Thread regarding Noble Energy Inc. layoffs

Executive compensation: latest SEC (S-4) filing. Have box of tissues close by...

Over $60 million going to our esteemed "named executive officers"

Read it and weap... Boy do I feel like a s—er :-(

Golden Parachute Compensation:
David L. Stover $ 25,160,819
Brent J. Smolik $ 14,086,393
Kenneth M. Fisher $ 8,579,471
Rachel G. Clingman $ 6,708,212
John K. Elliott $ 6,709,686

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| 5321 views | | 28 replies (last August 27, 2020) | Reply
Post ID: @OP+16p8DT2N

28 replies (most recent on top)

H Walker is the biggest joke of them all! Can’t believe he gets a dime for this!

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Post ID: @fefi+16p8DT2N

Hey @7giz+16p8DT2N:

Get off your high horse. People are rightly p-ss-d! These "so-called" executives are charged with responsibly managing this company. But instead they took a string of reckless bets that have been chronicled on these pages ad nauseam. This resulted in the enterprise being run into the ground and sold for a measly premium... They run with millions, while the working class get peanuts.

Let them vent...!!!

With an attitude like yours, you're probably well on your way to the C-suite... You'll fit in just fine...

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Post ID: @7moq+16p8DT2N

Good point, @7cpv, they sleep fine, just like I do. Why all the jealousy and hatred? Nothing to do with yourselves? Go look for a job, you'll be needing one soon, lol.

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Post ID: @7giz+16p8DT2N

How do they sleep at night? In giant houses with very comfortable beds. Must be nice.

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Post ID: @7cpv+16p8DT2N

@6vhz, it's ironic that the primary destroyers of value always seem to have nine lives. No matter, with SC on their board Whiting is doomed.

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Post ID: @7eiq+16p8DT2N

How do these so called executives sleep at night after running Noble to the ground and ruining thousands of lives?

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Post ID: @6lww+16p8DT2N

You’re going to like this...Susan Cunning...has been named to the new Board of Whiting.

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Post ID: @6vhz+16p8DT2N

Or sleeping at their leadership table, in the case of J. Lewis

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Post ID: @5jbv+16p8DT2N

I imagine that if they take the payments, the condition is that they're gone. Can't imagine Chevron wanting any of those who ran this puppy into the ground sitting at their leadership table/s...

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Post ID: @5dib+16p8DT2N

Does that mean these 4 will be hanging around and trying to land jobs in Chevron? Or gone at close?

John T. Lewis: $1,000,000
Christine M. Michel: $1,000,000
Robin H. Fielder: $400,000
Thomas "Hodge" Walker: $600,000

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Post ID: @3xea+16p8DT2N

They're all in cahoots together; massive conflicts of interest!

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Post ID: @2eij+16p8DT2N

Re Retention - what was the Board thinking! Did they really think these "Execu-thiefs" were going to walk away from their golden parachutes before closing. Another example of the powerful taking care of their own.

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Post ID: @2ppm+16p8DT2N

This is so outrageous and unconscionable. These are the same clowns (DS, KF, JL,..) who dug Noble into a financial hole with there their decisions (Marcelleus, GOM (divesture), Rosetta, Clayton Williams..) Now have the audacity to tell the rest of the folks to be proud and finish strong. Have they no shame or honor. They walk away with $$$$$$$$ and the poor rank and file employees are thrown into a dark and depressing job market.

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Post ID: @2wic+16p8DT2N

At least they won't be flying around company corpoarte jets anymore. Oh the excesses...

Hey ladies and gents at the top of Noble who are getting all the cookies, while the rest of us get the crumbs....... YOU'RE GROUNDED!

Ha!

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Post ID: @1xru+16p8DT2N

http://investors.nblenergy.com/node/24046/html#toc

Everyone needs to learn to review these. Accounting has to be transparent.

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Post ID: @1adr+16p8DT2N

Where can I find a copy of this SEC statement?

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Post ID: @1plf+16p8DT2N

Dave, Brent, Ken, Keith, Rachel–feel free to join the conversation. I am sure you have much to share with the class. John, Christine, Robin and Hodge, don't be bashful.

Someone please speak to the hundreds of employess who are going to be out of work, struggling to find it in the future while you're much more well do to as a result.

How does it happen that you get "packages" that far exceed what the working people in the organization receive–multiple orders of magnitude more? It doesn't appear that you even put up a fight for the employees. The golden parachute provisions must have been the real motivator. A bit of a conflict of interest, isn't it?

Couldn't you have done a little better by your employees than the standard severance? APC employees were treated far better.

This, my friends, is YOUR LEGACY... There really is no other way to look at it.

Sleep well

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Post ID: @1jxy+16p8DT2N

Chump change compared to what Anadarko exe received.

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Post ID: @1ory+16p8DT2N

Interesting reading in the S-4. EMED asset don’t work. Damaged goods with bandaids. Good luck Chevron.

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Post ID: @1huz+16p8DT2N

On June 17, 2020, Mr. Smolik had a telephone conversation with the Chief Executive Officer of Company B, and was informed that, while Company B was intrigued by Noble Energy’s Eastern Mediterranean assets and potential cash flow generation, it would not consider a business combination with Noble Energy due to Noble Energy’s debt and leverage.
On June 20, 2020, Noble Energy and Chevron executed the mutual confidentiality agreement.
On June 22, 2020, Mr. Stover had a follow-up call with the Chief Executive Officer of Company D, who advised that Company D continued to remain focused on other strategic opportunities and was not prepared to turn its attention to Noble Energy, and reiterated its view that Company D would, in any event, pursue only a combination at low-to-no-premium.
On June 25, 2020, Mr. Stover had a meeting with the Chief Executive Officer of Company H, who advised that Company H would need additional information and certainty about Noble Energy’s Eastern Mediterranean position, that more than one transaction may be required to reach necessary scale, and that the combined company’s balance sheet would still be a concern.
Throughout the course of June 26 and 27, 2020, Noble Energy management presented to Messrs. Pryor and Mount as well as other Chevron representatives, including representatives from Paul Weiss and Credit Suisse Securities (USA) LLC (“Credit Suisse”), financial advisor to Chevron, with representatives from Vinson & Elkins and J.P. Morgan also in attendance, on a series of topics related to Noble Energy’s operations, both in person and by video conference.

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Post ID: @1mnk+16p8DT2N

On December 31, 2019, Noble Energy announced the successful commencement of natural gas production from the Leviathan field.
On January 9, 2020, Mr. Nebenzhal informally met with the Chief Executive Officer, the Chief Financial Officer, and another executive of Company A. Mr. Nebenzhal and the Company A executives discussed the current state of the industry. In the course of the conversation, the Company A executives signaled that Company A was interested in low-decline gas assets and may have an interest in expanding its operations outside of the U.S.
On January 21, 2020, Mr. Stover met with Company A management at Company A’s corporate offices to further explore the viability of combining the two companies. The parties discussed risks and future opportunities and Company A’s concern about the scale and concentration of Noble Energy’s assets and operations outside the United States. The parties also discussed the complementary strategic fit of certain onshore U.S. assets. At the conclusion of the meeting, Company A’s management advised that the company planned to have a board level strategic review and committed to contact Noble Energy again after that review was completed.
On January 24, 2020, the Chief Executive Officer of Company A contacted Mr. Stover to advise that after reviewing the opportunities internally, the Company A board and management had decided not to continue discussions based on their belief that the timing was not right for Company A to dilute its focus on its U.S. unconventional resources.
On January 27 and 28, 2020, the Noble Energy Board held a regularly scheduled meeting with members of Noble Energy management. Following this meeting, the Noble Energy Board met in executive session to discuss the state of the exploration and production industry generally and Noble Energy’s position in the industry in particular. The Noble Energy Board determined that given investor sentiment toward the sector, environmental and climate concerns and increasing regulatory requirements, companies with a diversified portfolio of assets beyond traditional oil and gas, including renewables, would have a competitive advantage in the future, including with respect to free cash flow, value and sustainability. Similar to its views in July 2019, the Noble Energy Board concluded that to remain competitive in the future and to increase value, stability and diversification, Noble Energy would need to either become a consolidator to gain scale, or be sold to a larger, well-capitalized major, integrated company. Following this executive session, Scott D. Urban, Noble Energy Board’s Lead Independent Director, advised Mr. Stover of the sense of the Noble Energy Board and encouraged management to continue to pursue potential strategic transactions, including acquisitions, mergers-of-equals, and a sale of the company.
On February 2, 2020, Messrs. Nebenzhal and Haggard met with Mr. Mount and other Chevron business development representatives. Mr. Mount advised that he would be in the Eastern Mediterranean region in mid-February to announce a Chevron exploration agreement with Egypt, and he inquired as to whether he could visit the Leviathan facility. In a follow up call, Mr. Nebenzhal advised that Noble Energy could not grant the request at that time, in part due to the concern that Noble Energy hosting Chevron in the region could be disruptive to Noble Energy operations and lead to regional speculation. The parties agreed to enter into a mutual confidentiality agreement prior to holding more granular discussions, and that such discussions would involve a US-based mutual information sharing process to commence following Chevron’s Egypt announcement.
On February 4, 2020, Brent Smolik, Noble Energy’s President and Chief Operating Officer, Mr. Nebenzhal, the Chief Financial Officer of Company A and the head of business development of Company A met for a previously-scheduled dinner. Although Company A had earlier indicated that it was not prepared to discuss a combination with Noble Energy, the parties discussed the various benefits and opportunities created by business scale, including potential benefits of a corporate level combination of Noble Energy and Company A in the future.

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Post ID: @1gea+16p8DT2N

Interests of Directors and Executive Officers of Noble Energy in the Merger
You should be aware that some of the directors and executive officers of Noble Energy have interests in the merger that are different from, or are in addition to, the interests of stockholders generally. These interests include the following:


The executive officers of Noble Energy have arrangements with Noble Energy that provide for certain severance payments or benefits, accelerated vesting of certain equity-based awards and other rights and other payments or benefits upon completion of the merger and/or if their employment or service is terminated under certain circumstances following the completion of the merger;


The directors of Noble Energy have arrangements with Noble Energy that provide for accelerated vesting of certain equity-based awards if their service if terminated under certain circumstances following the completion of the merger; and


Executive officers and directors of Noble Energy have rights to indemnification, advancement of expenses and directors’ and officers’ liability insurance that will survive the completion of the merger.
The Noble Energy Board was aware of these additional interests by their directors and executive officers and considered these potential interests, among other matters, in evaluating and negotiating the merger agreement and the merger, in approving the merger agreement and in recommending the applicable merger-related proposals. For a further discussion of the interests of Noble Energy directors and executive officers in the merger, see “The Merger—Interests of Directors and Executive Officers of Noble Energy in the Merger” beginning on page [ ].

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Post ID: @1eao+16p8DT2N

On top of their severance

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Post ID: @1rfq+16p8DT2N

(Just want to clarify that MAGA! was sarcastic)

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Post ID: @1mgu+16p8DT2N

How you get paid millions for being a failure is beyond my comprehension.

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Post ID: @1fmq+16p8DT2N

Did they really need to give half of the $40 million retention bonus to executives too?

Were they really going to walk away from their golden parachutes?

Why not give it instead to hard working employees who barely get peanuts for severance?

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Post ID: @1pmm+16p8DT2N

Looks like BS and RC got on the boat right before it sailed off. Perfect timing!

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Post ID: @aqw+16p8DT2N

While you're at it... From footnotes: other executives benefitting from the "Retention, Recognition and Integration Pool"

John T. Lewis: $1,000,000
Christine M. Michel: $1,000,000
Robin H. Fielder: $400,000
Thomas "Hodge" Walker: $600,000

They also get gobs of shares and accelerated vesting.

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Post ID: @sfw+16p8DT2N

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