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Share Name | Share Symbol | Market | Type |
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Chaparral Energy Inc | NYSE:CHAP | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.392 | 0 | 00:00:00 |
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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Regardless of whether you will be able to attend the Annual Meeting,
please vote your share promptly so that you may be represented at the meeting. |
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Chaparral Energy, Inc.
701 Cedar Lake Boulevard Oklahoma City, OK 73114 |
Place:
Held exclusively as a virtual meeting via live webcast at: www.virtualshareholdermeeting.com/CHAP2020 |
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Time and Date:
9:00 a.m. Central Time June 26, 2020 |
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Record Date:
May 11, 2020 |
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to elect eight directors named in the accompanying proxy statement, each to serve until the next Annual Meeting of Stockholders and until his or her successor is duly elected and qualified;
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to consider an advisory vote on the compensation of the Company’s named executive officers as disclosed in the accompanying proxy statement;
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to ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020; and
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to transact such other business as may properly come before the Annual Meeting or any postponement or adjournment thereof.
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By Order of the Board of Directors,
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Justin P. Byrne
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Vice President, General Counsel and Secretary
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Chaparral Energy, Inc.
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2020 Proxy Statement
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2020 Proxy Statement
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Chaparral Energy, Inc.
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Chaparral Energy, Inc.
701 Cedar Lake Boulevard Oklahoma City, OK 73114 |
Chaparral Energy, Inc.
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2020 Proxy Statement
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2020 Proxy Statement
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Chaparral Energy, Inc.
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By Telephone |
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If you have telephone or Internet access, you may submit your proxy vote by following the instructions provided on your proxy card or voting instructions form. If you grant a proxy by telephone or Internet, your voting instructions must be received by 10:59 p.m. Central Time on June 25, 2020. If you vote by telephone or Internet before the Annual Meeting, you do NOT need to return your proxy card by mail.
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By Internet Before the Annual Meeting |
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By Mail |
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You may submit your proxy vote by mail by signing a proxy card if your shares of Common Stock are registered or, for shares held beneficially in street name, by following the voting instructions included by your broker, trustee or nominee, and mailing it in the enclosed envelope. If you provide specific voting instructions, your shares of Common Stock will be voted as you have instructed. Any proxy card that you mail must be signed and dated and must actually be received prior to the Annual Meeting.
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By Internet While Virtually Attending at the Annual Meeting |
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If your shares of Common Stock are registered directly in your name with our transfer agent, Computershare Trust Company, N.A., you are considered, with respect to those shares, the stockholder of record. You will need your 16-digit control number that is shown on your proxy card or voting instructions form to vote while attending the meeting online. If your voting instructions form does not include a 16-digit control number, you must contact your broker for instructions to access the meeting. If you do not have your 16-digit control number, you will still be able to attend the Annual Meeting as a “guest” and listen to the proceedings, but you will not be able to vote, ask questions, or otherwise participate. Even if you plan to virtually attend the Annual Meeting, we encourage you to vote by proxy (by telephone, internet or mail). Virtually attending the Annual Meeting (without further action) will not revoke your proxy.
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Chaparral Energy, Inc.
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2020 Proxy Statement
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“FOR” the election of each of the eight nominees for the Board (Proposal No. 1);
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“FOR” the approval, on an advisory basis, of the compensation of Company’s named executive officers (Proposal No. 2); and
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“FOR” the ratification of Grant Thornton as our independent registered public accounting firm for the fiscal year ending December 31, 2020 (Proposal No. 3).
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2020 Proxy Statement
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Chaparral Energy, Inc.
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notifying the Corporate Secretary, in writing received prior to the commencement of the Annual Meeting at Chaparral Energy, Inc., 701 Cedar Lake Boulevard, Oklahoma City, Oklahoma 73114, that you are changing your vote or revoking your proxy;
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completing and sending in another proxy card or voting instructions form with a later date, which proxy card or voting instructions form is received prior to the closing of the polls at the Annual Meeting; or
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voting online while virtually attending the Annual Meeting. Your virtual attendance at the Annual Meeting alone with not revoke your proxy.
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Chaparral Energy, Inc.
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2020 Proxy Statement
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2020 Proxy Statement
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Chaparral Energy, Inc.
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Chaparral Energy, Inc.
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2020 Proxy Statement
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Name
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Age
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Position
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Charles Duginski
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48
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Chief Executive Officer, President and Director
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Marcus C. Rowland
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Director and Chairman of the Board
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Douglas E. Brooks
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Director
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Michael J. Kuharski
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Director
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Samuel E. Langford
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Director
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Mark “Mac” A. McFarland
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50
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Director
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Kenneth W. Moore
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50
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Director
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Gysle R. Shellum
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68
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Director
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Charles Duginski
Chief Executive Officer and President, Director |
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Director Since: 2019
Age: 48 |
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Biographical Information:
Charles Duginski joined Chaparral in 2019 as the Chief Executive Officer, President and Director. Prior to joining Chaparral, he served as Senior Vice President and Chief Operating Officer of Tapstone Energy, LLC (“Tapstone”) from February 2017 to December 2019, and was appointed to the Board of Directors of Tapstone in January 2019. Prior to joining Tapstone, he served as Chief Operating Officer of Echo Energy from July 2016 until February 2017. From October 2013 to June 2016, Mr. Duginski served as Vice President – Southern Region Production of Continental Resources, Inc., where he had operational and technical leadership responsibilities for the Anadarko Basin. From November 2004 until October 2013, Mr. Duginski held various positions at Chesapeake Energy Corporation, including District Manager – Haynesville, then Vice President – Haynesville/Barnett Business Unit. He began his career in technical roles at Mobil Oil and ExxonMobil. |
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Mr. Duginski holds a Bachelor of Science degree in Mechanical Engineering from the University of Oklahoma.
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Qualifications:
The Board believes Mr. Duginski’s extensive experience as an executive in the energy industry brings important oil and gas industry experience and operational and executive acumen to the Board. |
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Marcus C. Rowland
Director and Chairman of the Board |
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Director Since: 2019
Age: 67 |
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Biographical Information:
Marcus C. Rowland joined Chaparral’s Board in April 2019. Mr. Rowland is the founder and currently senior managing director of IOG Capital, LP where he leads such company’s investment team and has served in the position since 2014; and he has served as the chief executive officer of IOG Resources, LLC since 2017. Previously, Mr. Rowland served as the chief executive officer at FTS International, Inc. (formerly Frac Tech International, LLC) from May 2011 through November 2012, and as the president and chief financial officer of Frac Tech Services, LLC and Frac Tech International, LLC from November 2010 to May 2011. Mr. Rowland served as the chief financial officer or equivalent positions of Chesapeake Energy Corporation from 1993, when the company became publicly traded, until October 2010, leaving in the position of executive vice president and chief financial officer. Prior to that, Mr. Rowland served as chief operating officer of Anglo-Suisse, LP from 1990 to 1992. |
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Mr. Rowland has served as a director on the boards of a number of public and private companies including as chairman of the board for SilverBow Resources from 2016 to the present and as a director of Mitcham Industries, Inc. from 2015 to the present, Key Energy Services, Inc. from March 2020 to present and Warren Resources, Inc. from 2012 to 2016. He is an alumnus of Wichita State University and serves on the Wichita State University Foundation Investment Committee and National Advisory Council.
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Qualifications:
The Board believes Mr. Rowland’s experience advising and investing in the energy industry is a significant contribution to the Board. |
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2020 Proxy Statement
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Chaparral Energy, Inc.
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Samuel E. Langford
Director |
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Director Since: 2017
Board Committees: Audit; Compensation Committee Age: 62 |
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Biographical Information:
Samuel E. Langford was named to Chaparral’s Board in 2017. Mr. Langford continues to serve as the principal for Langford Upstream Advisory, L.L.C., a position he has held since 2013. Previously, he spent eight years working in positions of growing responsibility at Newfield Exploration, including roles as the company’s vice president of corporate development, general manager for its Mid-Continent Business Unit and senior corporate advisor. Before joining Newfield, Mr. Langford spent time at Cockrell Oil Corporation, British Gas E&P, Tenneco Inc., Tenneco Oil Co. and Exxon USA. |
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Mr. Langford currently serves as an advisor to Silver Point Capital, L.P. He also is currently a member of the board of directors for Basic Energy Services. He received his Bachelor of Science degree in mechanical engineering from Auburn University.
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Qualifications:
The Board believes Mr. Langford brings significant leadership experience and expertise in the energy industry to the Board. |
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Chaparral Energy, Inc.
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2020 Proxy Statement
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Gysle R. Shellum
Director |
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Director Since: 2017
Board Committees: Audit Age: 68 |
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Biographical Information:
Gysle R. Shellum was named to Chaparral’s Board in 2017. Mr. Shellum previously served as the chief financial officer of PDC Energy, Inc. from 2008 until his retirement in 2016. Prior to that time, he was the vice president of finance at Crosstex Energy, L.P. (now EnLink Midstream, L.L.C.). Mr. Shellum previously held senior financial positions in a number of E&P companies subsequent to starting his career in public accounting with Arthur Andersen & Co. in Dallas, Texas. |
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Mr. Shellum served as an at-large director for the Independent Petroleum Association of America in 2016 and 2017, and he served on the University of Colorado Global Energy Management Graduate Program’s Advisory Council until his retirement. He received his Bachelor of Arts in accounting from the University of Texas at Arlington.
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Qualifications:
The Board believes Mr. Shellum’s extensive financial expertise brings important experience and skill to the Board. |
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2020 Proxy Statement
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Chaparral Energy, Inc.
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Corporate Governance Guidelines;
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Code of Business Conduct and Ethics; and
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Board committee charters.
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Chaparral Energy, Inc.
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2020 Proxy Statement
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2020 Proxy Statement
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Chaparral Energy, Inc.
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an annual cash retainer of $225,000 to the non-employee Chairman of the Board;
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an annual cash retainer of $150,000 to each non-employee director (other than the Chairman of the Board);
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an additional annual cash retainer of $10,000, $7,500 and $5,000 for service in a non-chairperson role in the Audit, Compensation, and Nominating and Governance Committees, respectively;
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an additional annual cash retainer of $20,000, $15,000 and $12,500 for the Chairman of the Audit, Compensation, and Nominating and Governance Committees, respectively; and
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an annual cash retainer of $20,000 to the Designated Independent Director.
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Chaparral Energy, Inc.
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2020 Proxy Statement
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13
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Name
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Fees Earned
or Paid in Cash ($) |
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Stock Awards(1)
($) |
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Total
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Marcus C. Rowland
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$150,288
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$26,600
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$176,888
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Douglas E. Brooks
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140,000
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13,300
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153,300
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Matthew D. Cabell(2)
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147,500
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17,488
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164,988
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Robert F. Heinemann(3)
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50,000
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—
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50,000
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Michael J. Kuharski(4)
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—
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—
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—
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David Geenberg(5)
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—
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—
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—
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Samuel E. Langford
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145,000
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13,300
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158,300
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Kenneth W. Moore
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155,500
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13,300
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168,800
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Graham A. Morris(6)
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—
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—
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—
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Mark “Mac” A. McFarland
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—
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—
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—
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Gysle R. Shellum
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127,500
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13,300
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140,800
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(1)
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The amounts in this column represent the value of RSUs granted to each director in 2019 as annual equity grants and, in the case of Mr. Cabell, the incremental fair value under Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation (“FASB ASC Topic 718”) associated with the modification of his outstanding equity awards in connection with his resignation from the Board, as described in footnote 2 below. The amounts shown in this column are valued based on the aggregate grant date fair value computed in accordance with FASB ASC Topic 718, based on the closing stock price on the date of grant. As of December 31, 2019, our non-employee directors held the following unvested outstanding equity awards: Mr. Rowland, 20,000 RSUs; Mr. Brooks, 6,044 shares of restricted stock and 10,000 RSUs; Mr. Langford, 6,044 shares of restricted stock and 10,000 RSUs; Mr. Moore, 6,044 shares of restricted stock and 10,000 RSUs; and Mr. Shellum, 6,044 shares of restricted stock and 10,000 RSUs.
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(2)
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Matt Cabell resigned from the Board effective December 20, 2019. In recognition of Matthew Cabell’s voluntary resignation from the Board in order to facilitate the corporate governance changes contemplated by the Amended SVP Support Agreement, the Board and the Compensation Committee (with Mr. Cabell recusing himself) accelerated the vesting of the two tranches of equity awards that would have become vested if Mr. Cabell had remained a director until the Annual Meeting. As a result, a total of 10,000 unvested RSUs and 6,044 shares of restricted stock became vested on December 20, 2019. After this acceleration of vesting, none of Mr. Cabell’s prior equity grants remained unvested. Furthermore, Mr. Cabell received the director and committee fees he would have received for the full fourth quarter of 2019, even though his resignation became effective on December 20, 2019.
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Robert F. Heinemann resigned from the Board effective July 10, 2019.
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Michael J. Kuharski was appointed to the Board effective December 20, 2019. Pursuant to the terms of the Amended SVP Support Agreement, Mr. Kuharski has waived his right to compensation as a member of the Board and does not participate in the Company’s non-employee director compensation program.
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David Geenberg resigned from the Board effective March 11, 2019. Pursuant to the terms of the Original SVP Support Agreement, Mr. Geenberg waived his right to compensation as a member of the Board and did not participate in the Company’s non-employee director compensation program.
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(6)
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Graham A. Morris resigned from the Board effective March 11, 2019. Pursuant to the terms of the Original Contrarian Support Agreement (as defined in Item 13 below), Mr. Morris waived his right to compensation as a member of the Board and did not participate in the Company’s non-employee director compensation program.
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THE BOARD RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE ELECTION OF THE EIGHT DIRECTORS. IF NOT OTHERWISE SPECIFIED IN EXECUTED PROXY CARDS, THE PROXY WILL VOTE COMMON SHARES “FOR” THE ELECTION OF EACH DIRECTOR NOMINEE.
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2020 Proxy Statement
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Chaparral Energy, Inc.
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Name
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Age
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Position
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Charles Duginski
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48
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Chief Executive Officer, President and Director
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Justin P. Byrne
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Vice President—General Counsel and Secretary
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Clinton J. Calhoun
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42
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Vice President—Resource Development
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Stephanie A. Carnes
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Vice President—Corporate Controller
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Joshua D. Walker
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Vice President—Completions and Operations
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Charles Duginski
Chief Executive Officer, Director |
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Charles Duginski joined Chaparral in 2019 as the Chief Executive Officer, President and Director. Prior to joining Chaparral, he served as Senior Vice President and Chief Operating Officer of Tapstone Energy, LLC (“Tapstone”) from February 2017 to December 2019, and was appointed to the Board of Directors of Tapstone in January 2019. Prior to joining Tapstone, he served as Chief Operating Officer of Echo Energy from July 2016 until February 2017. From October 2013 to June 2016, Mr. Duginski served as Vice President – Southern Region Production of Continental Resources, Inc., where he had operational and technical leadership responsibilities for the Anadarko Basin. From November 2004 until October 2013, Mr. Duginski held various positions at Chesapeake Energy Corporation, including District Manager – Haynesville, then Vice President – Haynesville/Barnett Business Unit. He began his career in technical roles at Mobil Oil and ExxonMobil.
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Mr. Duginski holds a Bachelor of Science degree in Mechanical Engineering from the University of Oklahoma.
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Justin P. Byrne
Vice President - General Counsel and Secretary |
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Justin P. Byrne joined Chaparral in 2019 as Vice President, General Counsel and Secretary. Prior to joining the Company, Mr. Byrne worked in the private law practice of Hall, Estill, Hardwick, Gable, Golden and Nelson, P.C. From 2008 to 2016, Mr. Byrne worked at SandRidge Energy, Inc., where he served as Associate General Counsel and Assistant Corporate Secretary. Before that time, he was Counsel at Devon Energy and Kerr-McGee Corporation after beginning his career with the firm of Hughes & Luce, L.L.P.
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Mr. Byrne holds a Doctor of Jurisprudence from the University of Texas School of Law and a Bachelor of Arts degree in history from the University of Tulsa. He is a member of both the Oklahoma and Texas State Bars.
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Clinton J. Calhoun
Vice President - Resource Development |
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Clinton J. Calhoun joined Chaparral in 2019 as Vice President – Resource Development. Before joining the Company, Mr. Calhoun co-founded the Merge- and SCOOP-focused Travis Peak Resources in 2013, where he served as vice president of engineering and was responsible for providing assessment and development strategy, budgeting and management of day-to-day operations for its Appalachia and Mid-Continent assets. Prior to that time, Mr. Calhoun worked for Newfield Exploration Company in a number of positions of increasing importance, including as a production and reservoir engineer, as well as an asset lead and asset manager of its active Mid-Continent resource plays.
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Mr. Calhoun holds a Bachelor of Science degree in petroleum engineering from the University of Texas at Austin.
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Chaparral Energy, Inc.
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2020 Proxy Statement
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15
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Stephanie A. Carnes
Vice President - Corporate Controller |
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Stephanie A. Carnes joined Chaparral in 2012 and has held various leadership roles, including internal and external reporting, corporate, operations and tax accounting, as well as assistant controller and financial reporting director before being named as a Vice President – Corporate Controller. As noted above, Scott C. Pittman resigned as Senior Vice President and Chief Financial Officer on April 17, 2020. The Company is conducting a search to fill the vacancy in the Chief Financial Officer position resulting from Mr. Pittman’s departure. In accordance with the Company’s Second Amended and Restated Bylaws, the Company has temporarily assigned the authority specific to the Chief Financial Officer to Ms. Carnes until the Chief Financial Officer vacancy has been filled.
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Prior to joining Chaparral, Ms. Carnes held various financial and regulatory reporting, international finance and operations positions with increasing responsibility working for large organizations, such as SERVA Group, L Brands, Ernst & Young and PricewaterhouseCoopers. Ms. Carnes has more than 17 years of experience in areas including financial reporting, business planning and development, organizational design and restructuring, team development and leadership, and strategic planning.
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Ms. Carnes holds Bachelor and Master of Accounting degrees from Oklahoma State University.
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Joshua D. Walker
Vice President - Completions and Operations |
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Joshua D. Walker joined Chaparral in 2018 and is Vice President – Completions and Operations.
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Before joining Chaparral, Mr. Walker served as the innovation manager at Chesapeake Energy, where he assembled and led a team focused on operations research and development, new and emerging technologies and data analytics. While at Chesapeake, Mr. Walker also served as the completions manager for the company’s Mid-Continent, Eagle Ford, Utica and Marcellus plays, as well as in various other operational roles.
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Prior to that time, Mr. Walker worked for Legend Natural Gas as a drilling, completions and production engineer and Anadarko Petroleum where he held a number of operations positions of increasing importance.
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Mr. Walker holds a Bachelor of Science degree in petroleum engineering from the University of Oklahoma and an Executive MBA in energy from the University of Oklahoma’s Price College of Business.
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Charles Duginski, Chief Executive Officer and President beginning on December 20, 2019
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K. Earl Reynolds, Chief Executive Officer and President until December 20, 2019
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Scott C. Pittman, Chief Financial Officer and Senior Vice President from March 15, 2019 until April 17, 2020
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Joseph O. Evans, Chief Financial Officer and Executive Vice President until March 15, 2019
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James M. Miller, Senior Vice President-Operations until January 31, 2020
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Mark W. Ver Hoeve, Vice President-Geoscience until April 17, 2020
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Clinton J. Calhoun, Vice President-Resource Development
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2020 Proxy Statement
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Chaparral Energy, Inc.
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drive and reward performance that supports our core values and business strategies;
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provide a clear and direct relationship between executive pay and our performance on both a short- and long-term basis;
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align executive pay to measures that support stockholder returns; and
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design competitive total compensation and rewards programs to enhance our ability to attract and retain knowledgeable and experienced executive officers.
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What We Do
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What We Do Not Do
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Provide significant portion of compensation in variable and at-risk elements
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No single-trigger cash severance or equity award vesting upon a change-in-control
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Policy prohibiting all directors, officers, employees and other insiders from hedging of Company stock
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No tax gross-ups for severance or change-in control benefits
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Evaluate officer compensation levels against a peer group of similarly sized exploration and production companies
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No guaranteed bonuses
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Payouts under our annual and long-term incentive plans are capped at a maximum payout opportunity
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No excessive perquisites
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Utilize independent compensation consultant
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No repricing of stock options without stockholder approval
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Chaparral Energy, Inc.
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2020 Proxy Statement
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17
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2019 Peer Group
Before August 2019 |
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Adjusted 2019 Peer Group
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Alta Mesa Resources, Inc.
Bonanza Creek Energy, Inc. Callon Petroleum Company Extraction Oil & Gas, Inc. Gastar Exploration, Inc. Gulfport Energy Corporation Halcón Resources Corporation Jagged Peak Energy, Inc. Laredo Resources Corp. Midstates Petroleum Company, Inc. Penn Virginia Corporation Resolute Energy Corporation SandRidge Energy, Inc. SRC Energy Inc. WildHorse Resource Development Corporation |
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Abraxas Petroleum Corporation
Bonanza Creek Energy, Inc. Earthstone Energy, Inc. Goodrich Petroleum Corporation HighPoint Resources Corporation Jagged Peak Energy, Inc. Penn Virginia Corporation Roan Resources, Inc. SandRidge Energy, Inc. SilverBow Resources, Inc. SRC Energy Inc. |
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leadership, retention and succession planning;
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(ii)
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performance of the individual and the business;
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(iii)
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development and implementation of initiatives reasonably expected to provide long-term stockholder value;
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(iv)
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accomplishment of strategic objectives approved by the Compensation Committee; and
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evaluation of external factors involving competitive positioning, general economic conditions and marketplace compensation trends.
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18
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2020 Proxy Statement
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Chaparral Energy, Inc.
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Named Executive Officer
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Annual Salary
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Charles Duginski
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$525,000
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|
K. Earl Reynolds
|
| |
$572,858
|
|
|
Scott C. Pittman
|
| |
$325,000
|
|
|
Joseph O. Evans
|
| |
$448,914
|
|
|
James M. Miller
|
| |
$391,540
|
|
|
Mark W. Ver Hoeve
|
| |
$347,000
|
|
|
Clinton J. Calhoun
|
| |
$300,000
|
|
|
Named Executive Officer
|
| |
AIM Target
(as a percentage of base salary) |
|
|
K. Earl Reynolds
|
| |
100%
|
|
|
Scott C. Pittman
|
| |
80%
|
|
|
Joseph O. Evans
|
| |
80%
|
|
|
James M. Miller
|
| |
70%
|
|
|
Mark W. Ver Hoeve
|
| |
60%
|
|
|
Clinton J. Calhoun
|
| |
55%
|
|
Chaparral Energy, Inc.
|
| |
2020 Proxy Statement
|
| |
19
|
|
2019 AIM Performance Metric
|
| |
Goal
Weighting |
| |
Threshold
50% |
| |
Target
100% |
| |
Maximum
200% |
| |
2019
Actuals |
| |
Bonus
Payout Percent |
|
|
Safety: Employee Incident Rate
|
| |
10%
|
| |
.96
|
| |
.48
|
| |
0.00
|
| |
0.00
|
| |
20%
|
|
|
Safety: Contractor Incident Rate Volume
|
| |
5%
|
| |
1.20
|
| |
1.00
|
| |
.80
|
| |
.92
|
| |
7%
|
|
|
Environmental: Spill Factor
|
| |
5%
|
| |
20
|
| |
17
|
| |
15
|
| |
16.5
|
| |
6%
|
|
|
EBITDA ($mm)
|
| |
20%
|
| |
$151
|
| |
$168
|
| |
$210
|
| |
$150.96
|
| |
0%
|
|
|
Production Volume (Boe/d)
|
| |
15%
|
| |
25,153
|
| |
26,477
|
| |
30,449
|
| |
26,283
|
| |
14%
|
|
|
Spacing Test Capital Efficiency
|
| |
25%
|
| |
25%
|
| |
35%
|
| |
60%
|
| |
39%
|
| |
29%
|
|
|
Lease Operating Expenses ($/Boe)
|
| |
10%
|
| |
$5.30
|
| |
$5.05
|
| |
$4.29
|
| |
$5.17
|
| |
8%
|
|
|
General and Administrative Expenses ($/Boe)
|
| |
10%
|
| |
$3.06
|
| |
$2.91
|
| |
$2.47
|
| |
$2.99
|
| |
7%
|
|
|
Total
|
| |
100%
|
| |
|
| |
|
| |
|
| |
|
| |
91%
|
|
|
EXECUTIVE
|
| |
AIM AT TARGET
|
| |
AIM AT 91% OF
TARGET |
| |
ACTUAL PAYOUT
|
|
|
Charles Duginski
|
| |
—
|
| |
—
|
| |
—
|
|
|
K. Earl Reynolds
|
| |
$572,858
|
| |
$521,301
|
| |
$521,301(1)
|
|
|
Scott C. Pittman
|
| |
$211,625
|
| |
$192,579
|
| |
$148,289
|
|
|
Joseph O. Evans
|
| |
—
|
| |
—
|
| |
—(2)
|
|
|
James M. Miller
|
| |
$274,078
|
| |
$249,411
|
| |
$249,411(1)
|
|
|
Mark W. Ver Hoeve
|
| |
$208,200
|
| |
$189,462
|
| |
$147,731(1)
|
|
|
Clinton J. Calhoun
|
| |
$145,962
|
| |
$132,825
|
| |
$126,413
|
|
(1)
|
Pursuant to terms of separation agreement or employment agreement, as applicable.
|
(2)
|
Mr. Evans did not receive a payout under the 2019 AIM as a result of his departure in March 2019.
|
20
|
| |
2020 Proxy Statement
|
| |
Chaparral Energy, Inc.
|
| | |
Payout Percentage
|
| |
|
75th percentile or above
|
| |
150%
|
|
|
50th percentile
|
| |
100%
|
|
|
25th percentile
|
| |
50%
|
|
|
Below 25th percentile
|
| |
None
|
|
Chaparral Energy, Inc.
|
| |
2020 Proxy Statement
|
| |
21
|
| | |
Payout Percentage
|
| |
|
75th percentile or above
|
| |
150%
|
|
|
50th percentile
|
| |
100%
|
|
|
25th percentile
|
| |
50%
|
|
|
Below 25th percentile
|
| |
None
|
|
22
|
| |
2020 Proxy Statement
|
| |
Chaparral Energy, Inc.
|
Chaparral Energy, Inc.
|
| |
2020 Proxy Statement
|
| |
23
|
24
|
| |
2020 Proxy Statement
|
| |
Chaparral Energy, Inc.
|
|
Executive
|
| |
Position
|
| |
Retention
Payment |
|
|
Charles Duginski
|
| |
Chief Executive Officer, President and Director
|
| |
$725,000
|
|
|
Justin P. Byrne
|
| |
Vice President and General Counsel
|
| |
$520,000
|
|
|
Joshua D. Walker
|
| |
Vice President–Completions & Operations
|
| |
$305,000
|
|
|
Clinton J. Calhoun
|
| |
Vice President–Resource Development
|
| |
$300,000
|
|
|
Stephanie A. Carnes
|
| |
Vice President and Controller
|
| |
$300,000
|
|
|
Executive
|
| |
Position
|
| |
Target
Incentive(1) |
|
|
Charles Duginski
|
| |
Chief Executive Officer, President and Director
|
| |
$525,000
|
|
|
Justin P. Byrne
|
| |
Vice President and General Counsel
|
| |
$224,000
|
|
|
Joshua D. Walker
|
| |
Vice President–Completions & Operations
|
| |
$168,000
|
|
|
Clinton J. Calhoun
|
| |
Vice President–Resource Development
|
| |
$165,000
|
|
|
Stephanie A. Carnes
|
| |
Vice President and Controller
|
| |
$139,000
|
|
(1)
|
If all performance metrics are achieved at exactly the threshold amounts, then each executive would be entitled to receive 50% of such executive’s target amount. If exceptional performance is achieved during 2020, each executive would be eligible to receive up to 200% of such executive’s target amount.
|
Chaparral Energy, Inc.
|
| |
2020 Proxy Statement
|
| |
25
|
|
| |
Respectfully submitted by the Compensation Committee of the Board,
|
|
| |
|
|
| |
Samuel Langford (Chair)
Douglas E. Brooks Mark “Mac McFarland |
26
|
| |
2020 Proxy Statement
|
| |
Chaparral Energy, Inc.
|
|
Name and Principal Position
|
| |
Year
|
| |
Salary
($) |
| |
Bonus
($)(1) |
| |
Stock
awards ($)(2) |
| |
Non-Equity
Incentive Plan Compensation ($)(3) |
| |
All Other
Compen-sation ($)(4)(5) |
| |
Total
($) |
|
|
Charles Duginski(6)
Chief Executive Officer and President |
| |
2019
|
| |
—
|
| |
$225,000
|
| |
$1,465,596
|
| |
—
|
| |
—
|
| |
$1,690,596
|
|
|
Scott C. Pittman(7)
Chief Financial Officer and Senior Vice President |
| |
2019
|
| |
$264,531
|
| |
—
|
| |
$909,249
|
| |
$148,289
|
| |
$19,007
|
| |
$1,341,076
|
|
|
Mark W. Ver Hoeve(8)
Vice President-Geoscience |
| |
2019
|
| |
$347,000
|
| |
—
|
| |
$433,940
|
| |
$147,731
|
| |
$19,600
|
| |
$948,271
|
|
|
2018
|
| |
$330,000
|
| |
|
| |
—
|
| |
$221,760
|
| |
$202,056
|
| |
$753,816
|
| |||
|
2017
|
| |
$107,885
|
| |
$100,000
|
| |
$1,100,000
|
| |
$58,905
|
| |
$21,899
|
| |
$1,388,689
|
| |||
|
Clinton J. Calhoun
Vice President-Resource Development |
| |
2019
|
| |
$265,385
|
| |
—
|
| |
$582,550
|
| |
$126,413
|
| |
$111,742
|
| |
$1,086,090
|
|
|
James M. Miller(9)
Senior Vice President-Operations |
| |
2019
|
| |
$391,540
|
| |
—
|
| |
$167,917
|
| |
$249,411
|
| |
$19,600
|
| |
$828,468
|
|
|
2018
|
| |
$391,540
|
| |
|
| |
—
|
| |
$306,967
|
| |
$19,250
|
| |
$717,757
|
| |||
|
2017
|
| |
$391,540
|
| |
|
| |
$4,571,661
|
| |
$249,411
|
| |
$33,900
|
| |
$5,246,512
|
| |||
|
K. Earl Reynolds(5)
Former Chief Executive Officer and President |
| |
2019
|
| |
$572,858
|
| |
—
|
| |
$470,167
|
| |
$521,301
|
| |
$2,028,794
|
| |
$3,593,120
|
|
|
2018
|
| |
$572,858
|
| |
|
| |
—
|
| |
$641,600
|
| |
$19,250
|
| |
$1,233,708
|
| |||
|
2017
|
| |
$556,537
|
| |
|
| |
$10,522,080
|
| |
$505,449
|
| |
$16,200
|
| |
$11,600,266
|
| |||
|
Joseph O. Evans(6)
Former Chief Financial Officer and Executive Vice President |
| |
2019
|
| |
$103,596
|
| |
—
|
| |
$398,458
|
| |
—
|
| |
$726,122
|
| |
$1,228,176
|
|
|
2018
|
| |
$448,914
|
| |
|
| |
—
|
| |
$402,227
|
| |
$19,250
|
| |
$870,391
|
| |||
|
2017
|
| |
$448,914
|
| |
|
| |
$4,571,661
|
| |
$326,809
|
| |
$33,900
|
| |
$5,381,284
|
|
(1)
|
The amount reported in this column for 2019 represents a sign-on bonus earned by Mr. Duginski upon his commencement of employment. This sign-on bonus will be paid in four installments in 2020. If Mr. Duginski is terminated by the Company for cause or resigns for any reason other than good reason, in each case, prior to the 24-month anniversary of his commencement date, then Mr. Duginski will be required to repay any portion of the sign-on bonus that he received prior to his date of termination (net of any taxes he has paid or is required to pay with respect to the sign-on bonus).
|
(2)
|
Awards generally vest in one-third increments each year over a three-year period. Under FASB ASC Topic 718, the vesting condition related to grants of performance-based restricted shares or RSUs to Messrs. Duginski, Ver Hoeve, Miller and Reynolds is considered a market condition and not a performance condition. Accordingly, there is no grant date fair value below or in excess of the amount reflected in the table above for the aforementioned officers’ performance-based restricted shares or RSUs that could be calculated and disclosed based on achievement of the underlying market condition. Mr. Pittman and Mr. Calhoun have been awarded performance-based restricted shares and restricted shares and/or RSUs with vesting requirements on certain shares or RSUs based solely on a market condition, for which there is no grant date fair value below or in excess of the amount reflected in the table above, and vesting requirements for certain shares or RSUs based on performance conditions, for which there is a maximum grant date fair value above the amount reflected in the table above. The values shown are the aggregate grant date fair value for initial awards computed in accordance with FASB ASC Topic 718, based on the Company’s stock price on the date of grant and, in the case of the performance shares, are calculated based on the probability of achievement of the performance conditions. Assuming the highest level of performance is achieved for the 2019 performance shares subject to a performance condition, the maximum grant date fair value of those shares would be as follows: Mr. Pittman – $173,503 and Mr. Calhoun – $119,550. Generally, the full grant date fair value is the amount that we would expense in our financial statements over the award’s vesting timeframe. Certain performance shares were allocated to performance conditions that were not established at the time the awards were granted and thus a grant date for measurement purposes pursuant to FASB ASC Topic 718 was not established for these awards when they were initially granted. For these performance shares, amounts in the table above reflect the fair market value of the shares on the date the grants were awarded. Also, included in this column is $398,458, representing the incremental fair value associated with the acceleration of vesting of 57,004 shares of time-based restricted stock previously granted to Mr. Evans and previously scheduled to vest on April 1, 2019, which were accelerated in connection with his separation from the Company.
|
Chaparral Energy, Inc.
|
| |
2020 Proxy Statement
|
| |
27
|
(3)
|
Represents performance-based cash incentives under our AIM program. Bonuses attributable to a fiscal year are paid in the following year. This table has been updated as compared to prior years to include the performance-based bonuses under the AIM program in the Non-Equity Incentive Plan Compensation column rather than the previous practice of reporting these performance-based cash incentives in the Bonus column.
|
(4)
|
For 2019, this column consists of 401(k) Company matching contributions ($19,600 for Messrs. Reynolds, Evans, Miller and Ver Hoeve, $17,500 for Mr. Pittman and $16,962 for Mr. Calhoun), relocation payments ($1,507 for Mr. Pittman and $94,781 for Mr. Calhoun), a payment with respect to paid time off ($81,456 for Mr. Reynolds and $51,798 for Mr. Evans) and severance ($1,927,738 for Mr. Reynolds and $654,724 for Mr. Evans). The aggregate incremental cost for the relocation benefits was calculated based on the amount paid directly to the NEO or the service provider, as applicable.
|
(5)
|
Where applicable, amounts for 2017 and 2018 have been updated to exclude previously reported insurance premiums for life, disability, dental, and medical coverage as such plans do not discriminate in favor of executive officers and are generally available to all of the Company’s employees.
|
(6)
|
On December 20, 2019, the Board appointed Mr. Duginski as the Company’s Chief Executive Officer and President, succeeding Mr. Reynolds.
|
(7)
|
On March 16, 2019, Mr. Pittman assumed the position of Chief Financial Officer and Senior Vice President, succeeding Mr. Evans. Mr. Pittman ceased serving as an executive officer of the Company, effective as of April 17, 2020.
|
(8)
|
Mr. Ver Hoeve ceased serving as an executive officer of the Company, effective as of April 17, 2020.
|
(9)
|
Mr. Miller ceased serving as an executive officer of the Company, effective as of January 31, 2020.
|
28
|
| |
2020 Proxy Statement
|
| |
Chaparral Energy, Inc.
|
|
|
| |
|
| |
Estimated Future Payouts Under
Non-Equity Incentive Plan Awards(1) |
| |
Estimated Future Payouts Under
Equity Incentive Plan Awards(2) (Shares of Stock or Units) |
| |
All Other Stock
Awards: Number of Shares of Stock or Units (#) |
| |
Grant Date
Fair Value of Stock and Option Award ($)(3) |
| ||||||||||||
|
Name
|
| |
Grant Date
|
| |
Threshold
($) |
| |
Target
($) |
| |
Maximum
($) |
| |
Threshold
(#) |
| |
Target
(#) |
| |
Maximum
(#) |
| ||||||
|
Charles Duginski
|
| |
12/20/2019
|
| |
$131,250(4)
|
| |
$262,500(4)
|
| |
$393,750(4)
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
|
| |
12/27/2019
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
688,073(5)
|
| |
$750,000
|
|
|
|
| |
12/27/2019
|
| |
|
| |
|
| |
|
| |
344,037(6)
|
| |
688,073(6)
|
| |
1,032,110(6)
|
| |
|
| |
$715,596
|
|
|
Scott C. Pittman
|
| |
|
| |
$105,813
|
| |
$211,625
|
| |
$423,250
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
|
| |
4/22/2019
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
75,000(7)
|
| |
$520,500
|
|
|
|
| |
4/22/2019
|
| |
|
| |
|
| |
|
| |
12,500(8)
|
| |
25,000(8)
|
| |
37,500(8)
|
| |
|
| |
$187,249
|
|
|
|
| |
8/30/2019
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
75,000(9)
|
| |
$99,750
|
|
|
|
| |
8/30/2019
|
| |
|
| |
|
| |
|
| |
37,500(10)
|
| |
75,000(10)
|
| |
112,500(10)
|
| |
|
| |
$101,750
|
|
|
James M. Miller
|
| |
|
| |
$137,039
|
| |
$274,078
|
| |
$548,156
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
|
| |
8/30/2019
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
62,500(9)
|
| |
$83,125
|
|
|
|
| |
8/30/2019
|
| |
|
| |
|
| |
|
| |
31,250(10)
|
| |
62,500(10)
|
| |
93,750(10)
|
| |
|
| |
$84,792
|
|
|
Clinton J. Calhoun
|
| |
|
| |
$72,981
|
| |
$145,962
|
| |
$291,924
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
|
| |
2/4/2019
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
45,000(7)
|
| |
$358,650
|
|
|
|
| |
2/4/2019
|
| |
|
| |
|
| |
|
| |
7,500(8)
|
| |
15,000(8)
|
| |
22,500(8)
|
| |
|
| |
$103,000
|
|
|
|
| |
8/30/2019
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
45,000(9)
|
| |
$59,850
|
|
|
|
| |
8/30/2019
|
| |
|
| |
|
| |
|
| |
22,500(10)
|
| |
45,000(10)
|
| |
67,500(10)
|
| |
|
| |
$61,050
|
|
|
Mark W. Ver Hoeve
|
| |
|
| |
$104,100
|
| |
$208,200
|
| |
$416,400
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
|
| |
2/4/2019
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
33,378(7)
|
| |
$266,023
|
|
|
|
| |
8/30/2019
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
62,500(9)
|
| |
$83,125
|
|
|
|
| |
8/30/2019
|
| |
|
| |
|
| |
|
| |
31,250(10)
|
| |
62,500(10)
|
| |
93,750(10)
|
| |
|
| |
$84,792
|
|
|
K. Earl Reynolds
|
| |
|
| |
$286,429
|
| |
$572,858
|
| |
$1,145,716
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
|
| |
8/30/2019
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
175,000(9)
|
| |
$232,750
|
|
|
|
| |
8/30/2019
|
| |
|
| |
|
| |
|
| |
87,500(10)
|
| |
175,000(10)
|
| |
262,500(10)
|
| |
|
| |
$237,417
|
|
|
Joseph O. Evans
|
| |
2/22/2019
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
57,004(11)
|
| |
$398,458
|
|
(1)
|
For each Named Executive Officer other than Mr. Duginski, the amount reported represents the potential payouts under the Company’s AIM Program based on performance in 2019. Please see the Compensation Discussion and Analysis for further information regarding the AIM Program.
|
(2)
|
Consist of restricted shares or RSUs with vesting at Threshold representing issuance of 50% of the target shares or units as the result of meeting each of the minimum thresholds of the underlying performance goals, vesting at target representing a 100% of the target shares or units as the result of achieving the targets for each of the underlying performance goals and vesting at Maximum representing issuance of 150% of the target shares or units as the result of meeting or exceeding the upper limits of the underlying performance goals. The shares or units vest in three tranches over three annual periods according to achievement of performance conditions specified in the awards agreements. Please see the Compensation Discussion and Analysis for further information regarding these performance-based awards.
|
(3)
|
The values shown are the aggregate grant date fair value for initial awards computed in accordance with FASB ASC Topic 718 and assuming a 100% probability of vesting at target with respect to shares or units with performance-based vesting conditions. Generally, the full grant date fair value is the amount that we would expense in our financial statements over the award’s three-year vesting timeframe. Certain performance-based restricted shares or RSUs were allocated to performance conditions that had not been established at the time the awards were granted, which may include identification of a peer group and measurement window to calculate relative total stockholder return, and thus a grant date for measurement purposes pursuant to FASB ASC Topic 718 was not established for these awards when they were initially granted. For these shares or units, amounts in the table are calculated based on the closing price of the Class A common stock, par value $0.01 per share, of the Company (“Common Stock”) trading on the NYSE, on the date the grants were awarded.
|
Chaparral Energy, Inc.
|
| |
2020 Proxy Statement
|
| |
29
|
(4)
|
Represents a performance-based cash award granted to Mr. Duginski during 2019 and which will be earned over three successive one-year performance periods based on the Company’s relative total stockholder return. On December 20, 2019, Mr. Duginski was also awarded a time-based cash award of $262,500, which will be paid in equal annual installments over three years on the anniversary of the grant date. Because that cash award is solely subject to time-vesting (instead of performance-based), it will be included in the Summary Compensation Table under the Bonus column when earned, and is not included in this table.
|
(5)
|
Consists of time-based restricted common shares that will vest in equal annual installments over three years on December 20, 2020, 2021 and 2022, respectively. The grant is an inducement equity award made outside the terms of the 2019 LTIP, in reliance on the exemption under NYSE Listed Company Manual Rule 303A.08.073.
|
(6)
|
Consists of restricted common shares that will become vested in three installments on December 20, 2020, 2021 and 2022, respectively, depending on the Company’s relative total stockholder return. The grant is an inducement equity award made outside the terms of the 2019 LTIP, in reliance on the exemption under NYSE Listed Company Manual Rule 303A.08.073.
|
(7)
|
Consists of time-based restricted common shares issued under the Chaparral Energy, Inc. 2017 Management Incentive Plan (the “2017 MIP”) that will vest in equal annual installments over three years.
|
(8)
|
Consists of performance-based restricted common shares issued under the 2017 MIP that will become vested in three installments over a three-year vesting period depending on the Company’s attainment of the performance measures set forth in the grant agreement. The first installment, which vested on December 31, 2019, was based on the Company’s total stockholder return. The second and third installments are scheduled to vest on December 31, 2021 and December 31, 2022, respectively. However, performance measures have not been established for the second and third installments.
|
(9)
|
Consists of time-based RSUs issued under the 2019 LTIP that will vest in equal annual installments over three years.
|
(10)
|
Consists of RSUs issued under the 2019 LTIP that will become vested in three installments over a three-year vesting period depending on the Company’s relative total stockholder return.
|
(11)
|
Represents the number of shares for which the vesting of Mr. Evans’ outstanding equity awards was accelerated in connection with Mr. Evans’ separation from the Company and does not reflect a new equity grant.
|
|
|
| |
Stock Awards
|
| |||||||||
|
Name
|
| |
Number of
Shares or Units of Stock That Have Not Vested (#)(1) |
| |
Market Value of
Shares or Units of Stock That Have Not Vested ($)(2) |
| |
Equity Incentive Plan
Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3) |
| |
Equity Incentive Plan
Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) |
|
|
Charles Duginski
|
| |
688,073(4)
|
| |
$1,211,008
|
| |
1,032,110(4)
|
| |
$1,816,514
|
|
|
Scott C. Pittman
|
| |
75,000(5)
|
| |
$132,000
|
| |
20,833(5)
|
| |
$36,666
|
|
|
75,000(6)
|
| |
$132,000
|
| |
75,000(6)
|
| |
$132,000
|
| |||
|
James M. Miller
|
| |
57,004(7)
|
| |
$100,327
|
| |
—
|
| |
—
|
|
|
62,500(6)
|
| |
$110,000
|
| |
62,500(6)
|
| |
$110,000
|
| |||
|
Clinton J. Calhoun
|
| |
45,000(8)
|
| |
$79,200
|
| |
12,500(8)
|
| |
$22,000
|
|
|
45,000(6)
|
| |
$79,200
|
| |
45,000(6)
|
| |
$79,200
|
| |||
|
Mark W. Ver Hoeve
|
| |
47,128(9)
|
| |
$82,945
|
| |
—
|
| |
—
|
|
|
62,500(6)
|
| |
$110,000
|
| |
62,500(6)
|
| |
$110,000
|
|
(1)
|
All shares or units in this column have only time-based vesting requirements.
|
(2)
|
The table assumes an estimated fair value per share of $1.76 as of December 31, 2019, based on the market price of our Common Stock on the NYSE.
|
(3)
|
All shares or units in this column include performance-based vesting requirements (in certain cases, including market-based criteria).
|
(4)
|
The time based award will vest in three equal installments on December 20, 2020, 2021 and 2022, respectively. The equity incentive plan award will vest in three installments on December 20, 2020, 2021 and 2022, respectively, for a total between 0 to 1,032,110 shares (0% to 150% of Target) over the three year period based on the Company’s relative total stockholder return.
|
(5)
|
Consists of restricted common shares. The time-based award were scheduled to vest in three equal installments on April 1, 2020, 2021 and 2022, respectively. The equity incentive plan awards were scheduled to vest in two remaining installments on December 31, 2020 and 2021, respectively, depending on the Company’s attainment of the applicable performance measures established by the Compensation
|
30
|
| |
2020 Proxy Statement
|
| |
Chaparral Energy, Inc.
|
(6)
|
Consists of RSUs. The time-based awards were scheduled to vest in three equal installments on August 30, 2020, 2021 and 2022, respectively. The equity incentive plan awards were scheduled to vest in three installments on the same dates for a total between 0% to 150% of the units disclosed above over the three year period depending on the Company’s relative total stockholder return.
|
(7)
|
On February 7, 2020, in connection with Mr. Miller’s separation, the Company accelerated the vesting of 57,004 shares of time-based restricted stock previously granted to Mr. Miller and previously scheduled to vest on April 1, 2020.
|
(8)
|
Consists of restricted common shares. The time-based award will vest in three equal installments on February 1, 2020, 2021 and 2022, respectively. The equity incentive plan award will vest in two remaining installments on December 31, 2020 and 2021, respectively, depending on the Company’s attainment of the applicable performance measures established by the Compensation Committee.
|
(9)
|
Consists of restricted common shares that were scheduled to vest as follows: (a) 11,126 common shares on each of January 2, 2020, 2021 and 2022, respectively and (b) 13,750 common shares on April 1, 2020.
|
|
|
| |
Stock Awards
|
| |||
|
Name
|
| |
Number of
Shares Acquired on Vesting (#)(1) |
| |
Value Realized
on Vesting ($) |
|
|
Scott C. Pittman
|
| |
4,167
|
| |
$7,334
|
|
|
James M. Miller
|
| |
66,504
|
| |
$336,509
|
|
|
Clinton J. Calhoun
|
| |
2,500
|
| |
$4,400
|
|
|
Mark W. Ver Hoeve
|
| |
16,042
|
| |
$81,172
|
|
|
K. Earl Reynolds
|
| |
131,198
|
| |
$736,021
|
|
|
Joseph O. Evans
|
| |
57,004
|
| |
$398,458
|
|
•
|
the base salary to which he is entitled immediately prior to such termination;
|
Chaparral Energy, Inc.
|
| |
2020 Proxy Statement
|
| |
31
|
•
|
any annual bonus that (x) relates to a completed performance period and (y) has been earned but not yet paid on or prior to Mr. Duginski’s termination date;
|
•
|
accrued but unpaid vacation pay through Mr. Duginski’s termination date; and
|
•
|
reimbursement for any unpaid business expenses that are reimbursable in accordance with the Company’s policies.
|
•
|
18 months of Mr. Duginski’s base salary; plus
|
•
|
150% of Mr. Duginski’s bonus target; plus
|
•
|
18 months of the monthly premium necessary to continue Mr. Duginski’s existing group health, dental and vision (and any such coverage of his eligible depends enrolled prior to his termination date), calculated in accordance with COBRA, but is payable regardless of whether Mr. Duginski elects a benefit under COBRA.
|
32
|
| |
2020 Proxy Statement
|
| |
Chaparral Energy, Inc.
|
(i)
|
an amount equal to the (x) a severance multiple of 12 multiplied by (y) the Participant’s monthly severance amount (i.e., the Participant’s monthly base salary plus 1/12th of the Participant’s target bonus), with such amount payable in substantially equal installments over the severance period of 12 months. (However, if the Qualifying Termination occurs within six months following a Change in Control, the severance multiple will be increased to 18 and the severance period will be increased to 18 months.)
|
(ii)
|
any accrued but unpaid annual cash bonus for any completed fiscal year preceding a Qualifying Termination, to be paid no later than March 15th following the year of such completed fiscal year;
|
(iii)
|
accrued benefits under any retirement plan (such as a 401(k) plan) or welfare plan (such as a health plan); and
|
(iv)
|
if the Participant timely elects Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) continuation coverage, reimbursement from the Company equal to the difference between the cost of such COBRA continuation coverage and the amount active employees pay for health coverage through the 12-month anniversary of the Participant’s termination date (or, if earlier, the date the Participant becomes eligible for health insurance coverage under another employer’s plan).
|
Chaparral Energy, Inc.
|
| |
2020 Proxy Statement
|
| |
33
|
|
Name
|
| |
Base Salary
|
| |
Annual Bonus
|
| |
Severance
Multiple |
| |
Benefits
|
| |
Accelerated
Cash Incentive |
| |
Equity
Grants(1) |
| |
Total
|
|
|
Charles Duginski
|
| |
$525,000
|
| |
$525,000
|
| |
1.5
|
| |
$35,922
|
| |
$175,000
|
| |
$807,337
|
| |
$2,593,259
|
|
|
Clinton J. Calhoun
|
| |
$300,000
|
| |
$126,413
|
| |
1.0
|
| |
$23,410
|
| |
—
|
| |
—
|
| |
$449,823
|
|
(1)
|
Amounts represent the fair value as of December 31, 2019, of unvested restricted shares the vesting of which would accelerate upon termination.
|
|
Name
|
| |
Base Salary
|
| |
Annual Bonus
|
| |
Severance
Multiple |
| |
Benefits
|
| |
Accelerated
Cash Incentive |
| |
Equity
Grants(1) |
| |
Total
|
|
|
Charles Duginski
|
| |
$525,000
|
| |
$525,000
|
| |
2.0
|
| |
$35,922
|
| |
$525,000
|
| |
$2,422,017
|
| |
$5,082,939
|
|
|
Clinton J. Calhoun
|
| |
$300,000
|
| |
$126,413
|
| |
1.5
|
| |
$23,410
|
| |
—
|
| |
$259,600
|
| |
$922,630
|
|
(1)
|
Amounts represent the fair value as of December 31, 2019, of unvested restricted shares the vesting of which would accelerate upon termination.
|
34
|
| |
2020 Proxy Statement
|
| |
Chaparral Energy, Inc.
|
Chaparral Energy, Inc.
|
| |
2020 Proxy Statement
|
| |
35
|
36
|
| |
2020 Proxy Statement
|
| |
Chaparral Energy, Inc.
|
•
|
Salary as of December 31, 2019, annualized for any individual who was not employed for the entire year;
|
•
|
2019 AIM awards assuming 100% payout; and
|
•
|
The fair value on grant date of long-term incentive awards granted in August 2019.
|
•
|
the annualized total compensation for Mr. Duginski was $2,215,596; and
|
•
|
the annual total compensation for our median employee was $123,047.
|
Chaparral Energy, Inc.
|
| |
2020 Proxy Statement
|
| |
37
|
|
Name and Address of Beneficial Owner
|
| |
Beneficial Ownership
of Common Stock |
| |
% of Total
Outstanding |
|
|
Named Executive Officers
|
| |
|
| |
|
|
|
Charles Duginski(1)
|
| |
1,720,183
|
| |
3.6%
|
|
|
Clinton J. Calhoun(2)
|
| |
54,224
|
| |
*
|
|
|
K. Earl Reynolds(3)
|
| |
215,159
|
| |
*
|
|
|
Joseph O. Evans(3)
|
| |
85,157
|
| |
*
|
|
|
Scott C. Pittman(3)
|
| |
20,250
|
| |
*
|
|
|
James M. Miller(3)
|
| |
154,213
|
| |
*
|
|
|
Mark W. Ver Hoeve(3)
|
| |
30,754
|
| |
*
|
|
|
Directors
|
| |
|
| |
|
|
|
Marcus C. Rowland(4)
|
| |
20,000
|
| |
*
|
|
|
Douglas E. Brooks(4)
|
| |
29,642
|
| |
*
|
|
|
Michael J. Kuharski(5)
|
| |
0
|
| |
|
|
|
Samuel E. Langford(4)
|
| |
32,665
|
| |
*
|
|
|
Mark “Mac” A. McFarland
|
| |
0
|
| |
*
|
|
|
Kenneth W. Moore(4)
|
| |
28,796
|
| |
*
|
|
|
Gysle R. Shellum(4)
|
| |
30,669
|
| |
|
|
|
All executive officers and directors as a group
(12 persons)(1)(2)(3)(4)(5) |
| |
2,039,880
|
| |
4.3%
|
|
|
5% Beneficial Owners
|
| |
|
| |
|
|
|
Strategic Value Partners, LLC(6)
100 West Putnam Avenue Greenwich, CT 06830 |
| |
13,902,367
|
| |
30.0%
|
|
|
Contrarian Capital Management, LLC(7)
411 West Putnam Avenue, Suite 425 Greenwich, CT 06830 |
| |
4,101,950
|
| |
8.8%
|
|
*
|
Less than one percent.
|
38
|
| |
2020 Proxy Statement
|
| |
Chaparral Energy, Inc.
|
(1)
|
Mr. Duginski’s beneficial ownership consists of (i) 688,073 time-vesting shares of restricted Common Stock and (ii) 1,032,110 performance-vesting shares of restricted Common Stock (based on achieving 150% of the target grant of 688,073 time- and performance-vesting shares). As of the date of this Proxy Statement, none of such shares are vested. Under the terms of the grant agreement for the performance-vesting shares, the number of shares of restricted Common Stock that will become vested (and not forfeited) will range from 0 to 1,032,110 (150% of the target grant). With respect to each grant, the time-vesting component is based on three equal installments on each of the first three anniversaries of December 20, 2019.
|
(2)
|
On February 4, 2019, Mr. Calhoun received a grant of (i) 45,000 unvested time-vesting shares of restricted Common Stock and (ii) 15,000 unvested performance-vesting shares of restricted Common Stock (based on achieving 100% of the target grant)). Each of these February 2019 grants contained a time-vesting component based on three equal installments on each of the first three anniversaries of the grant date. Therefore, on February 4, 2020, 15,000 time-vesting shares became vested and 2,500 performance-vesting shares vested and those vested, unrestricted shares are included in Mr. Calhoun’s beneficial ownership, net of shares withheld to pay taxes. Mr. Calhoun’s beneficial ownership also includes the remaining unvested 30,000 shares of time-vesting restricted stock and 12,500 of unvested performance-vesting restricted stock.
|
(3)
|
Mr. Reynolds has not been a Company officer or director since December 20, 2019. Mr. Evans has not been a Company officer since March 15, 2019. Mr. Miller has not been a Company officer since January 31, 2020. Mr. Pittman and Mr. Ver Hoeve have not been a Company officer since April 17, 2020. Therefore, the information provided is based solely on the most recently-available furnished by those individuals in SEC filings. Furthermore, none of these former executive officers is included in the calculation of share ownership by “All executive officers and directors as a group.”
|
(4)
|
Includes the following unissued shares of Common Stock issuable upon vesting of RSUs granted to the following directors, which RSUs are scheduled to vest at the Annual Meeting: Marcus Rowland, 20,000 shares; Douglas Brooks, 10,000 shares; Samuel Langford, 10,000 shares; Kenneth Moore, 10,000 shares; and Gysle Shellum, 10,000 shares.
|
(5)
|
Excludes the shares of Common Stock beneficially owned by Strategic Value Partners, LLC, with respect to which Mr. Kuharski disclaims beneficial ownership.
|
(6)
|
Strategic Value Partners, LLC serves as (i) the investment manager of Strategic Value Master Fund, Ltd. and (ii) managing member of each of (A) SVP Special Situations III LLC, who is the investment manager of Strategic Value Special Situations Master Fund III, L.P.; (B) SVP Special Situations IV LLC, who is the investment manager of Strategic Value Special Situations Master Fund IV, L.P.; and (C) SVP Special Situations III-A LLC who is the investment manager of Strategic Value Opportunities Fund, L.P. Victor Khosla is the indirect majority owner and control person of Strategic Value Partners, LLC.
|
(7)
|
Contrarian Capital Management, L.L.C. (“Contrarian”) serves as Investment Manager to each of the following holders of shares of our Common Stock, and by reason of such status, may be deemed to be the beneficial owner of the securities held by these stockholders: CCM Pension-A, L.L.C., CCM Pension-B, L.L.C., Contrarian Advantage-B, LP, Contrarian Capital Fund I, L.P., Contrarian Capital Senior Secured, L.P., Contrarian Capital Trade Claims, L.P., Contrarian Centre Street Partnership, L.P., Contrarian Dome du Gouter Master Fund, LP, Contrarian Opportunity Fund, L.P and Contrarian Distressed Equity Fund, L.P. Jon R. Bauer, managing member of Contrarian Capital Management, L.L.C., has voting and investment control over the securities.
|
Chaparral Energy, Inc.
|
| |
2020 Proxy Statement
|
| |
39
|
•
|
claims regarding the indemnitee’s rights under the indemnification agreement;
|
•
|
claims to enforce a right to indemnification under any statute or law; and
|
•
|
counter-claims against us in a proceeding brought by us against the indemnitee or any other person, except for claims approved by our Board.
|
40
|
| |
2020 Proxy Statement
|
| |
Chaparral Energy, Inc.
|
•
|
drive and reward performance that supports our core values and business strategies;
|
•
|
provide a clear and direct relationship between executive pay and our performance on both a short- and long-term basis;
|
•
|
align executive pay to measures that drive stockholder returns; and
|
•
|
design competitive total compensation and rewards programs to enhance our ability to attract and retain knowledgeable and experienced executive officers.
|
|
THE BOARD RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS AS DISCLOSED UNDER “COMPENSATION DISCUSSION AND ANALYSIS” AND THE ACCOMPANYING COMPENSATION TABLES UNDER “EXECUTIVE COMPENSATION” CONTAINED IN THIS PROXY STATEMENT. IF NOT OTHERWISE SPECIFIED IN EXECUTED PROXY CARDS, THE PROXY WILL VOTE COMMON STOCK “FOR” APPROVAL OF PROPOSAL NO. 2.
|
|
Chaparral Energy, Inc.
|
| |
2020 Proxy Statement
|
| |
41
|
|
|
| |
Audit Fees(1)
|
| |
Audit-Related
Fees(2) |
|
|
Fiscal year 2019
|
| |
$683,859
|
| |
$42,000
|
|
|
Fiscal year 2018
|
| |
$806,458
|
| |
$78,750
|
|
(1)
|
The 2018 amounts include fees for professional services incurred with rendering an integrated audit opinion under Section 404 of the Sarbanes-Oxley Act of 2002, as a result of exiting “non-accelerated filer” status in the year subsequent to becoming a public company.
|
(2)
|
Audit related fees in 2018 were related to comfort letter procedures related to our offering of $300.0 million of senior unsecured notes due 2023.
|
42
|
| |
2020 Proxy Statement
|
| |
Chaparral Energy, Inc.
|
|
| |
Audit Committee
|
|
| |
|
|
| |
Gysle R. Shellum (Chair)
|
|
| |
Samuel E. Langford
|
|
| |
Kenneth W. Moore
|
|
THE BOARD RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF GRANT THORNTON AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2020. IF NOT OTHERWISE SPECIFIED IN EXECUTED PROXY CARDS, THE PROXY WILL VOTE COMMON STOCK “FOR” APPROVAL OF PROPOSAL NO. 3.
|
|
Chaparral Energy, Inc.
|
| |
2020 Proxy Statement
|
| |
43
|
1
|
Assumes May 15th mailing date for notice and proxy statement.
|
2
|
Assumes June 26th annual meeting date for 2021.
|
44
|
| |
2020 Proxy Statement
|
| |
Chaparral Energy, Inc.
|
Chaparral Energy, Inc.
|
| |
2020 Proxy Statement
|
| |
45
|
46
|
| |
2020 Proxy Statement
|
| |
Chaparral Energy, Inc.
|
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