| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers. |
Effective March 1, 2023, Evan Kiefer was appointed Interim Chief Financial Officer and Treasurer of the General Partner, and Thomas L. Carter, Jr. was appointed President of the General Partner. In connection with Mr. Kiefer’s appointment, his total target compensation was increased to $1,000,000, retroactive to January 1, 2023. His base pay and short-term incentive target were each increased to $250,000, and the total grant-date value of his long-term incentive awards was $500,000.
As disclosed on Black Stone Minerals, L.P.’s (the “Partnership”) Form 8-K filed January 19, 2023, Jeffrey P. Wood stepped down from his position of President, Chief Financial Officer, and Treasurer of the general partner of the Partnership (the “General Partner”) on February 28, 2023. On March 2, 2023, Black Stone Natural Resources Management Company (the “Employer”) and the General Partner entered into a Separation Agreement and General Release of Claims (the “Agreement”) with Mr. Wood substantially consistent with his existing severance agreement.
Pursuant to the Agreement, so long as Mr. Wood does not revoke his acceptance of the Agreement within the time provided to do so and satisfies the other terms and conditions of the Agreement, Mr. Wood will receive the following consideration in accordance with the terms of his severance agreement with the Employer and the applicable equity award agreements with the General Partner:
| | • | | a lump sum cash payment of $864,658; |
| | • | | for a period of up to 12 months (or until Mr. Wood is eligible to be covered under another employer’s group health plan), monthly reimbursement for the cost of COBRA continuation coverage; |
| | • | | accelerated vesting of a pro-rated portion of Mr. Wood’s outstanding restricted common units in the Partnership (the “Common Units”) in amount of 8,363 Common Units; |
| | • | | accelerated vesting of a pro-rated portion of such Executive’s outstanding performance units and associated distribution-equivalent rights, settled through the issuance of Common Units in the amount of 166,827 Common Units (before settlement of distribution-equivalent rights); and |
| | • | | elimination of employment-based forfeiture restrictions (but not performance-based forfeiture restrictions) with respect to 45,988 performance units relating to a 2022 aspirational performance award. |
Mr. Wood remains subject to the confidentiality, non-competition, non-solicitation and non-disparagement covenants set forth in his severance agreement with the Employer; however, the non-competition covenant has been modified to limit certain restrictions so that they only prohibit affiliation with certain entities.
The foregoing description does not purport to be complete and is qualified by reference to the full text of the Agreement, a copy of which is filed as Exhibit 10.1 hereto.
| Item 9.01. | Financial Statements and Exhibits |
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