Item 5.02 –Election of Director
Appointment of Marguerite Woung-Chapman to Board of Directors
Effective November 22, 2021, the Board of Directors (the “Board”) of Oasis Petroleum Inc. (the “Company”) increased the size of the Board by one director (to a total size of eight directors) and filled the resulting vacancy created by such increase by appointing Ms. Woung-Chapman, age 56, as an independent director. Ms. Woung-Chapman will hold office until the date of the Company’s 2022 Annual Meeting of Stockholders and until her successor shall be elected and qualified or until her earlier death, resignation, retirement, disqualification or removal. Ms. Woung-Chapman will serve on the Compensation Committee and the Nominating, Environmental, Social & Governance Committee.
Ms. Woung-Chapman currently serves as a Director of the general partner of Summit Midstream Partners, LP and Chair of its Corporate Governance and Nominating Committee. Previously, Ms. Woung-Chapman served as Senior Vice President, General Counsel and Corporate Secretary at Energy XXI Gulf Coast, Inc., a NASDAQ-listed independent exploration and production company in the U.S. Gulf Coast Region. Prior to that, from 2012 to 2017, Ms. Woung-Chapman served in various capacities at EP Energy Corporation, an NYSE-listed independent oil and gas exploration and production company, including as Senior Vice President, Land Administration, General Counsel and Corporate Secretary. From 1991 until 2012 Ms. Woung-Chapman served in various capacities of increasing responsibility with El Paso Corporation and its predecessors, including as Vice President, Legal Shared Services, Corporate Secretary and Chief Governance Officer. Ms. Woung-Chapman currently serves as the Chair of the Board of Directors and President of the Girl Scouts of San Jacinto Council, which is the second largest Girl Scout council in the country. Ms. Woung-Chapman holds a B.S. in Linguistics from Georgetown University and a J.D. from the Georgetown University Law Center.
The Board selected Ms. Woung-Chapman because of her valuable and extensive experience in all aspects of management and strategic direction of publicly-traded energy companies, including a unique combination of corporate governance, regulatory, compliance, corporate and asset transactional, legal and business administration experience.
The Board has determined that Ms. Woung-Chapman qualifies as an independent director under the corporate governance standards of the Nasdaq Stock Market LLC and the independence requirements of Section 10C-1(b)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Ms. Woung-Chapman was not appointed to the Board pursuant to any arrangement or understanding with any other person. Ms. Woung-Chapman has no family relationships with any director or executive officer of the Company and there are no transactions in which Ms. Woung-Chapman has an interest requiring disclosure under Item 404(a) of Regulation S-K.
As compensation for her service on the Board, Ms. Woung-Chapman will receive the Company’s standard compensation for non-employee directors as disclosed in the Company’s 2021 proxy statement filed by the Company with the U.S. Securities and Exchange Commission (the “SEC’) on March 18, 2021 except that, in connection with her appointment, Ms. Woung-Chapman received an award of restricted stock under the Company’s 2020 Long Term Incentive Plan with a value of approximately $370,000 on the date of grant, which award vests in two equal installments on each of the first and second anniversary of the date of grant subject to Ms. Woung-Chapman’s continued service as a member of the Board on the applicable vesting dates. It is not contemplated that any additional awards will be granted during the first two years of Ms. Woung-Chapman’s service on the Board.
The Company and Ms. Woung-Chapman will enter into the Company’s standard form of indemnification agreement for directors, a copy of which was previously filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on November 20, 2020.
