| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On September 12, 2018, the Berry Petroleum Corporation (“BRY”), Board of Directors (the “Board”), appointed Mr. C. Kent Potter and Ms. Anne L. Mariucci to the Board and Mr. Kaj Vazales retired from the Board. The Board increased in size to six members.
Ms. Mariucci serves on the boards of several public, private andnon-profit companies, including: Southwest Gas Corporation since 2006, where she is a member of the audit and compensation committees; CoreCivic, Inc. since 2011, where she is a member of the audit and risk committees; and Taylor Morrison Home Corp., since 2014, where she is a member of the audit committee and chairman of the compensation committee. She is also currently on the board of Banner Health, one of the nation’s largest hospital/health care organizations, chairs its audit committee and serves on its compensation committee. Over the past ten years she has served as the General Partner of MFLP and related entities, a family office and investment entity. Ms. Mariucci’s deep corporate experience springs from a30-year career in finance and real estate, primarily with Del Webb Corporation, where she served in a variety of capacities and ultimately as President before her retirement in 2004. In 2001, Del Webb merged with Pulte Corp, creating the nation’s largest homebuilding company, and Ms. Mariucci became head of strategy for this Fortune 200 company. Ms. Mariucci alsoco-founded Inlign Capital Partners, a Phoenix-based private equity firm. She has held licenses as a CPA, NASD General Securities Principal, and NASD Financial Principal. Ms. Mariucci received her Bachelor’s degree in Accounting and Finance from the University of Arizona, where she graduated Phi Kappa Phi.
Mr. Potter is currently a member of the board of directors and chairman of the audit committee of Polyus Gold PJSC, Russia’s largest gold mining company, where he has served since 2016. He has served on the boards of directors of various chemical and mining companies including EuroChem Group AG, a global agrochemical producer from 2014 to 2017, where he was audit committee chair, and SUEK PLC, Russia’s largest coal producer and exporter from 2013 to 2016, where he was an audit committee member. He previously served as the Executive Vice President and Chief Financial Officer of Lyondell Basell Industries from 2009 to 2011, where he was responsible for all financial and information technology activities. His extensive career in the energy industry began with nearly 30 years at Chevron Corporation, during which time Mr. Potter held various senior management positions and worked in planning, finance, and controllership management roles for Chevron throughout the United States and overseas, and was responsible for all financial functions of Chevron’s international exploration and production operations. Mr. Potter received a Bachelor of Science in Engineering from the University of California, Berkeley, and a Master of Business Administration (with an emphasis in Accounting and Finance) from its School of Business.
There are no arrangements or understandings between Mr. Potter or Ms. Mariucci and any other persons under which either was selected as a director. Mr. Potter and Ms. Mariucci will receive the same director compensation as is paid to the othernon-employee directors under BRY’s compensation program fornon-employee directors. BRYnon-employee directors receive an annual grant of restricted stock units, with a grant value of $150,000,pro-rated initially for a partial year, (2) an annual cash fee of $75,000 for Board membership, and (3) an additional annual cash fee of $30,000 for each committee chairman position held and $15,000 for each committee membership position held.
In connection with their respective appointments, BRY and each of Mr. Potter and Ms. Mariucci entered into an indemnification agreement which requires BRY to indemnify each of them to the fullest extent permitted under Delaware law against liability that may arise by reason of their service as a director, and to advance expenses incurred in connection with any proceeding arising by reason of their service. The foregoing description of the indemnification agreement is not complete and is qualified in its entirety by reference to the full text of the indemnification agreement, a form of which is filed as Exhibit 10.14 to BRY’s Registration Statement on FormS-1(No. 333-226011).
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