Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Effective as of January 8, 2020, Philip A. Brown resigned from his position as a
member of the Board of Directors (the "Board") of Riviera Resources, Inc.
("Riviera" or the "Company") and as a member of the Audit Committee and the
Compensation Committee of the Board. Mr. Brown's decision to resign as a
director of the Company was not the result of any disagreement with the Company
on any matter relating to the operations, internal controls, policies or
practices of the Company.
On January 9, 2020, the Board elected Joseph E. Mills to the Board as an
independent director, effective immediately, to fill the vacancy created by
Mr. Brown's resignation. Mr. Mills will serve on both the Audit Committee and
the Compensation Committee of the Board.
Mr. Mills, age 59, currently serves as the President and Chief Executive Officer
of Samson Resources II, LLC, a position he has held since March 2017. Prior to
joining Samson Resources, Mr. Mills served as Chairman and Chief Executive
Officer of Eagle Rock Energy G&P, LLC, the general partner of Eagle Rock Energy
Partners, L.P., from May 2007 until it merged with Vanguard Natural Resources,
LP in October 2015. Mr. Mills also served as Chief Executive Officer and as a
manager of Montierra Management LLC, the general partner of Montierra Minerals &
Production, LP, from 2006 to October 2016. In addition, Mr. Mills previously
served on the board of directors of Roan Resources, Inc. from November 2018 to
December 2019 and CIU Global, Inc. from August 2015 to October 2016. Mr. Mills
received a Bachelor of Business Administration degree in Petroleum Land
Management from the University of Texas and a Master of Business Administration
degree in Finance from the University of Houston. The Board believes that
Mr. Mills' extensive executive experience with oil and natural gas companies
bring valuable strategic, managerial and analytical skills to the board.
In exchange for his service on the Board and its committees, Mr. Mills will
receive compensation of (i) $125,000 as an annual cash retainer (paid in
quarterly installments), and (ii) an annual equity award of restricted stock
units ("RSUs") with a grant date value of $125,000, with the number of RSUs
subject to the award determined by using the closing price of the Company's
common stock on the last trading day immediately prior to the grant date.
Mr. Mills will also be reimbursed for his expenses incurred in attending Board
and committee meetings.
The RSUs have a two-year vesting period, whereby 50% of the RSUs subject to the
award will normally vest on each of the first and second anniversaries of the
grant date (each, a "Vesting Date"), subject to Mr. Mills' continued service on
the Board through the applicable Vesting Date. However, if, prior to either
Vesting Date, (i) there is a change in control of the Company or Mr. Mills is
terminated in a "qualifying sale termination" or due to his death or disability,
all of the RSUs will vest; or (ii) Mr. Mills' service on the Board ceases due to
his failure to be re-elected to the Board other than for cause, gross
misconduct, ineligibility or refusal, the RSUs that would have vested on the
next Vesting Date will vest, with any unvested RSUs remaining outstanding and
eligible to vest upon a change in control of the Company that occurs within the
three-month period following his termination.
The foregoing description of the RSU award does not purport to be complete and
is subject to, and qualified in its entirety by, the full text of the Form of
Restricted Stock Unit Agreement under the Company's 2018 Omnibus Incentive Plan,
which is attached as Exhibit 10.1 hereto and incorporated herein by reference.
The Company has entered into a standard director indemnity agreement with
Mr. Mills, a form of which was filed with the SEC as Exhibit 10.6 to Amendment
No. 1 to the Company's Registration Statement on Form S-1 filed on July 19,
2018.
The Company has determined that neither Mr. Mills, nor any of his respective
immediate family members has or had (nor does any propose to have) a direct or
indirect material interest in any transaction in which the Company or any of the
Company's subsidiaries was or is (or is proposed to be) a participant, that
would be required to be disclosed under Item 404(a) of Securities and Exchange
Commission Regulation S-K. In addition, the Company has determined that there
are no family relationships between Mr. Mills and any current executive officer
or director of the Company.
There are no arrangements or understandings with the Company, or any other
persons, pursuant to which Mr. Mills was appointed as a director of the Company.
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A copy of the press release the Company issued on January 13, 2020 announcing
this transition is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
10.1 Form of Restricted Stock Unit Agreement (incorporated by reference
to Exhibit 10.3 to the Company's Registration Statement on Form S-8
filed on August 7th, 2018)
99.1 Press release dated January 13, 2020
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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