| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
As previously disclosed, in July 2018, Ultra Petroleum Corp. (the “Company”) adopted an annual incentive compensation plan (the “Annual Incentive Plan”), which provides for the payment of short-term, cash-based incentive compensation to certain employees, including the Company’s named executive officers. Pursuant to the Annual Incentive Plan, the Compensation Committee (the “Committee”) of the Company’s board of directors, in its sole discretion, will (i) establish written corporate performance goals (“Performance Goals”), which may be comprised of multiple elements of Company performance, called “key performance indicators”; (ii) establish target awards for each employee, the payment of which will be contingent on achievement of the Performance Goals for the applicable period; and (iii) prescribe a formula for determining the percentage of such target awards that may be payable based upon the level of attainment of the Performance Goals for the applicable period.
Also as previously disclosed, in July 2018, the Committee approved, pursuant to the Annual Incentive Plan, key performance indicators for fiscal 2018, as well as the Performance Goals applicable to, the relative weighting of, and the funding formula for each key performance indicator. The key performance indicators for fiscal 2018, each of which are weighted equally in the formula, were: (i) annual production, (ii) EBITDA, (iii) controllable cash costs (consisting of lease operating expenses plus cash general and administrative expenses), and (iv) well performance drill bit finding and development cost. The Committee also established target values under the Annual Incentive Plan for the Company’s executive officers, pursuant to which each such executive officer would be eligible to earn a bonus under the Annual Incentive Plan in respect of fiscal 2018 with a target amount equal to his or her annual base salary.
On March 1, 2019, the Committee approved, pursuant to the Annual Incentive Plan, the payment of cash-based incentive awards to the Company’s currently serving named executive officers as set forth below with respect to fiscal 2018:
| | | | | | | | | | |
Name | | Position | | Target AIP
(% of Base Salary) | | | Actual 2018 AIP
Earned | |
Brad Johnson | | President and Chief Executive Officer | | | 90 | % | | $ | 111,000 | |
Jerald J. Stratton | | Senior Vice President and Chief Operating Officer | | | 90 | % | | $ | 262,000 | |
David Honeyfield | | Senior Vice President and Chief Financial Officer | | | 90 | % | | $ | 65,400 | |
Kent Rogers | | Vice President, Drilling and Completions | | | 75 | % | | $ | 189,000 | |
Maree Delgado | | Vice President and Chief Accounting Officer | | | 75 | % | | $ | 160,000 | |
The foregoing description of the Annual Incentive Plan is qualified in its entirety by reference to the full text of the Annual Incentive Plan, of which a copy was filed as Exhibit 10.1 to the Company’s Current Report on Form8-K filed on July 12, 2018, and is incorporated herein by reference.
