Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 15, 2023, Coterra Energy Inc. (the "Company") announced that Scott C.
Schroeder, the Company's current Executive Vice President and Chief Financial
Officer, will be retiring effective September 30, 2023. Christopher H. Clason,
the Company's Senior Vice President and Chief Human Resources Officer, is also
separating from the Company for good reason pursuant to his legacy Cimarex
Energy Co. severance compensation agreement, which is described below, and
retiring effective September 30, 2023. To ensure a smooth transition, each has
agreed to remain an employee of the Company through his separation of service,
with each serving as Special Advisor to the Chief Executive Officer ("CEO")
beginning on the date his respective successor is appointed.
Also on June 15, 2023, the Company announced that Shannon E. Young, III, 52,
will join the Company as Executive Vice President and Chief Financial Officer on
or about July 10, 2023. Since May 2019, Mr. Young has served as Executive Vice
President and Chief Financial Officer of Talos Energy Inc. ("Talos"). Prior to
joining Talos, Mr. Young served in similar positions with Sheridan Production
Company, LLC, Cobalt International Energy, Inc. and Talos Energy LLC. Mr. Young
served as a Managing Director for the Global Energy Group at Goldman, Sachs &
Co. from 2010 to 2014 and was an investment banker at Morgan Stanley from 1998
to 2010. Mr. Young earned a B.B.A. in Finance from the University of Texas at
Austin and an M.B.A., with distinction, from the Amos Tuck School of Business at
Dartmouth College.
In connection with his appointment, Mr. Young's annual base salary will be
$620,000 and he is eligible to participate in the Company's short-term incentive
plan at a rate of 100% of annual base salary. Mr. Young will also participate in
the Company's long-term incentive plan. To replace current long-term incentives
and create retention, Mr. Young will receive a one-time long-term restricted
stock unit grant valued at $2,000,000, a one-time long-term performance stock
grant valued at $2,000,000, and a cash payment of $100,000 upon commencement of
his employment with the Company. The Company also plans to enter into its
standard indemnification agreement and severance compensation agreement with
Mr. Young, the forms of which were included as Exhibit 10.3 of the Company's
Current Report on Form 8-K filed with the Securities and Exchange Commission on
October 1, 2021 and Exhibit 10.4 of the Company's Quarterly Report on Form 10-Q
for the fiscal quarter ended March 31, 2023, respectively.
Prior to the successful combination of Cabot Oil & Gas Corporation and Cimarex
Energy Co. ("Cimarex") on October 1, 2021 to form the Company, Mr. Clason
entered into a severance compensation agreement with Cimarex that provides that
if Mr. Clason is terminated without cause or for good reason within a specified
time following a change in control, Mr. Clason is entitled to severance payments
and 24 months of continued medical, dental, vision disability and life insurance
benefits. The terms of Mr. Clason's severance compensation agreement with
Cimarex are further described on pages 42 and 58 of the Company's Definitive
Proxy Statement filed with the SEC on March 20, 2023 , which description is
incorporated herein by reference.
Item 8.01 Other Events.
The Company has appointed Andrea M. Alexander as Senior Vice President and Chief
Human Resources Officer effective July 10, 2023. Since June 2021, Ms. Alexander
has served as Chief People Officer of Rent the Runway, Inc. Previously,
Ms. Alexander served in various roles of increasing responsibility, including
Associate Partner and Professional Development Manager, at McKinsey & Company, a
management consulting company, from September 2009 to June 2021. Ms. Alexander
also serves on the board of directors of two non-profit organizations, Teach for
America Houston and Buffalo Bayou Partnership. Ms. Alexander holds a B.Sc. in
Economics from the Wharton School at the University of Pennsylvania and an
M.B.A. from Harvard Business School.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
99.1 Press release dated June 15, 2023.
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in
Exhibit 101).
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