Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers; Compensatory Arrangements of
Certain Officers.
(b) and (c) On January 19, 2021, ChampionX Corporation (the "Company") announced
that, on January 15, 2021, Jay A. Nutt informed the Board of Directors of the
Company (the "Board") that he would be retiring as Senior Vice President and
Chief Financial Officer of the Company, effective as of February 1, 2021. On
January 15, 2021, the Board appointed Kenneth M. Fisher to serve as Executive
Vice President and Chief Financial Officer of the Company, effective as of
February 1, 2021. Also on January 15, 2021, in connection with his appointment
as Executive Vice President and Chief Financial Officer, Mr. Fisher resigned as
a member of the Board, effective as of February 1, 2021.
Mr. Fisher, age 59, has served as a director of the Company since 2018.
Mr. Fisher served as the Executive Vice President and Chief Financial Officer of
Noble Energy Inc., an oil and natural gas exploration and production company,
until its acquisition by Chevron in October 2020. Before joining Noble Energy,
he served in a number of senior leadership roles at Shell from 2002 to 2009,
including as Executive Vice President of Finance for Upstream Americas, Director
of Strategy & Business Development for Royal Dutch Shell plc in The Hague;
Executive Vice President of Strategy and Portfolio for Global Downstream in
London and Chief Financial Officer of Shell Oil Products U.S., where he was
responsible for U.S. downstream finance operations including Shell Pipeline
Company. Prior to joining Shell in 2002, Mr. Fisher held senior finance
positions within business units of General Electric Company.
There are no arrangements or understandings between Mr. Fisher and any other
person pursuant to which he was selected as an executive officer. He has no
direct or indirect material interest in any transaction required to be disclosed
pursuant to Item 404(a) of Regulation S-K.
On January 15, 2021, the Company entered into an offer letter with Mr. Fisher
(the "Offer Letter"), which generally provides that Mr. Fisher will serve as the
Executive Vice President and Chief Financial Officer of the Company. Pursuant to
the Offer Letter, Mr. Fisher is generally (i) entitled to an annualized base
salary equal to $590,000, (ii) eligible to receive an annual bonus targeted at
90% of his base salary (based on achievement of the applicable performance goals
and objectives established by the Compensation Committee), subject to
Mr. Fisher's continued employment through the end of the applicable performance
period, (iii) eligible to participate in employee benefit plans and other
benefit programs made available to similarly situated Company employees,
(iv) eligible to participate in the ChampionX Corporation Amended and Restated
2018 Equity and Cash Incentive Plan (the "Equity Plan") and receive during his
employment an annual equity grant with a fair market value equal to $1,400,000
(with the form of the equity grants to be determined in the Committee's sole
discretion), subject to the terms and conditions of the Equity Plan and award
agreement evidencing the equity grant, and (v) if his employment is terminated
under certain circumstances, eligible to receive the severance benefits made
available under the ChampionX Corporation Executive Severance Plan or ChampionX
Corporation Senior Executive Change-in-Control Severance Plan, as applicable.
Mr. Fisher is subject to certain restrictive covenants pursuant to his Offer
Letter, including confidentiality, noncompete and nonsolicitation of customers
during employment and for a twelve-month post-employment period and
nonsolicitation of employees during employment and for a twenty-four month
post-employment period.
The above summary of the Offer Letter does not purport to be complete and is
qualified in its entirety by reference to the full text the Offer Letter, a copy
of which is attached hereto as Exhibit 10.1 and is incorporated by reference in
this Current Report on Form 8-K.
The Company issued a press release announcing Mr. Fisher's appointment as
Executive Vice President and Chief Financial Officer of the Company. A copy of
the press release is attached as Exhibit 99.1 and is incorporated in this
Current Report on Form 8-K in its entirety by reference.
(e) In connection with Mr. Nutt's departure from the Company, on January 15,
2021, the Company and Mr. Nutt entered into a transition letter (the "Transition
Letter") and a release and separation agreement (the "Release and Separation
Agreement") pursuant to which, if Mr. Nutt continues to provide services to the
Company to transition his role through June 30, 2021 (or otherwise experiences
an earlier termination without cause or due to his death or disability),
Mr. Nutt will be entitled to receive the severance benefits set forth in
Articles 4 and 5 of the ChampionX Senior Executive Change-in-Control Severance
Plan and
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accelerated vesting and payment of his outstanding equity awards in accordance
with Section 36(a) of the ChampionX Corporation Amended and Restated 2018 Equity
and Cash Incentive Plan, subject in each case to his re-execution of the Release
and Separation Agreement at the time of termination and compliance with the
restrictive covenants set forth therein.
The above summary of Mr. Nutt's Transition Letter and Release and Separation
Agreement does not purport to be complete and is qualified in its entirety by
reference to the full text of Mr. Nutt's Transition Letter and Release and
Separation Agreement, copies of which are attached hereto as Exhibit 10.2 and
Exhibit 10.3, respectively, and are incorporated by reference in this Current
Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits. See Exhibit Index, incorporated herein by reference.
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