Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
Key features of the new compensation structure include:
· Short-term incentive metrics focused on returns and long-term cash generation;
· Mandatory stock settlement for our CEO, CFO and COO of any portion of the
short-term incentive paid above-target;
· Long-term incentives heavily weighted toward performance-based awards (70% for
our CEO, 60% for our CFO and COO);
· Use of absolute total stockholder return as the sole performance metric for a
significant portion of our performance-based long-term incentives;
· Elimination of cash severance for our CEO, CFO and COO except in the event of a
change in control; and
· In the event of a change in control, payment of one third of the CEO severance
will be in stock with a mandatory post-termination holding period.
Changes to the compensation structure for
Short-term incentive
Amounts that may be earned by the executive officers in respect of their 2021
short-term incentive will be based on free cash flow, operating efficiency,
sustainability, maintenance of production levels and achievement of strategic
goals (which relate to balance sheet management, inventory management, human
capital management and absolute total share return ("TSR")). Short-term
incentive amounts, if any, in excess of target will be payable in stock, with no
minimum holding period, for
Following are the 2021 short-term incentive opportunities for Messrs. Peterson, Henderson, and Rimer, expressed as a percentage of base salary:
Threshold Target Maximum Mr. Peterson 50 % 100 % 200 % Mr. Henderson 50 % 85 % 150 % Mr. Rimer 50 % 85 % 150 % Long-term incentive
Awards pursuant to the Company's long-term incentive program were made in a
combination of restricted stock units ("RSUs") and performance stock units
("PSUs"). Seventy percent (70%) of
The following 2021 long-term incentive awards were made to Messrs. Peterson, Henderson, and Rimer: Absolute TSR PSUs Relative TSR PSUs RSUs (Target) (Target) Mr. Peterson 48,662 56,772 56,772 Mr. Henderson 24,331 18,248 18,248 Mr. Rimer 24,331 18,248 18,248
In addition to the long-term incentive grants described above, Messrs. Peterson,
Henderson, and Rimer also each received a one-time grant of RSUs that cliff
vests after five (5) years, in the following amounts:
Employment agreements
Each executive officer entered into an amended employment agreement. Among other
things, the amended agreements (i) eliminate severance outside of a change in
control context, (ii) shorten the period during which the executive has to
provide notice of the existence of a condition constituting "Good Reason" under
the agreement from 60 to 30 days (iii) provide for cash severance upon a
termination without cause or for good reason only in connection with a change in
control, equal to two times annual salary and bonus, (iv) provide for
post-termination welfare coverage in certain circumstances for up to 18 months
(24 months for
Item 5.08 Shareholder Director Nominations.
The information required by this Item 5.08 is incorporated by reference to Item 8.01 of this Current Report on Form 8-K.
Item 8.01 Other Events.
The Company intends to hold its 2021 annual meeting of stockholders (the "Annual
Meeting") on
Under the proxy rules and regulations of the
Eligible stockholders may under certain circumstances be able to nominate and
include in our proxy materials a specified number of candidates for election as
directors under the proxy access provisions of our by-laws. Among other
requirements in our by-laws, to nominate a director under the proxy access
provisions of our by-laws for the Annual Meeting, a stockholder must give
written notice to our Corporate Secretary that complies with our by-laws no
later than
A stockholder who otherwise intends to present business, other than a
stockholder proposal pursuant to Rule 14a-8, or to nominate a director, other
than pursuant to our proxy access by-law provision, at the Annual Meeting must
comply with the requirements set forth in our by-laws. Among other matters, to
present business or nominate a director at the Annual Meeting, a stockholder
must give written notice to our Corporate Secretary that complies with our
by-laws no later than
Stockholder proposals or nominations pursuant to any of the foregoing should be
sent to us at our principal executive offices:
Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 10.1 Executive Employment and Severance Agreement, dated as ofFebruary 2, 2021 , by and betweenWhiting Petroleum Corporation and Lynn A. Peterson. 10.2 Executive Employment and Severance Agreement, dated as ofFebruary 2, 2021 , by and betweenWhiting Petroleum Corporation and James P. Henderson. 10.3 Executive Employment and Severance Agreement, dated as ofFebruary 2, 2021 , by and betweenWhiting Petroleum Corporation and Charles J. Rimer. 10.4 Form of Performance Stock Unit Award Agreement. 10.5 Form of Restricted Stock Unit Award Agreement (extended vesting). 10.6 Form of Restricted Stock Unit Award Agreement (time-based vesting). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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