Business Context and Reporting Period
This Form 8-K filing by Texas Pacific Land Corporation (TPL) reports on events occurring on May 31, 2021. The filing primarily addresses Item 5.02 regarding the appointment of a new Chief Financial Officer and the execution of a new employment agreement.
Key Financial Metrics
This filing does not contain revenue, profit, cash flow, margin, debt, or liquidity metrics. It is a current report focused on executive compensation and employment terms rather than financial performance.
Material Changes
The material change reported is the appointment of Chris Steddum as Chief Financial Officer, effective June 1, 2021. This appointment is accompanied by an Amended and Restated Employment Agreement replacing his previous contract.
Management Commentary and Compensation Details
- Base Salary: $475,000 per annum, subject to annual review.
- Annual Bonus: Eligible for up to 225% of base salary based on performance targets; payable in cash, stock, or a combination.
- One-Time Bonus: $50,000 promotion bonus paid upon the agreement's effectiveness.
- Term: Ends December 31, 2022, with automatic one-year extensions unless notice is given 120 days prior.
- Severance (Without Cause/Good Reason): Includes accrued bonuses, pro-rata bonus, 18 months of COBRA premiums, and a lump sum equal to one times the average of base salary and bonus for the preceding two years.
- Change in Control Severance: If termination occurs within 24 months of a change in control, the lump sum increases to 2.99 times the greater of the two-year average or the current year's base salary and target bonus.
- Restrictive Covenants: Includes non-competition in specified counties for one year post-employment (or six months if voluntary termination without good reason) and non-solicitation of clients and partners.
Investor Verification Checklist
- Verify the effective date of Chris Steddum's CFO role (June 1, 2021).
- Confirm the total potential annual compensation package including the 225% bonus target.
- Review the specific conditions triggering the 2.99x severance multiplier in a change of control scenario.
- Check the geographic scope of the non-compete clause relative to TPL's operational counties.