Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective November 19, 2020, the Board of Directors (the "Board") of Laredo Petroleum, Inc. (the "Company" or "Laredo") approved an increase in the size of the Board from nine to eleven directors and appointed Jarvis V. Hollingsworth and Lori A. Lancaster as members of the Board.
Mr. Hollingsworth will serve as a Class II director with a term expiring in May 2021. He was appointed to serve on the Board's Audit and Nominating and Corporate Governance committees. The Board determined that Mr. Hollingsworth is an independent director within the meaning of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), rules and regulations promulgated by the Securities and Exchange Commission thereunder, and listing standards of the New York Stock Exchange (the "NYSE rules"). The Board has also determined that he is financially literate within the meaning of the NYSE rules. There are no arrangements or understandings between Mr. Hollingsworth and any other person pursuant to which he was selected a director. Mr. Hollingsworth does not have any family relationship with any director or executive officer of the Company or any person nominated or chosen by the Company to become a director or executive officer. There are no transactions in which Mr. Hollingsworth has an interest requiring disclosure under Item 404(a) of Regulation S-K.
Ms. Lancaster will serve as a Class II director with a term expiring in May 2021. She was appointed to serve on the Board's Audit and Compensation committees. The Board determined that Ms. Lancaster is an independent director within the meaning of the Exchange Act, rules and regulations promulgated by the Securities and Exchange Commission thereunder, and the NYSE rules. The Board has also determined that she is financially literate within the meaning of the NYSE rules. There are no arrangements or understandings between Ms. Lancaster and any other person pursuant to which she was selected a director. Ms. Lancaster does not have any family relationship with any director or executive officer of the Company or any person nominated or chosen by the Company to become a director or executive officer. There are no transactions in which Ms. Lancaster has an interest requiring disclosure under Item 404(a) of Regulation S-K.
For their work as members of the Board, Mr. Hollingsworth and Ms. Lancaster, like all other independent members of the Board, will be paid an annual retainer of $72,000, payable quarterly in arrears, and an annual director fee of $128,000, payable quarterly in arrears (together, the "Compensation"). The Compensation will be paid 50% in the form of cash and 50% in the form of common stock of the Company.