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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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On October 29, 2020,
the Company appointed Mr. John A. Crum and Mr. Richard E. Harris to the Company’s board of directors (the “Board”).
The Board has determined that Mr. Crum and Mr. Harris are “independent directors,” as such term is defined under the
NYSE American Company Guide. In connection with the appointment of Mr. Crum and Mr. Harris, Mr. Stanley McCabe and Mr. David Fowler
resigned from the Board on October 29, 2020, effective October 29, 2020.
Mr. Crum has been involved
with worldwide oil and gas development for more than 40 years. He is the managing partner of JAC Energy Partners, LLC, which was
formed to advise companies and individual investors in oil and gas exploration and development. Mr. Crum began his career with
Conoco in 1975. He has held various positions within several independent exploration and production companies, including vice president
of engineering and operations of Aquila Energy Corporation, district and regional manager for Pacific Enterprises Oil Company,
and district engineer roles for Southland Royalty Company. From 1995 to 2011, Mr. Crum served in a variety of executive roles for
Apache Corporation, including co-chief operating officer and president (North America), president of Apache Canada Ltd., managing
director of Apache North Sea (UK), managing director of Apache Energy LTD. (Australia), and executive vice president for Eurasia
and worldwide new ventures. From 2011 to 2014, Mr. Crum served as chairman, president and chief executive officer of Midstates
Petroleum Company, Inc., where he led its initial public offering completed in April 2012 and the subsequent expansion of the company,
with acquisitions totaling $1.3 billion. He directed a very active development program, increasing production to over 33,000 barrels
of oil equivalent per day in 18 months. Mr. Crum holds a Bachelor of Science degree in petroleum engineering from the New Mexico
Institute of Mining and Technology.
Mr. Harris began his
career by entering the Management Development Program at The National City Bank of Cleveland in 1974 and remained there until 1979
in a variety of roles, including managing a profit center. From 1981 to 1995, Mr. Harris worked for BP America, Inc. (“BPA”)/SOHIO
and held a variety of information technology, finance and treasury positions, including a two-year assignment working for BP Oil
Europe in Brussels, Belgium. His last assignment before leaving BPA in 1995 was as Manager of Business Finance for BPA’s
downstream oil business. In 1995, Mr. Harris joined Compaq Computer Corporation (“Compaq”) and until 1999 was responsible
for implementing and leading capital markets, treasury financial planning and merger and acquisition business support. From 1999
to 2002, Mr. Harris was the Assistant Treasurer of Global Treasury at Compaq with responsibility for seven treasury departments
around the world. In 2003, Mr. Harris joined Cummins Inc. (“Cummins”), and remained with Cummins until he retired in
2015. From 2008 to 2015, Mr. Harris was Vice President, Chief Investment Officer with responsibility for overseeing the sourcing,
evaluation and execution of the Cummins’s acquisitions, investments, joint ventures and divestments on a global basis. Mr.
Harris served as the Secretary of the Finance Committee of the board of directors of Cummins for the entirety of his 13-year tenure
with the company. His key responsibilities in that role included financial planning, cash management, and pension management, as
well as foreign exchange and debt hedging activities. Mr. Harris holds a Bachelor of Science degree in Mathematics, magna cum laude,
and an MBA, both from John Carroll University in University Heights, Ohio.
Neither Mr. Crum nor
Mr. Harris was appointed to the Board pursuant to any arrangement or understanding with any other person, and there are no current
or proposed transactions between the Company and either of Mr. Crum or Mr. Harris or their respective immediate family members
which would require disclosure under Item 404(a) of Regulation S-K promulgated by the Securities and Exchange Commission.
In connection with
the appointments of Mr. Crum and Mr. Harris to the Board, the Board approved certain changes to the membership of the Board’s
committees. The Board’s Audit Committee will now be comprised of Anthony B. Petrelli, Regina Roesener, Clayton E. Woodrum
and Thomas L. Mitchell, with Mr. Woodrum serving as committee chair. The Board’s Compensation Committee will now be comprised
of Mr. Mitchell, Mr. Crum and Mr. Woodrum, with Mr. Crum serving as committee chair. The Board’s Nominating and Corporate
Governance Committee will now be comprised of Mr. Petrelli, Mr. Harris and Mr. Crum, with Mr. Petrelli serving as committee chair.