Business Context and Reporting Period
This Form 8-K Current Report was filed by Battalion Oil Corporation on August 17, 2020. The filing addresses a significant change in executive leadership, specifically the departure of the Chief Financial Officer and the appointment of a successor.
Key Financial Metrics
The filing does not provide financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on personnel changes and executive compensation terms.
Material Changes
- Departure: Ragan T. Altizer resigned as Executive Vice President, Chief Financial Officer, and Treasurer effective August 17, 2020, to retire. The company confirmed his departure was not due to any disagreement regarding operations, policies, or financial controls.
- Appointment: R. Kevin Andrews was appointed as Executive Vice President, Chief Financial Officer, and Treasurer effective August 17, 2020.
Management Commentary and Compensation
Mr. Andrews brings extensive experience in energy investment banking and prior CFO roles. His employment agreement includes the following terms:
- Base Salary: $350,000 annually.
- Target Bonus: Eligible for an annual incentive equal to 100% of base salary.
- Equity: Eligible for annual equity awards at the discretion of the Compensation Committee.
- Term: Initial term expires August 18, 2021, with automatic annual renewals unless notice is given.
- Severance: A payment of $500,000 is available if employment is terminated without "Cause" or if the executive resigns for "Good Reason," subject to a general release of claims.
The filing states there are no reportable related party transactions involving Mr. Andrews.
Investor Verification Checklist
- Verify the transition timeline for financial reporting responsibilities between Mr. Altizer and Mr. Andrews.
- Review the Company's most recent 10-Q or 10-K for actual financial performance metrics, as this 8-K contains none.
- Confirm the status of the press release (Exhibit 99.1) referenced in the filing for additional market context.