Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
(d) On February 8, 2017, the Board of Directors (the “Board”)
of Anadarko Petroleum Corporation (the “Company”) elected Claire S. Farley as a member of the Board, effective February 9, 2017. Ms. Farley was also appointed as a member of the Board’s Audit Committee.
Ms. Farley, 57, serves as Vice Chair of Energy, advising KKR & Co. L.P.’s Energy group. Prior to joining KKR in 2011, she
was co-founder and co-CEO of RPM Energy LLC, a privately owned oil and gas exploration and development company, which partnered with KKR. Prior to founding RPM Energy, Ms. Farley was a Senior Advisor at Jefferies Randall & Dewey, a
global oil and gas industry advisor, and was Co-President of Jefferies Randall & Dewey from February 2005 to July 2008. Prior to that, Ms. Farley served as Chief Executive Officer of Randall & Dewey, an oil and gas asset
transaction advisory firm, from September 2002 until February 2005, when Randall and Dewey became the Oil and Gas Investment Banking Group of Jefferies & Company. Ms. Farley has extensive oil and gas exploration expertise, holding
several positions within Texaco from 1981 to 1999, including President of Worldwide Exploration and New Ventures, President of North American Production and Chief Executive Officer of Hydro-Texaco, Inc. Ms. Farley also served as Chief Executive
Officer of Intelligent Diagnostics Corporation from October 1999 to January 2001 and of Trade-Ranger Inc. from January 2001 to May 2002.
Ms. Farley serves as a director of LyondellBasell Industries N.V. (NYSE: LYB) and TechnipFMC plc (NYSE: FTI). In addition to her public
directorships, Ms. Farley also is a board member of Samson Resources, a private company, and the Houston advisory board of the Nature Conservancy. Ms. Farley holds a B.S. in geology from Emory University.
In connection with her election to the Board, Ms. Farley will receive $61,126 in value of deferred shares of the Company’s common
stock, which is a pro rata grant based on the full-year value of $250,000 that is awarded on the date of the Company’s annual meeting of stockholders upon each director’s election. Ms. Farley will also receive a pro rata amount of the
standard Board and committee retainer and meeting fees, as well as other previously disclosed benefits for non-employee directors, plus expenses related to attendance. The specific terms of these awards, as most recently approved by the Board’s
Compensation and Benefits Committee, are described further in the Company’s annual proxy statement that was filed with the Securities and Exchange Commission on March 18, 2016. Ms. Farley will also enter into a director
indemnification agreement with the Company, the form of which has been previously filed with the Securities and Exchange Commission.
There are no arrangements or understandings between Ms. Farley and any other person pursuant to which Ms. Farley was selected as a
director. Ms. Farley does not have any family relationship with any director or executive officer of the Company or any person nominated or chosen by the Company to become a director or executive officer. There are no transactions in which
Ms. Farley has an interest requiring disclosure under Item 404(a) of Regulation S-K.
(b) On February 8, 2017, General
Kevin P. Chilton informed the Board of his decision not to stand for re-election as a director at the Company’s 2017 Annual Meeting of Stockholders. The decision not to stand for re-election is not as a result of any disagreement with the
Company. General Chilton serves as a member of the Board’s Audit Committee.