Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 28, 2019, the Berry Petroleum Corporation (“Berry”), Board of Directors (the “Board”), appointed Mr. Donald L. Paul to the Board to fill a vacancy on the Board. The Board appointed Mr. Paul to the Audit Committee and the Nominating and Governance Committee.
Donald Paul has been a member of the faculty at the University of Southern California ("USC") since January 2009, and currently acts as Executive Director of the Energy Institute, the William M. Keck Chair of Energy Resources, and Research Professor of Engineering. He has been Senior Advisor at the Center for Strategic and International Studies in Washington D.C. since July 2008, and has been an academic member of the National Petroleum Council since 2010 upon appointment by the U.S. Secretary of Energy. Mr. Paul has served on advisory boards at major universities (including USC, the Massachusetts Institute of Technology ("MIT"), Harvard, Rice, Stanford, and the University of Texas), governments and national laboratories, oil and gas companies, power utilities, and technology companies. Mr. Paul leads numerous programs including USC’s Laboratory for Energy Security Systems and Center on Smart Oil Field Technologies as well as the Industrial Advisory Board for the Department of Energy University Consortium on Fossil Energy Research. He frequently speaks at national and international forums on the future of energy and energy security, cyber-security of energy systems, intelligent energy infrastructures, petroleum economics, and energy careers. Over Mr. Paul’s 33-year tenure at Chevron Corporation he held a variety of positions throughout the United States and overseas in research and technology, exploration and production operations, health, safety and environmental compliance, and executive management, including service as President of Chevron’s Canadian subsidiary, as senior compliance officer for Chevron’s health, environment and safety and global cyber-security functions and most recently as Chevron’s Vice President and Chief Technology Officer when he retired in 2008. Mr. Paul received his Bachelor of Science degree in Applied Mathematics, Master of Science degree in Geology and Geophysics, and PhD in Geophysics from MIT. Mr. Paul does not hold positions of Director or Executive Officer of any public company.
There are no arrangements or understandings between Mr. Paul and any other persons under which he was selected as a director. Mr. Paul will be entitled to receive the same director compensation as is paid to the other non-employee directors under Berry’s compensation program for non-employee directors. Berry non-employee directors receive an annual grant of restricted stock units, with a grant date value of $150,000, pro-rated initially for a partial year, (2) an annual cash fee of $75,000 for Board membership, and (3) additional annual cash fees of $30,000 for each committee chairman position held and $15,000 for each committee membership position held.
In connection with his appointment, Berry and Mr. Paul entered into an indemnification agreement which requires Berry to indemnify him to the fullest extent permitted under Delaware law against liability that may arise by reason of his service as a director, and to advance expenses incurred in connection with any proceeding arising by reason of his service. The foregoing description of the indemnification agreement is not complete and is qualified in its entirety by reference to the full text of the indemnification agreement, a form of which is filed as Exhibit 10.16 to Berry’s Registration Statement on Form S-1 (No. 333-226011).