Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
On January 12, 2022, the Board of Directors (the "Board") of Continental
Resources, Inc. (the "Company") approved the appointment of Robert D. ("Doug")
Lawler to serve as the Company's Chief Operating Officer ("COO") and Executive
Vice President, effective February 1, 2022. On the same date, the Board approved
the appointment of Shelly Lambertz as the Company's Executive Vice President,
Chief Culture and Administrative Officer and the promotion of John Hart to
Executive Vice President, both effective January 12, 2022. As a result of the
promotion, Mr. Hart's full title will be Chief Financial Officer and Executive
Vice President of Strategic Planning.
Also on January 12, 2022, Mr. Stark advised the Company of his intention to
retire by late spring 2022. Upon Mr. Lawler's arrival as COO on February 1,
2022, Mr. Stark will continue to serve as the Company's President until his
retirement. Effective with Mr. Stark's retirement, Mr. Berry, the Company's
Chief Executive Officer will serve as President and CEO.
Mr. Lawler, 55, served most recently as the President and Chief Executive
Officer of Chesapeake Energy Corporation from June 2013 to April 2021.
Chesapeake voluntarily filed for Chapter 11 bankruptcy protection in June of
2020 and emerged from bankruptcy in February of 2021. Mr. Lawler has served as a
director of Pilot Travel Centers LLC (dba Pilot/Flying J) since 2016. Mr. Lawler
holds a degree in petroleum engineering from the Colorado School of Mines and an
M.B.A. from Rice University. There is no arrangement or understanding between
Mr. Lawler and any other person(s) pursuant to which he was selected to be Chief
Operating Officer and Executive Vice President of the Company, and Mr. Lawler
does not have any family relationships with any of the Company's executive
officers or directors.
Ms. Lambertz, 55, has been a director of the Company since May 2018. She also
served as Chief Culture Officer and Senior Vice President, Human Resources, from
February 2020 to January 2022. Prior to this, she served as the Company's Vice
President, Human Resources from October 2018 to February 2020. Before joining
the Company as an employee, she served as the Chief Operating Officer at Hamm
Capital, a family investment and advisory firm based in Oklahoma City, from
August 2011 to October 2018. Ms. Lambertz holds a bachelor's degree in business
administration from Oklahoma State University. Ms. Lambertz is the daughter of
the Company's Chairman and founder Harold G. Hamm. There is no arrangement or
understanding between Ms. Lambertz and any other person(s) pursuant to which she
was selected to be an officer of the Company.
Mr. Berry, 69, has served as our Chief Executive Officer since January 1, 2020.
Mr. Berry has been a director since May 2014. He served as Lead Director from
the 2016 Annual Meeting through the 2017 Annual Meeting. He has served on the
boards of directors of Oceaneering International, Inc. since June 2016 and
Franks International from January 2015 to May 2020. Mr. Berry holds a bachelor's
and a master's degree in petroleum engineering from Mississippi State
University. There is no arrangement or understanding between Mr. Berry and any
other person(s) pursuant to which he was selected to be President of the
Company.
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In connection with Mr. Lawler's appointment as Chief Operating Officer and
Executive Vice President, the Compensation Committee of the Board (the
"Committee") determined that Mr. Lawler would receive an annual base salary of
$650,000. He will be eligible to participate in the Company's annual and
long-term incentive award programs and retirement plans. Mr. Lawler's annual
target bonus will be equal to 100% of his annual base earnings, and he will
receive an initial restricted stock award targeting an award value of $9,600,000
(which is three times the annual target equity compensation award he will be
eligible to receive in future years). The award will vest 1/3 each year for
three years, starting in February 2023. Mr. Lawler will also be eligible for an
annual restricted equity award with a target amount equal to $3,200,000 and
vesting at the end of the third year after the grant, with the first such
vesting expected to occur in 2026.
In connection with Ms. Lambertz's appointment as Executive Vice President, Chief
Culture and Administrative Officer, the Committee determined that Ms. Lambertz
would receive the following compensation: (i) annual base pay of $600,000; (ii)
an annual cash incentive bonus target of 100% of her annual base pay; and
(iii) a target annual stock grant value of $2,100,000. In association with the
promotion, Ms. Lambertz will also receive an additional aggregate amount of
$1,647,156 added to existing restricted stock awards vesting from 2022 to 2024,
with $11,045, $559,722, and $1,076,389 in value being added to the shares
vesting in each of February 15, 2022, 2023 and 2024, respectively.
Ms. Lambertz may benefit from certain previously disclosed demand and
"piggyback" registration rights existing pursuant to a registration rights
agreement entered into in connection with the closing of the Company's initial
public offering in 2007. We also have previously disclosed a dry lease agreement
to use an aircraft owned by Berriere Capital LLC, an entity owned by Mr. Berry.
The dry lease contains terms customary in the air transport industry and was
entered into to facilitate efficient transportation of personnel. This agreement
went into effect in February of 2021 and there has been limited activity under
this agreement as of the date hereof.
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