Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Departure of Directors
On February 22, 2023, Benjamin Dell, chair of the board of directors (the
"Board") of Civitas Resources, Inc. (the "Company"), notified the Company of his
intent to depart the Board as chair and a director of the Board and from all
committees on which he served, effective immediately. Mr. Dell's decision to
resign was not the result of any dispute or disagreement with the Company on any
matter relating to the Company's operations, policies or practices.
On February 22, 2023, Brian Steck notified the Company of his intent to depart
the Board as a director of the Board and from all committees on which he served,
effective immediately. Mr. Steck's decision to resign was not the result of any
dispute or disagreement with the Company on any matter relating to the Company's
operations, policies or practices.
Appointment of Directors
On February 22, 2023, the Board appointed Deborah Byers and Wouter van Kempen
(together, the "New Directors" and each, a "New Director") to fill the Board
vacancies described above, effective immediately. The Board assessed the
independence of each New Director under the Company's Corporate Governance
Guidelines and the independence standards of the NYSE and has determined that
each of the New Directors is independent.
Effective immediately, Ms. Byers will serve as an independent director until the
2023 annual meeting of stockholders, where she will stand for re-election.
Ms. Byers will serve on the Audit Committee and will replace Mr. Dell on the ESG
Committee.
Ms. Byers retired as a Partner from Ernst & Young LLP ("EY") in July 2022 after
36 years of service in Public Accounting while holding multiple leadership
roles. From July 2018 to her retirement, she was EY's Americas Industry Leader
overseeing the markets and growth strategy across its primary industry markets
including Energy, Industrials & Automotive, Consumer, Technology, Telecom,
Media & Entertainment, Healthcare & Life Sciences, Real Estate, Private Equity,
and Government. Ms. Byers was EY's Houston Office Managing partner and US Energy
Leader from July 2013 to July 2018, and Managing Partner of the Southwest Region
Strategy & Transactions business unit from July 2008 to July 2013. In these
roles, she was a leader in the global energy markets and worked with
corporations and investment funds in all phases of energy investment across the
sector. Ms. Byers currently serves as a member of the board of directors of
Excelerate Energy, Inc. and Kinetik Inc. where she is the Audit Committee Chair
overseeing key areas of financial reporting, ESG, and overall enterprise risk.
Ms. Byers remains very active mentoring young professionals, and is passionate
about supporting women in energy while engaging publicly on all things Energy
Transition and Transformation. Ms. Byers holds a BBA from Baylor University in
Waco Texas and is a Certified Public Accountant.
Effective immediately, Mr. van Kempen will serve as an independent director
until the 2023 annual meeting of stockholders, where he will stand for
re-election. Mr. van Kempen will replace Mr. Dell as Chairman of the Board, and
will replace Mr. Steck as a member of the Compensation Committee. Mr. van Kempen
will further serve on the Nominating and Corporate Governance Committee.
Mr. van Kempen was the Chairman, President and Chief Executive Officer for DCP
Midstream GP, LLC ("DCP Midstream"), from January 2013 until December 2022.
Mr. van Kempen was previously DCP Midstream's President and Chief Operating
Officer from September 2012 until January 2013, where he led the gathering and
processing and the marketing and logistics business units and oversaw all
corporate functions of the organization; President, Gathering and Processing,
from January 2012 to August 2012; and President, Midcontinent Business Unit, and
Chief Development Officer, from August 2010 to December 2011. Prior to joining
DCP Midstream in August 2010, Mr. van Kempen was President of Duke Energy
Generation Services ("Duke Energy") from September 2006 to July 2010 and Vice
President of Mergers and Acquisitions of Duke Energy from December 2005 to
September 2006. Mr. van Kempen joined Duke Energy in 2003 and served in a number
of management positions. Prior to Duke Energy, Mr. van Kempen was employed by
General Electric, where he served in increasing roles of responsibility,
becoming the staff executive for corporate mergers and acquisitions in 1999.
Mr. van Kempen holds a Masters in Business Economics from Erasmus University
Roterdam, The Netherlands.
In connection with their appointments, the Company has entered or will enter
into its standard form of indemnity agreement with each of the New Directors,
which is incorporated by reference to Exhibit 10.1 hereto and incorporated by
reference into this Item 5.02. The New Directors will receive the independent
director compensation detailed in the Company's proxy statement for its 2022
annual meeting of stockholders for serving on the Board prorated to reflect
their partial year of service in 2023.
There are no arrangements or understandings, pursuant to which the New Directors
were appointed as a director of the Company. The New Directors are not related
to any existing officer or director of the Company, or each other. There are no
transactions or relationships between or among Ms. Byers and the Company that
would be required to be reported under Item 404(a) of Regulation S-K.
For the fiscal year ended December 31, 2022, Mr. van Kempen served as the
Chairman, Chief Executive Officer and President of DCP Midstream. DCP Midstream,
or certain affiliates thereof, are counterparty to the Company on several gas
marketing, gas purchase, and other midstream contracts. All contracts,
arrangements, and other agreements were made on an arms-length basis, are of
like-kind for similar businesses to that of the Company, and were made in the
ordinary course of the Company's business. For the fiscal year ended
December 31, 2022, the Company was paid approximately $450 million by DCP
Midstream (or their affiliates) for production, inclusive of production
attributable to certain non-operating, royalty, and other interests.
Relatedly, Mr. Jeffrey Wojahn will replace Mr. Steck as chair of the Nominating
and Corporate Governance Committee.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
10.1 Form of Indemnity Agreement between Civitas Resources, Inc. and the
directors and executive officers of Civitas Resources, Inc. (incorporated
by reference to Exhibit 10.9 to the Company's Current Report on Form 8-K
(File No. 001-35371) filed with the Commission on November 3, 2021).
104 The cover page from this Current Report on Form 8-K, formatted in Inline
XBRL
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