Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 8, 2017, the Compensation Committee (the Committee) of the Board of Directors (the Board) of Centennial Resource Development, Inc. (the Company) increased the 2017 base salaries, effective as of February 10, 2017, for George Glyphis and Sean Smith, the Companys Chief Financial Officer and Chief Operating Officer, respectively.
The following table sets forth the 2017 base salaries for Messrs. Glyphis and Smith. The 2017 base salary for Mark Papa, the Companys Chief Executive Officer, did not change.
Name of Executive Officer
|
|
2017 Base Salary ($)
(Effective February
10, 2017)
|
|
George Glyphis
|
|
400,000
|
|
Sean Smith
|
|
435,000
|
|
In addition, on February 8, 2017, the Committee approved the 2016 annual bonuses for Messrs. Papa, Glyphis and Smith, the Companys named executive officers. The named executive officers other compensation for 2016 was previously reported by the Company in the 2016 Summary Compensation Table included in the Companys prospectus, dated January 19, 2017 (the Prospectus), filed with the Securities and Exchange Commission under Rule 424(b) of the Securities Act of 1933, as amended, relating to the Companys registration statement on Form S-1, as amended (Registration No. 333-215621). As of the date of the Prospectus, the 2016 bonuses for the named executive officers had not been determined and, therefore, were not included in the 2016 Summary Compensation Table. Pursuant to Item 5.02(f) of Form 8-K, below is a revised 2016 Summary Compensation Table, which includes the bonuses paid to the named executive officers and revised total compensation figures for 2016:
2016 Summary Compensation Table
Name and Principal Position
|
|
Year
|
|
Salary
($)
|
|
Bonus
($)(2)
|
|
Option
Awards
($)(3)
|
|
All Other
Compensation
($)(4)
|
|
Total
($)
|
|
Mark G. Papa, President and Chief Executive Officer(1)
|
|
2016
|
|
148,485
|
|
1,200,000
|
|
5,860,000
|
|
|
|
7,208,485
|
|
|
2015
|
|
|
|
|
|
|
|
|
|
|
|
George S. Glyphis, Chief Financial Officer
|
|
2016
|
|
293,087
|
|
385,000
|
|
1,465,000
|
|
13,583
|
|
2,156,670
|
|
|
|
2015
|
|
275,000
|
|
68,750
|
|
|
|
25,077
|
|
368,827
|
|
Sean R. Smith, Chief Operating Officer
|
|
2016
|
|
308,469
|
|
423,500
|
|
1,758,000
|
|
13,708
|
|
2,503,677
|
|
(1) Although Mr. Papa has been our Chief Executive Officer and a director since November 2015, he did not receive any compensation from us until after the closing of the Business Combination.
(2) Amounts for 2016 represent discretionary bonuses awarded on
February 8, 2017 in recognition of 2016 performance. We expect that 25% of amounts disclosed for each named executive officer will be paid in the form of restricted shares of our Class A Common Stock that will vest in substantially equal installments over the three-year period beginning on February 7, 2017, subject to the executives continued service.
(3) Amounts in this column reflect the aggregate grant date fair value of stock options granted during 2016 computed in accordance with ASC Topic 718, excluding the effect of estimated forfeitures. All of the stock options have an exercise price of $14.52, which was the closing price of our Class A Common Stock on the date of grant. We calculated the grant date fair value of the stock options using a Black-Scholes option pricing model and the following assumptions: a volatility of 40%, an option term of six years, a risk-free interest rate of 1.47%, a dividend yield of zero and a grant date fair value of our Class A Common Stock of $14.52.
(4) Amounts in this column reflect, for all named executive officers, matching contributions to the 401(k) Plan made on their behalf for 2016. See Narrative DisclosuresRetirement Benefits for more information on matching contributions to the 401(k) Plan.
2