Business Context and Reporting Period
This Form 8-K filing by Magnolia Oil & Gas Corp (MGY) reports on events occurring on October 27, 2022. The filing focuses on executive leadership changes and the associated compensatory arrangements approved by the Board of Directors.
Key Financial Metrics
The filing does not provide operational financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The document is limited to executive compensation details.
Material Changes
The primary material change reported is the appointment of new executive leadership and the adjustment of compensation packages:
- Appointment of CFO: Brian M. Corales was appointed Senior Vice President and Chief Financial Officer, effective November 3, 2022. He succeeds Christopher G. Stavros in the CFO role.
- CEO Compensation Adjustment: Christopher G. Stavros, appointed President and CEO on September 21, 2022, received a retroactive base salary adjustment to $700,000.
Guidance, Outlook, and Management Commentary
The filing contains no financial guidance, outlook, or management commentary regarding future business performance. It details the following compensation structures:
- Brian M. Corales (New CFO):
- Annual Base Salary: $367,500.
- Short-Term Incentive: Maximum potential bonus of 110% of base salary.
- Long-Term Incentive: Target award value for the February 2023 grant equal to approximately 275% of base salary.
- Christopher G. Stavros (CEO):
- Annual Base Salary: $700,000 (retroactive to September 21, 2022).
- Short-Term Incentive: Maximum potential bonus of 150% of base salary.
- Long-Term Incentive: Target award value for the February 2023 grant equal to approximately $3,600,000.
No risks, contingencies, or unusual items were disclosed in this specific report.
Investor Verification Checklist
- Verify the effective date of Brian M. Corales' tenure as CFO (November 3, 2022).
- Confirm the retroactive application of Christopher G. Stavros' salary increase to September 21, 2022.
- Review the definitive proxy statement on Schedule 14A (dated March 18, 2022) for full details on the executive compensation program.
- Check the prior Form 8-K filed on September 23, 2022, for background on Christopher G. Stavros' initial appointment.