Item 5.02 Departure of Directors or Certain Officers; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers
As announced on January 10, 2022, Matthew V. Hairford retired as President of
Matador Resources Company (the "Company") and David E. Lancaster retired as
Executive Vice President and Chief Financial Officer of the Company, in each
case effective on March 31, 2022. Messrs. Hairford and Lancaster have both
transitioned to roles as Special Advisors to the Company's Board of Directors
and Executive Committee.
In connection with their transition to Special Advisor roles, Messrs. Hairford
and Lancaster have each entered into an Advisor Agreement (the "Advisor
Agreements") with a subsidiary of the Company, which agreements were effective
simultaneously with Messrs. Hairford's and Lancaster's retirements on March 31,
2022 and have terms expiring on December 31, 2023, subject to month-to-month
extensions thereafter. Messrs. Hairford and Lancaster will each report to the
Chief Executive Officer and Board of Directors of the Company and provide
certain services as outlined in their respective Advisor Agreement. Each of the
Advisor Agreements provides for an annual fee of $250,000 and confirm the
continued vesting of each of Messrs. Hairford's and Lancaster's outstanding
equity awards during the consulting term. The Advisor Agreements also include
confidentiality covenants and a two-year post-termination non-competition and
non-solicitation covenant. A copy of each of Messrs. Hairford's and Lancaster's
Advisor Agreement is attached hereto as Exhibit 10.1 and 10.2, respectively, and
is incorporated herein by reference.
Also as previously announced, the Company's Board of Directors appointed the
following executive officers, effective March 31, 2022, to succeed Mr. Hairford
as President of the Company: (i) Billy E. Goodwin, age 64, who was the Company's
Executive Vice President and Chief Operating Officer-Drilling, Completions &
Production, to President - Operations and (ii) Van H. Singleton, II, age 44, who
was the Company's Executive Vice President of Land, to President - Land, A&D and
Planning. In addition, the Company's Board of Directors appointed Michael D.
Frenzel, age 40, the Company's Senior Vice President and Treasurer, to succeed
Mr. Lancaster as Principal Financial Officer, effective March 31, 2022. The
biographical information regarding Messrs. Goodwin, Singleton and Frenzel,
disclosed in the Company's Definitive Proxy Statement on Schedule 14A, filed
with the Securities and Exchange Commission on April 22, 2021 (the "Proxy
Statement"), under the heading "Executive Officers and Other Senior Officers of
the Company" is incorporated herein by reference. In addition, the information
related to Mr. Goodwin disclosed in the Proxy Statement under the heading
"Transactions With Related Persons" is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description of Exhibit
10.1 Advisor Agreement between MRC Energy Company and Matthew Hairford,
effective March 31, 2022.
10.2 Advisor Agreement between MRC Energy Company and David Lancaster,
effective March 31, 2022.
104 Cover Page Interactive Data File, formatted in Inline XBRL (included as
Exhibit 101).
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses