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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
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Appointment of Executive Officers
On July 31, 2020, the Board of Directors of Mid-Con Energy Partners, LP’s (the “Partnership”) general partner, Mid-Con Energy GP, LLC (the “General Partner”), approved the following executive management transitions, effective immediately:
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Sherry L. Morgan has been appointed as Chief Executive Officer of the General Partner;
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Jodie L. DiGiacomo has been appointed as Chief Accounting Officer of the General Partner; and
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Greg Westfall has been appointed as Chief Operating Officer of the General Partner.
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The additional information set forth below regarding Messes. Morgan and DiGiacomo and Mr. Westfall is provided pursuant to the requirements of Item 5.02(c) of Form 8-K, as promulgated by the Securities and Exchange Commission, as a result of their appointments as Chief Executive Officer, Chief Accounting Officer and Chief Operating Officer, respectively, of the General Partner.
Sherry L. Morgan
Ms. Morgan, age 53, has served as the Chief Accounting Officer of the General Partner since July 2015. She previously served as the Assistant Controller from July 2008 to July 2015. Previously, Ms. Morgan served as Controller at Shamrock Oil & Gas, Inc. and Nadel and Gussman, LLC. Prior to that, Ms. Morgan worked at Newfield Exploration Mid-Continent Inc. as the Reporting and Joint Interest Billing Coordinator. Ms. Morgan served as the Assistant Controller at Lariat Petroleum Inc. and First Credit Solutions, Inc. Prior to joining First Credit Solutions, she served as the Accounting Manager at Bird Creek Resources, Inc. Ms. Morgan began her career as an auditor at Deloitte and Touche. Ms. Morgan is a Certified Public Accountant and a Certified Management Accountant.
There are no transactions between Ms. Morgan and the Partnership or the General Partner that would be reportable under Item 404(a) of Regulation S-K, and there are no family relationships between Ms. Morgan and any director or executive officer of the Partnership or the General Partner.
Jodie L. DiGiacomo
Ms. DiGiacomo, age 47, has served as the Controller of the General Partner since December 2018. She previously served as the Assistant Controller from July 2015 to November 2018. Prior to joining the General Partner, she worked in the accounting departments of Samson Resources, Encana and Williams during her 22-year career in the oil and gas industry. Ms. DiGiacomo is a Certified Public Accountant.
There are no transactions between Ms. DiGiacomo and the Partnership or the General Partner that would be reportable under Item 404(a) of Regulation S-K, and there are no family relationships between Ms. DiGiacomo and any director or executive officer of the Partnership or the General Partner.
Greg Westfall
Mr. Westfall, age 63, has served as the Director of Marketing and Midstream of the General Partner since October 2018. Mr. Westfall has a broad-based oil and gas knowledge with substantial leadership experience, supplemented with functional experience in operations and logistics. Prior to joining the General Partner, Mr. Westfall served as Chief Executive Officer of FHG Consulting LLC for two years and prior to that time served as the Chief Operating Officer and Co-Owner of Murphy Energy Corporation.
There are no transactions between Mr. Westfall and the Partnership and the General Partner that would be reportable under Item 404(a) of Regulation S-K, and there are no family relationships between Mr. Westfall and any director or executive officer of the Partnership or the General Partner.
Departure of Named Executive Officer
In connection with the forgoing executive management transition, Philip Houchin, Chief Financial Officer, tendered his resignation to the General Partner effective July 31, 2020. In connection with Mr. Houchin’s departure, the General Partner entered into a Separation Agreement that provides (i) a separation payment of $87,500.00, (ii) continued participation in the General Partner’s medical plan until January 15, 2021 and, if necessary for Mr. Houchin to exercise his COBRA rights, the General Partner will pay COBRA premiums on his behalf for such period (iii) waived any payment otherwise due to Mr. Houchin under the Partnership’s Change in Control Severance Plan and (iv) Mr. Houchin and the General Partner have mutually released the other from any potential claims, except as otherwise provided in the Separation Agreement.
Mr. Houchin did not resign due to any disagreement with the Partnership or any matter relating to the Company’s operations, policies or practices. Subsequent to Mr. Houchin’s departure, his duties and responsibilities will be assumed by other members of the management team until formal appointments are made by the Board of Directors; however, no compensation arrangements have been changed for the remaining officers.