UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 21, 2022, Daniel Joseph Rice, IV resigned as the Chief Executive Officer (“CEO”) of Rice Acquisition Corp. II (the “Company”). Mr. Rice resigned to adhere to best-in-class corporate governance guidelines related to overboarding. Mr. Rice currently serves as a member of the board of directors of Archaea Energy (NYSE: LFG), EQT Corporation (NYSE: EQT) and Whiting Petroleum (NYSE: WLL) and will continue to serve as a member of the Company’s Board of Directors (the “Board”). In no way does this change in title diminish Mr. Rice’s commitment to the Company.
Also on February 21, 2022, the Board (i) appointed J. Kyle Derham, age 34, to succeed Mr. Rice as CEO, (ii) removed Mr. Derham as the Company’s Chief Financial Officer (“CFO”) and (iii) appointed James Wilmot Rogers, age 41, as CFO, in each case, effective immediately. Mr. Rogers will continue to serve as the Company’s Chief Accounting Officer, and Mr. Derham will continue to serve as a member of the Board.
In connection with the foregoing changes, no new compensatory arrangements were or will be entered into with Mr. Derham or Mr. Rogers.
Biographical information for Messrs. Derham and Rogers can be found in the section titled “Management” in the Company’s Registration Statement on Form S-1, which was initially filed by the Company on March 10, 2021, as amended (the “Registration Statement”), and is incorporated herein by reference. There are no family relationships between Mr. Derham or Mr. Rogers and any director or executive officer of the Company that are required to be disclosed pursuant to Item 401(d) of Regulation S-K, and except as previously disclosed in the Registration Statement under the section titled “Certain Relationships and Related Party Transactions,” which is incorporated herein by reference, there are no current or proposed transactions in which Mr. Derham or Mr. Rogers has or will have a direct or indirect material interest and in which the Company is or will be a participant that require disclosure pursuant to Item 404(a) of Regulation S-K. In addition, there are no arrangements or understandings between Mr. Derham and any other person pursuant to which he was appointed as CEO, and there are no arrangements or understandings between Mr. Rogers and any other person pursuant to which he was appointed as CFO.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| RICE ACQUISITION CORP. II | |||
| Date: February 22, 2022 | By: | /s/ James Wilmot Rogers | |
| Name: | James Wilmot Rogers | ||
| Title: | Chief Financial Officer and
Chief Accounting Officer | ||
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