Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Director Departure
On May 26, 2022, Mr. Temitope Ogunyomi resigned from the board of directors (the
"Board") of Ranger Oil Corporation (the "Company"), effective immediately. The
decision of Mr. Ogunyomi to resign as a director of the Company was not a result
of any disagreement with the Company on any matter relating to the operations,
policies or practices of the Company.
Director Appointment
Effective May 26, 2022, Mr. Garrett Chunn was appointed to the Board to fill the
vacancy on the Board left by the resignation of Mr. Ogunyomi, to serve until his
successor is elected and qualified, or, if earlier, until his death, disability,
resignation, disqualification or removal from office. The Board also appointed
Mr. Chunn to the Reserves Committee of the Board. In connection with the
appointment of Mr. Chunn, the Board determined that Mr. Chunn is independent
under the rules of The Nasdaq Stock Market. Mr. Chunn was appointed pursuant to
and in accordance with to the terms of the Amended and Restated Investor and
Registration Rights Agreement, dated October 6, 2021, by and among the Company,
JSTX Holdings, LLC and Rocky Creek Resources, LLC (filed as Exhibit 10.3 to the
Company's Current Report on Form 8-K filed on October 7, 2021) (the "Investor
Agreement") and the Company's Fourth Amended and Restated Articles of
Incorporation, as amended (the "Articles").
Mr. Chunn is a Vice President at Juniper Capital Advisors, L.P. ("Juniper"), the
Company's controlling shareholder, which he joined in August 2020. Mr. Chunn has
over 10 years of experience in the energy industry in both operational and
business development related roles. Prior to joining Juniper, he was a Vice
President at Kayne Anderson's Energy Group. While at Kayne Anderson, Mr. Chunn
was responsible for reserve-based valuations and engineering oversight of Kayne
Anderson's oil & gas portfolio companies. Prior to joining Kayne Anderson,
Mr. Chunn held various acquisitions and divestitures ("A&D"), engineering, and
asset development roles at Encana Oil & Gas. During his time at Encana,
Mr. Chunn focused on reservoir engineering, drilling and completions
engineering, and A&D activity across a number of the company's assets in various
basins. Mr. Chunn holds a B.S. in Petroleum Engineering from Louisiana State
University.
In connection with his appointment to the Board, the Company entered into a
customary indemnification agreement (the "Indemnification Agreement"), in the
form previously approved by the Board, with Mr. Chunn. The Indemnification
Agreement provides for the mandatory advancement and reimbursement of reasonable
expenses (subject to limited exceptions) incurred by Mr. Chunn in various legal
proceedings in which he may be involved by reason of his service as director, as
permitted by Virginia law and the Articles. Mr. Chunn agreed to waive all
compensation, including equity compensation, in connection with his service on
the Board and committees of the Board.
The foregoing description of the Indemnification Agreement does not purport to
be complete and is qualified in its entirety by reference to the complete text
of the form of Indemnification Agreement, a copy of which was filed as Exhibit
10.6 to the Company's Current Report on Form 8-K filed on October 11, 2016 and
is incorporated herein by reference.
Mr. Chunn is not related to any officer or director of the Company. There are no
arrangements or understandings between Mr. Chunn and any other persons pursuant
to which he will serve as a director, other than the Investor Agreement and the
Articles. There are no transactions or relationships between Mr. Chunn and the
Company that would be required to be reported under
Item 404(a) of Regulation S-K.
Executive Severance Plan
On May 23, 2022, the Compensation and Benefits Committee of the Board approved
and adopted the Ranger Oil Corporation Executive Severance Plan (the "Executive
Severance Plan"). Certain officers of the Company, including the Company's
executive officers, Darrin J. Henke, the Company's President and Chief Executive
Officer; Julia Gwaltney, the Company's Senior Vice President, Chief Operating
Officer; and Russell T Kelley, Jr., the Company's Senior Vice President, Chief
Financial Officer and Treasurer, are eligible to participate in the plan.
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Under the Executive Severance Plan, each executive officer is eligible to
receive the following payments and benefits in the event of a termination by the
Company without Cause or a resignation by the executive officer with Good Reason
(each as defined in the Executive Severance Plan):
• cash payments in an aggregate amount equal to 1.0 times (or 2.0 for
Mr. Henke) the executive's annual base salary, payable in installments over
12 months (or 24 months for Mr. Henke);
• any unpaid annual bonus earned by the executive for the fiscal year preceding
the year of termination based on the actual level of performance, with any
subjective or discretionary components of such annual bonus deemed achieved
at the target level; and
• up to 18 months' Company's subsidized COBRA premiums for continued group
health benefits for the executive and his or her eligible dependents.
The Executive Severance Plan provides enhanced benefits in the event that such a
termination occurs within 24 months following a Change of Control, in which case
(1) the cash payments are replaced with a lump sum cash payment equal to 2.0
times (or 2.5 for Mr. Henke) the sum of the executive's base salary and target
annual bonus amount; (2) an additional pro-rata annual bonus for the year of
termination is also payable (based on the actual level of performance, with any
subjective or discretionary components of such annual bonus deemed achieved at
the target level); and (3) Company-provided outplacement services up to a
maximum Company cost of $10,000 are also provided.
Benefits under the Executive Severance Plan are conditioned upon the executive's
execution of a release of claims that includes customary confidentiality,
non-disparagement, non-competition and non-solicitation provisions.
The foregoing summary is qualified in its entirety by reference to the Executive
Severance Plan, a copy of which is attached hereto as Exhibit 10.1 and which is
incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
10.1 Ranger Oil Corporation Executive Severance Plan
104 The cover page from Ranger Oil Corporation's Current Report on Form
8-K, formatted in Inline XBRL (included as Exhibit 101).
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