Whiting Petroleum Corporation (NYSE:WLL) 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
On July 15, 2019, Michael J. Stevens, the current Senior Vice President and Chief Financial Officer of Whiting Petroleum Corporation (the Company), notified the Company of his intent to step down from such position effective August 1, 2019. In addition, on July 15, 2019, the Board of Directors of the Company (the Board) acted to elect Correne S. Loeffler as Chief Financial Officer of the Company effective August 1, 2019.
Ms. Loeffler, age 43, brings 14 years of financial experience in the oil and natural gas industry. Ms. Loeffler previously served as Vice President, Finance and Treasurer for Callon Petroleum Company, an independent exploration and production company, from April 2017 to July 2019. She also served as Interim Chief Financial Officer of Callon Petroleum Company from June 2017 to December 2017. Prior to that, Ms. Loeffler was Executive Director with JPMorgan Securities, LLC where she was employed in the Corporate Client Bank Group from 2006 to 2017. She also was an Associate in Bank of Americas Global Corporate & Investment Bank from 2005 to 2006 and a Consultant at Accenture from 1999 to 2003. Ms. Loeffler holds a Bachelor of Arts from Indiana University and a Master of Business Administration from the University of Texas.
In connection with Ms. Loeffler becoming Chief Financial Officer, the Compensation Committee of the Board of the Board of Directors of the Company (the Committee) approved (i) a base salary for Ms. Loeffler of $440,000, (ii) an annual bonus target for Ms. Loeffler of 50% of her base salary based on the 2019 performance goals established by the Committee under the Companys short-term incentive plan, provided that such annual bonus will be pro-rated for 2019 based on time of service, (iii) a long-term equity incentive grant for to Ms. Loeffler of stock-settled restricted stock units of $325,000, of which one-third will vest on each of the first three anniversaries of the grant date, (iv) a long-term equity incentive grant to Ms. Loeffler of performance share units of $325,000, which will cliff vest after the award payout level is determined based on the Companys total shareholder return relative to its compensation peer group over three performance periods beginning on January 1, 2019 and ending on each of the first three anniversaries thereafter and (v) a cash signing bonus of $190,000.
The Committee also approved and the Company entered into with Ms. Loeffler an Executive Employment and Severance Agreement (the Employment Agreement) effective August 1, 2019. The Employment Agreement has a term that ends after one year and renews automatically for successive one year terms unless either party provides written notice to the other party at least 180 days prior to the end of a term. The Employment Agreement provides that Ms. Loeffler is entitled to a base salary as in effect on the date of the Employment Agreement, subject to increase, but not decrease, as may be determined by the Committee, and to participate in cash and equity incentive plans and employee benefit plans that the Company generally provides to its senior executives. The Employment Agreement also provides that Ms. Loeffler is entitled to certain severance payments and other benefits upon a qualifying employment termination, including after a Change of Control (as defined in the Employment Agreement) of the Company. If Ms. Loefflers employment is terminated without Cause (as defined in the Employment Agreement) or for Good Reason (as defined in the Employment Agreement) prior to the end of the employment term, Ms. Loeffler will be entitled to accrued but unpaid benefits, including a pro rata portion of the current years target annual bonus, and a lump sum severance benefit equal to Ms. Loefflers base salary multiplied by one, plus the target bonus for the year in which the termination occurs. If such termination occurs within two years following a Change of Control, the multiplier of base salary described in the previous sentence is increased to two. Additionally, until the earlier of 18 months following a qualified termination (or 24 months if such termination follows a Change of Control) or such time as Ms. Loeffler has obtained new employment and is covered by benefits at least equal in value, Ms. Loeffler will continue to be covered, at the expense of the Company, by the same or equivalent life
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