ARCHROCK,INC. (NYSE:AROC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July11, 2018, Archrock,Inc. (the “Company”) announced the appointment of Douglas S. Aron as the Company’s Senior Vice President and Chief Financial Officer, effective August13, 2018.
Mr.Aron, 44, served as Executive Vice President and Chief Financial Officer of HollyFrontier Corporation from July2011 to March2017. Prior to Frontier’s merger with Holly in July2011, Mr.Aron served Frontier Oil Corporation as Executive Vice President and Chief Financial Officer, from January2009, as Vice President of Corporate Finance, from May2005 to December2008 and as Director of Investor Relations, from March2001 to May2005. Mr.Aron most recently served as Executive Vice President and Chief Financial Officer of Nine Energy Service,Inc. from Aprilto September2017. He holds a Bachelor of Journalism from the University of Texas and an MBA from the Jesse H. Jones Graduate School of Business at Rice University.
In connection with his appointment, the Company provided Mr.Aron with an employment letter that provides for an annual base salary of $425,000. He will participate in the Company’s annual (i)short-term incentive program with a target annual cash bonus of 75% of base salary and (ii)long-term incentive award program with an initial target value of $850,000. In addition, Mr.Aron will receive a one-time $500,000 equity award consisting of restricted stock vesting ratably on an annual basis over three years, which is expected to be awarded as soon as administratively practicable when his employment commences on August 13, 2018. Mr.Aron will be eligible to participate in the Company’s employee benefit plans and programs generally available to all employees. Although Mr.Aron will not have an employment agreement with the Company, effective August 13, 2018, the Company will enter into the following agreements:
· An indemnification agreement which requires the Company to indemnify Mr.Aron to the fullest extent permitted under Delaware law against liability that may arise by reason of his service to the Company, and to advance expenses incurred as a result of any proceeding against him as to which he could be indemnified.
· A severance benefit agreement which provides that if Mr.Aron’s employment is terminated by the Company without cause he will be eligible to receive severance benefits, and which subjects Mr.Aron to customary restrictive covenants, including confidentiality, non-compete, non-solicitation and non-disparagement.
· A change of control agreement which provides for the payment of certain benefits only in the event of a qualifying termination of Mr.Aron’s employment within 18 months of a change of control.
The foregoing description of Mr.Aron’s employment letter is qualified in its entirety by reference to the full text of the letter, which is attached to this Current Report on Form8-K as Exhibit10.1 and incorporated by reference. The foregoing descriptions of the agreements to be entered into with Mr.Aron are qualified in their entirety by the forms of such agreements on file with the SEC, with respect to the indemnification agreement, Exhibit10.7 to the Current Report on Form8-K filed on November5, 2015; with respect to the severance benefit agreement, Exhibit10.9 to the Current Report on Form8-K filed on November5, 2015, Exhibit10.3 to the Quarterly Report on Form10-Q for the quarter ended June30, 2017 and Exhibit10.73 to the Annual Report on Form10-K for the year ended December31, 2017; and with respect to the change of control agreement, Exhibit10.2 to this Current Report on Form8-K, each of which is incorporated herein by reference.
Mr.Aron does not have any family relationship with any member of the Company’s board of directors or any executive officer of the Company. There are no relationships or related transactions between Mr.Aron and the Company that would be required to be reported in this Current Report on Form 8-K.
Item 7.01Regulation FD Disclosure.
A press release dated July11, 2018, announcing the appointment of Mr.Aron as Senior Vice President and Chief Financial Officer of the Company is filed as Exhibit99.1 to this Current Report on Form 8-K.