Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of New Director
Effective August 13, 2020, the Board of Directors (the "Board") of Laredo Petroleum, Inc. (the "Company" or "Laredo") appointed Lisa M. Lambert as a member of the Board. Ms. Lambert will serve as a Class II director with a term expiring in May 2021. She was appointed to serve on the Board's audit and nominating and corporate governance committees. The Board determined that Ms. Lambert is an independent director within the meaning of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), rules and regulations promulgated by the Securities and Exchange Commission thereunder, and listing standards of the New York Stock Exchange (the "NYSE rules"). The Board has also determined that she is financially literate within the meaning of the NYSE rules. For her work as a member of the Board, Ms. Lambert, like all other independent members of the Board, will be paid an annual retainer of $72,000, payable quarterly in arrears, and an annual director fee of $128,000, payable quarterly in arrears (together, the "Compensation"). The Compensation will be paid in vested stock; provided, however, upon Ms. Lambert meeting Laredo's stock ownership guidelines, up to 50% of the Compensation may be paid, at the election of Ms. Lambert, in cash.
There are no arrangements or understandings between Ms. Lambert and any other person pursuant to which he was selected as a director. Ms. Lambert does not have any family relationship with any director or executive officer of the Company or any person nominated or chosen by the Company to become a director or executive officer. There are no transactions in which Ms. Lambert has an interest requiring disclosure under Item 404(a) of Regulation S-K.
Resignation of Current Director
Effective August 13, 2020, Peter R. Kagan resigned as a director of the Company and from all committees of the Board on which he served. Mr. Kagan's resignation was not the result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices. As a result of Ms. Lambert's appointment, the size of the Board will remain at nine directors following Mr. Kagan’s resignation.
Director Fee Matters
On August 13, 2020, the Board, after review of a market-based analysis and consultation with its independent compensation consultant, approved an annual fee of $70,000, payable quarterly in arrears, for service as Chairman of the Board. William E. Albrecht, having assumed the added responsibilities of Chairman of the Board since his appointment on May 14, 2020, will be paid this fee from such date.
Also on August 13, 2020, the Board, after review of a market-based analysis and consultation with its independent compensation consultant, amended the form of annual fees that directors receive for serving as chair of one of the committees of the Board. Effective May 14, 2020, such fees will be paid 100% in the form of cash, rather than 50% in the form of cash and 50% in the form of common stock of the Company, previously at the option of the director. Fees for serving as chair of one of the committees of the Board will continue to be paid ratably following each regularly scheduled Board meeting.