CIVITAS RESOURCES, INC. appointed new CEO

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. 


Chief Executive Officer Separation


On February 1, 2022, the board of directors of the Company (the "Board") announced that Eric Greager stepped down as President and Chief Executive Officer of the Company, effective January 31, 2022. The Board treated the departure of Mr. Greager from the Company as a termination without "cause" pursuant to the Civitas Resources, Inc. Eighth Amended and Restated Executive Change in Control and Severance Benefit Plan (the "Plan"). Mr. Greager will receive the severance benefits set forth in the Plan for a Tier 1 Executive and memorialized in his Severance, Release and Consulting Agreement (the "Agreement"), subject to the satisfaction of the release conditions contained therein. In addition to the severance benefits set forth in the Plan for a Tier 1 Executive, the Agreement provides that (i) all unvested equity awards held by Mr. Greager will immediately vest (with performance stock units vesting at their "target" performance level) and (ii) Mr. Greager will provide technical consulting services to the Company through January 31, 2023 and receive a consulting fee equal to $100,000 for each completed three-month period. The foregoing description of the terms and conditions of the Agreement does not purport to be complete and is qualified in its entirety by the full text of the Agreement, a copy of which is attached hereto as Exhibit 10.2 and incorporated herein by reference.


Appointment of Interim Chief Executive Officer


On February 1, 2022, the Board announced that the Company's Chairman, Ben Dell, was appointed as Interim Chief Executive Officer of the Company, effective January 31, 2022. There are no transactions between the Company and Mr. Dell that would require disclosure under Item 404(a) of Regulation S-K. There are no arrangements or understandings between Mr. Dell and any other persons pursuant to which he was appointed as an officer of the Company. Mr. Dell will continue to serve as the Company's Chairman while serving as Interim Chief Executive Officer. Mr. Dell will not receive any additional compensation in his role as Interim Chief Executive Officer.


Mr. Dell, age 44, has served as the Company's Chairman since November 2021. Mr. Dell is a Managing Partner of Kimmeridge, a private equity firm focused on unconventional oil and gas assets in the US upstream energy sector. Prior to founding Kimmeridge in 2012, Mr. Dell was a Senior Equity Research Analyst for oil and gas exploration and production at Sanford C. Bernstein starting in 2003. Previously, Mr. Dell was in the M&A and finance group with British Petroleum (BP). Mr. Dell began his career at BP as an exploration and geophysicist across several of BP's regional business units. He holds a degree in Earth Sciences from St. Peter's College, Oxford.