| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On October 22, 2020, the board of directors (the “Board”) of Altus Midstream Company, a Delaware corporation (the “Company”), appointed Joe C. Frana as a new director of the Company’s Board, with a term expiring at the Company’s annual meeting of stockholders in 2021. Mr. Frana was designated by Apache Midstream LLC to fill a vacancy on the Board.
The Board has determined that Mr. Frana is an independent director pursuant to Rule 5605(a)(2) of the Nasdaq Listing Rules and Rule 10A-3(b)(1) of the Securities Exchange Act of 1934, as amended. The Board has also determined that Mr. Frana meets the financial sophistication requirements of Rule 5605(c)(2)(A) of the Nasdaq Listing Rules. Mr. Frana has been appointed chair of the Audit Committee and to serve on the Conflicts Committee of the Company’s Board.
For his service, Mr. Frana will receive compensation that is commensurate with that received by the Company’s other non-employee directors. Such compensatory arrangements are described under the caption “Director Compensation” in the Company’s definitive proxy statement relating to its 2020 annual meeting of stockholders, which was filed with the Securities and Exchange Commission on April 9, 2020, and is incorporated by reference herein.
Other than as disclosed herein, no material plan, contract, or arrangement was entered into or materially amended, and there was no grant or award to Mr. Frana or modification thereto under any such plan, contract, or arrangement, in connection with his appointment to the Board. Mr. Frana has (i) no family relationship with any director or other executive officer of the Company or any person nominated or chosen by the Company to become a director or executive officer, (ii) no arrangements or understandings with any other person pursuant to which he was selected as a director, and (iii) no direct or indirect material interest in any transaction or series of similar transactions contemplated by Item 404(a) of Regulation S-K.
Mr. Frana retired in 2015 after a thirty-seven-year career in various accounting and finance related roles in the oil and gas industry, with increasing levels of responsibility and accountability. Mr. Frana was general auditor for Phillips 66 from its separation from ConocoPhillips in 2012 until his retirement in 2015 and previously served as the general manager of Corporate Financial Shared Services of ConocoPhillips from 2008 until 2012. Prior to these positions, Mr. Frana held the roles of assistant controller, accounting manager of Shared Services – Refining and Marketing, and general accounting manager for Shared Services at ConocoPhillips. Prior to its merger with Conoco, Mr. Frana served in various finance, accounting, and auditor roles at Phillips Petroleum.
