Permian Resources Corp appointed William M. Hickey III as new CEO

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


Directors 

Effective as of the Closing Date, in connection with the Transactions, Steven J. Shapiro, Pierre F. Lapeyre, Jr., David M. Leuschen and Vidisha Prasad each resigned from the Board of Directors of Centennial (the "Centennial Board"). The resignations of Messrs. Shapiro, Lapeyre, Jr. and Leuschen and Ms. Prasad were not a result of any disagreement with the Company. Effective as of the Closing Date, the Centennial Board appointed William M. Hickey III, James H. Walter, William J. Quinn, Aron Marquez, Karan E. Eves and Steven D. Gray to the Board of Directors of the combined company (the "Board") in addition to the current directors Maire A. Baldwin, Robert M. Tichio, Matthew G. Hyde, Jeffrey H. Tepper and Sean R. Smith. Biographical information for these individuals was set forth in the Company's Current Report on Form 8-K filed with the SEC on August 22, 2022, which is incorporated herein by reference.


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Independence of Directors 

The Board has determined that each of Ms. Baldwin, Mr. Marquez, Mr. Hyde, Mr. Tepper, Ms. Eves and Mr. Gray are independent within the meaning of Nasdaq Rule 5605(a)(2), the NYSE listing rules following the Listing Transfer and the rules and regulations of the SEC (collectively, the "Independent Directors").

Committees of the Board 

As of and immediately following the Closing, the Board appointed the following directors to serve on the following committees:


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Audit Committee: Jeffrey H. Tepper (Chair), Maire A. Baldwin, Karan E. Eves and Aron Marquez;


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Compensation Committee: Maire A. Baldwin (Chair), Steven D. Gray, Matthew G. Hyde and Jeffrey H. Tepper; and


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Nominating, Environmental, Social and Governance Committee: Matthew G. Hyde (Chair), Karan E. Eves, Steven D. Gray and Aron Marquez.


Mr. Tepper was appointed chairperson of the audit committee, Ms. Baldwin was appointed chairperson of the compensation committee and Mr. Hyde was appointed chairperson of the nominating, environmental, social and governance committee.

Compensation of Independent Directors 

Messrs. Marquez, Hyde and Gray and Ms. Eves will be eligible to receive compensation in the same manner as the Company's other current Independent Directors pursuant to the Company's Non-Employee Director Compensation Program, which, effective as of the Closing Date, was amended and restated (as amended and restated, the "Fifth Amended and Restated Non-Employee Director Compensation Program") to permit non-employee directors to elect to receive up to 100% of their annual retainers in the form of restricted stock rather than cash.

The foregoing description of the Fifth Amended and Restated Non-Employee Director Compensation Program is a summary only and is qualified in its entirety by reference to the Fifth Amended and Restated Non-Employee Director Compensation Program, a copy of which is attached as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated herein by reference.

Executive Officers 

On the Closing Date, in connection with the Transactions, Sean R. Smith resigned as the Chief Executive Officer of the Company and Davis O. O'Connor resigned as the Executive Vice President and General Counsel of the Company.

In connection with the Transactions, effective as of the Closing Date, William M. Hickey III and James H. Walter were appointed by the Board to serve as Co-Chief Executive Officers of the Company. In addition, Sean R. Smith was appointed by the Board as the Executive Chairman of the Board of the Company.

Each of Mr. Hickey and Mr. Walter will be eligible (i) to receive compensation solely in performance stock units with no cash salary or bonus and (ii) for severance benefits upon a qualifying termination of employment under and subject to the terms of the Company's Second Amended and Restated Severance Plan. In connection with their appointments, Messrs. Hickey and Walter were each granted an award of 1,787,843 performance stock units (the "Initial PSUs") which are eligible to vest based on both the Company's total shareholder return ("TSR") relative to a designated peer group of companies and the Company's absolute annualized TSR over specified performance periods. The Initial PSUs will be divided into three tranches, and the performance period for each tranche will commence on September 1, 2022 and will end on December 31, 2025, 2026 and 2027 for the first, second and third tranches, respectively. The Initial PSUs represent a three-year grant for Messrs. Hickey and Walter, and the Board and its committees do not intend to make any additional equity grants to either of the Co-Chief Executive Officers until the end of such three-year period.

Biographical information for each of the foregoing individuals is set forth in the Proxy Statement in the section entitled "Management After the Transactions," which is incorporated herein by reference.