award, granted on November 15, 2018, from $2,750,000 to $3,000,000 in value delivered 50% in performance units, 25% in stock options, and 25% in restricted stock units. Mr. Fink will
also enter into the form of Key Employee Change of Control Contract for Executive Vice Presidents approved by the Compensation Committee in November 2016 and more fully described on page 49 of Anadarko’s annual proxy statement filed with the
Securities and Exchange Commission on March 23, 2018 (the “2018 Proxy Statement”).
The press release announcing the
appointments of Messrs. Gwin and Fink has been filed as Exhibit 99.1 to this report and is incorporated by reference herein.
(d) On
November 15 2018, the Board elected Alexandra Pruner and Michael K. Grimm as a members of the Board, effective November 15, 2018.
Ms. Pruner, 56, has served as Partner and Chief Financial Officer of Perella Weinberg Partners, a global independent advisory firm
providing strategic and financial advice and asset-management services, since it combined in December 2016 with Tudor, Pickering, Holt & Co., LLC, an energy-focused investment bank and asset-management firm. Prior to that, she served as CFO
and a member of the Management Committee at Tudor, Pickering, Holt & Co. since the firm’s founding in 2007. Ms. Pruner served as Senior Vice President, Strategic Business Development and publisher of World Oil magazine for Gulf
Publishing Company from 2002 to 2007. Prior to joining Gulf Publishing Company, she spent two years in the technology sector serving the energy industry, including Vice President, Energy Vertical at Idea Integration, an IT development and design
firm and as Vice President, Marketing for PetroCosm Corporation, an oilfield service B2B procurement and supply chain management company. She served as Director of Investor Relations and Corporate Communications for The Houston Exploration Company,
an independent exploration and production company, from 1997 to 2000. Ms. Pruner has extensive experience with the energy industry and in investment banking, having also been with Shearson Lehman Brothers from 1984 to 1990, including as Vice
President, Corporate Affairs and Vice President, Government Affairs.
Ms. Pruner is also the founder and a board member of
Women’s Global Leadership Conference in Energy & Technology, serves as a member of the Central Advisory Development Board for Amegy Bank and is President of the President’s Advisory Council on the Economics Department at Brown
University. She is also a board member of The Houston Symphony Endowment (President), the United Way of Greater Houston (Audit Chair), and the Houston advisory board of the Nature Conservancy. Ms. Pruner holds a B.A. in economics from Brown
University.
Mr. Grimm, 64, is currently President of Rising Star Petroleum, L.L.C. He is the immediate Past Chairman of the Board
for RSP Permian, Inc. Prior to being named Chairman, Mr. Grimm was a
Co-Founder
of RSP Permian in 2010, and served as a
Co-Chief
Executive Officer until 2014. From
2006 to 2017, Mr. Grimm served as President and Chief Executive Officer of Rising Star Energy Development Company, and from 1995 to 2006, he served as President and Chief Executive Officer of Rising Star Energy, L.L.C., an upstream exploration
and production company active in onshore continental United States that he
co-founded
in 1995. From 1990 to 1994, Mr. Grimm was Vice President of Land and Exploration for Placid Oil Company. Prior to
that, Mr. Grimm was employed for 13 years in the Land and Exploration Departments for Amoco Production Company in Houston and New Orleans. Mr. Grimm has more than 41 years of experience in the oil and natural gas industry and currently
serves as a Director of Energy Transfer LP (formerly Energy Transfer Partners, L.P.), since December 2005. He also serves as Chairman of the Compensation Committee for ET.
Mr. Grimm has been active in several industry organizations, including the Independent Petroleum Association of America, the All American
Wildcatters, the American Association of Professional Landmen, and the
co-founder
of NAPE. Mr. Grimm holds a B.B.A./P.L.M. degree from the University of Texas at Austin and is a member of the Silver Spurs
Hall of Fame.
In connection with their election to the Board, Ms. Pruner and Mr. Grimm will each receive $123,626.37 in value
of deferred shares of Anadarko’s common stock, which is a pro rata grant based on the full-year value of $250,000 that is awarded on the date of Anadarko’s annual meeting of stockholders upon each director’s election. Ms. Pruner
and Mr. Grimm will also receive a pro rata amount of the standard Board retainer and
3