Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously disclosed, pursuant to the Stockholders' Agreement, dated
September 15, 2021 (the "Stockholders Agreement"), by and among Archaea Energy
Inc. (the "Company"), the Company's stockholders listed on Schedule I thereto,
and certain other parties listed therein, Scott Parkes was automatically removed
as a member of the Company's Board of Directors (the "Board") on March 25, 2022
due to the Ares Investor (as defined in the Stockholders Agreement) ceasing to
own the requisite number of the Company's securities to maintain its director
designation right.
On April 1, 2022, the Board re-appointed Mr. Parkes to the Board as a Class I
director, effective April 5, 2022, with a term expiring at the Company's 2022
Annual Meeting of Stockholders (the "2022 Annual Meeting") or until his
successor is elected and qualified or, if earlier, until his death, resignation,
retirement, disqualification or removal from the Board. The Board has also
re-appointed Mr. Parkes as a member of the Compensation Committee of the Board
and as the chair of the Safety, Health, Environmental and Quality Committee of
the Board. There are no arrangements or understandings between Mr. Parkes and
any other person pursuant to which he was appointed as a director.
Mr. Parkes will receive compensation for his service on the Board in a manner
consistent with the Company's non-employee director compensation policy in
effect from time to time. Currently, under such policy, as further described in
the Company's definitive proxy statement for the 2022 Annual Meeting (the "Proxy
Statement"), which was filed by the Company on April 5, 2022, under "Director
Compensation," which is incorporated herein by reference, the Company's
non-employee directors receive an annual cash retainer of $75,000, which is paid
quarterly in arrears and prorated as appropriate for each director's period of
service on the Board.
There are no prior, current or proposed transactions in which Mr. Parkes had,
has or will have a direct or indirect material interest and in which the Company
was, is or will be a participant that require disclosure pursuant to Item 404(a)
of Regulation S-K, except for the Stockholders Agreement, pursuant to which he
was previously appointed and served as a member of the Board from September 2021
to March 2022. For more information on the Stockholders Agreement, see "Certain
Relationships and Related Party Transactions" in the Proxy Statement, which is
incorporated herein by reference.
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ARCHAEA ENERGY INC. 
