Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
On August 17, 2022 (the "Approval Date"), 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 President, transitioning the
role from William B. Berry, who will continue to serve as the Company's Chief
Executive Officer. In this new role, Mr. Lawler will continue to report to
Mr. Berry, with the title of President and Chief Operating Officer.
Mr. Lawler, 56 has served as our Chief Operating Officer and Executive Vice
President since joining the Company in February of 2022. Prior to joining the
Company, he 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 was no arrangement or understanding between
Mr. Lawler and any other person(s) pursuant to which he was selected to be
President and Chief Operating Officer of the Company, and Mr. Lawler does not
have any family relationships with any of the Company's executive officers or
directors. Mr. Lawler is not a party to any transaction required to be disclosed
pursuant to Item 404(a) of Regulation S-K promulgated under the Securities
Exchange Act of 1934, as amended.
In connection with Mr. Lawler's appointment as President and Chief Operating
Officer, the Compensation Committee of the Board (the "Committee") determined
that effective August 1, 2022, Mr. Lawler's annual base salary will be $715,000.
His annual bonus target remains unchanged at 100% of his annual base earnings.
His annual restricted stock award will have a target value of $3,950,000,
vesting at the end of the third year after the grant. On the Approval Date, the
Committee also awarded Mr. Lawler an aggregate of 17,238 restricted shares,
vesting in increments of 2,117, 5,746 and 9,375 shares on February 15, 2023,
2024 and 2025, respectively.
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