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
December 16, 2020, Ring Energy, Inc. (the “Company”) issued a press release announcing several executive management
changes, effective December 31, 2020. A copy of the press release is included as Exhibit 99.1 to this Current Report on Form 8-K.
The Company announced the promotion of Mr. Alexander Dyes to Executive Vice President of Engineering and Corporate Strategy, the
promotion of Mr. Marinos Baghdati to Executive Vice President of Operations, and the promotion of Ms. Hollie Lamb to Vice President
of Compliance and General Manager of the Company’s Midland, Texas office. Mr. David A. Fowler will resign from his position
as President but will remain with the Company in a consulting capacity and will manage Investor Relations. Mr. Danny Wilson, who
has served the Company as Executive Vice President and Chief Operating Officer, will be leaving the Company following the conclusion
of a transition period.
Prior to joining the
Company, Mr. Dyes, age 35, held the position of Vice President of Acquisitions and Divestitures for Sandridge Energy (“Sandridge”)
from May 2019 to June 2020, where he was responsible for managing and overseeing strategic acquisitions for Sandridge. From 2014
to 2019, Mr. Dyes held the position of Vice President of A&D and Engineering and Lead Senior Reservoir Engineering for Yuma
Energy, Inc. (“Yuma”), where he oversaw strategic planning, reservoir engineering, and acquisitions for Yuma.
Prior
to joining the Company, Mr. Baghdati, age 43, held the position of Vice President of Operations for Sandridge from October 2019
to June 2020. Prior to Sandridge, Mr. Baghdati served as Production Manager for Rio Oil and Gas II, where he was responsible for
the company’s production. From 2015 to 2019, Mr. Baghdati held several positions at Yuma Energy Inc., including Operations
Manager and Vice President of Drilling and Production.
Prior
to her promotion, Ms. Lamb, age 46, was Vice President of Engineering for the Company and served in that position since 2016. Prior
to joining the Company, Ms. Lamb served as a Partner at HeLMS Oil & Gas, LLC.
Each
of Mr. Dyes and Mr. Baghdati have employment agreements with the Company. The terms of the employment agreements will continue
until employment is terminated by Mr. Dyes or Mr. Baghdati, respectively, or the Company. Mr. Dyes and Mr. Baghdati will
each receive a minimum base salary at an annual rate of $290,000. The base salaries will be reviewed annually by the Board of Directors
(the “Board”) and may be adjusted upward in the Board’s sole discretion, but not downward.
For
each calendar year during Mr. Dyes’ and Mr. Baghdati’s employment terms,
beginning in 2021, Mr. Dyes and Mr. Baghdati will (i) be eligible to participate in an annual
incentive compensation plan of the Company, and (ii) will be eligible to receive annual long-term equity incentive awards under
the Company’s 2013 Long-Term Incentive Plan or any successor plan, with a target value equal to a percentage of base salary,
determined by the Board (based on the grant date value of any such award), based on the achievement of performance goals established
by the Board in its sole discretion under any incentive compensation plan or arrangement as may be established by the Board from
time to time.
From
October 1, 2020 through the remainder of 2020, each of Mr. Dyes and Mr. Baghdati shall
receive as bonus consideration an amount equal to $7,855 per month. Mr. Dyes and Mr. Baghdati also
received a sign-on equity grant of 200,000 shares of the Company’s restricted stock awarded on Mr.
Dyes’ and Mr. Baghdati’s first day of employment (the “Award Date”), and the restricted stock shall
have a three-year vesting period, such vesting period to begin on the Award Date, and shall be subject to the terms and conditions
of the award agreements pursuant to which they are granted.
Mr.
Dyes and Mr. Baghdati will also be subject to certain non-competition and non-solicitation restrictions for a period of
one year following any termination of employment, as well as certain confidentiality restrictions that apply indefinitely.
The
foregoing description of the employment agreements with Mr. Dyes and Mr. Baghdati is
not complete and is subject in its entirety by reference to the terms of such agreements, copies of which are included as Exhibit
10.1 and Exhibit 10.2 to this Current Report on Form 8-K.
None
of Mr. Dyes, Mr. Baghdati, or Ms. Lamb was selected to be an officer pursuant to any arrangement or understanding with any
other person, and there are no current or proposed transactions between the Company and Mr. Dyes, Mr. Baghdati, or Ms. Lamb, respectively,
or any of their immediate family members which would require disclosure under Item 404(a) of Regulation S-K promulgated by the
Securities and Exchange Commission.