SANDRIDGE ENERGY, INC. (NYSE:SD) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02
Departure of Mr. Paul D. McKinney as President, Chief Executive Officer and Director
On December 12, 2019, Paul D. McKinney, President and Chief Executive Officer of SandRidge Energy, Inc. (SandRidge or the Company), tendered his resignation from the Company, effective December 12, 2019.
In connection with his resignation, Mr. McKinney also tendered his resignation as a director of the Company and as a director, member or partner of any and all subsidiaries of the Company. Mr. McKinneys resignation from the Board of Directors (the Board) of the Company, which was also effective December 12, 2019, was not the result of any disagreement with the Company on any matter relating to the Companys operations, policies or practices.
In connection with the termination of his employment, the Company entered into a separation agreement substantially in the form of that attached to the SandRidge Energy, Inc. Special Severance Plan (the Plan), as amended, with the following material severance terms, which are in lieu of the severance terms provided under the Plan:
The foregoing is qualified in its entirety by reference to the full text of the separation agreement attached as Exhibit A-1 to the Plan, which was filed with the Securities and Exchange Commission (the Commission) on May 9, 2019 as Exhibit 10.3.7 to the Companys Quarterly Report on Form 10-Q for the three months ended on March 31, 2019, which is incorporated herein by reference.
Appointment of Mr. John P. Suter as Interim President and Chief Executive Officer
Effective as of December 12, 2019, the Board appointed John P. Suter, Executive Vice President and Chief Operating Officer since December 1, 2016, to serve as the Companys Interim President and Chief Executive Officer.
Mr. Suter, age 59, joined SandRidge in April 2015 as Senior Vice President of Mid-Continent Operations, bringing with him extensive experience in the exploration and production sector, including most recently serving as Vice President of the Woodford business unit at American Energy Partners, LP from November 2013. From May 2010 to September 2013, he served as Vice President of Operations for Chesapeake Energy Corporations Western Division, and before that, as Chesapeakes District Manager for the Barnett Shale and Southern Oklahoma assets. Before joining Chesapeake Energy, Mr. Suter served in various operational roles at Continental Resources, Inc., Cabot Oil & Gas Corporation and Petro-Lewis Corporation. He holds a Bachelor of Science degree in Petroleum Engineering from Texas Tech University.
It is anticipated that Mr. Suters compensation arrangements will continue to the employment agreement he entered into with the Company in connection with his appointment as the Companys Executive Vice President and Chief Operating Officer, the terms of which were previously disclosed in the Companys Current Report on Form 8-K filed with the Commission on November 10, 2016. This summary is qualified in its entirety by reference to the full text of the 2015 Form of Employment Agreement for Executive Vice Presidents and Senior Vice Presidents, which was filed with the Commission on November 5, 2015 as Exhibit 10.3.4 to the Companys Quarterly Report on Form 10-Q for the three months ended on September 30, 2015.
There are no arrangements or understandings between Mr. Suter and any other person to which Mr. Suter was appointed as an executive officer of the Company, and there are no relationships between Mr. Suter and the Company that would require disclosure under Item 404(a) of Regulation S-K of the Securities Exchange Act of 1934, as amended.
On December 13, 2019, SandRidge issued a press release announcing initiatives to improve shareholder value, including the evaluation of minimal 2020 capex and the appointment of John Suter as Interim President and Chief Executive Officer following the resignation of Mr. McKinney. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.