
EOG - - - - - - - - - - - - - - - - -
NBL X X X X X X X
PXD - - - - - - - - - - - - - - - -
COG - - - - - - - - - - - - - - - -
CDEV - - - - - - - - - - - - - - - -
CHK X X X X X X X
XEC X X X X X X X X
CLR X X X X X X X X X
XOG - - - - - - - - - - - - - - - -
HPR - - - - - - - - - - - - - - - -
JAG - - - - - - - - - - - - - - - -
OAS - - - - - - - - - - - - - - - -
PE X X X X X X
PDCE X X X X X X
RRC X X X X X X X
SM - - - - - - - - - - - - - - - -
SWN - - - - - - - - - - - - - - - -
WLL X X X X X X X
Firms continue to
increase focus on free
cash flow and/or an all-
in corporate rate of
return metric.
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