---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-23-279894"
form_type: "8-K"
ticker: null
cik: "0001038357"
company_name: "PIONEER NATURAL RESOURCES CO"
filed_at: "2023-11-17T23:59:59+00:00"
generated_at: "2026-06-07T23:48:21.526906+00:00"
event_type: "leadership"
sentiment: "neutral"
materiality_score: 0.7
calibrated_materiality_score: 0.7
confidence: "high"
source: SEC EDGAR
---

# Pioneer Natural Resources CEO Scott Sheffield to retire Dec 31, become Special Advisor until ExxonMobil deal close

## Summary
- Scott Sheffield to retire as CEO Dec 31, 2023; will serve as non-executive Special Advisor from Jan 1, 2024 through ExxonMobil merger close.
- Sheffield to receive no salary, no new bonus/equity during transition; will vest in existing awards and be entitled to CIC severance.
- Richard Dealy, incoming CEO, to receive $1M base salary, 140% target bonus, and $9.4M LTIP grant for 2024.
- CIC agreements amended for NEOs; severance multiples up to 2.99x base + bonus, 36-month medical coverage, and equity acceleration.
- If ExxonMobil merger triggers CIC, equity awards granted after Oct 10, 2023 are excluded from acceleration provisions.

## SEC filing metadata
- accession: 0001193125-23-279894
- form_type: 8-K
- cik: 0001038357
- company_name: PIONEER NATURAL RESOURCES CO
- filed_at: 2023-11-17T23:59:59+00:00
- event_type: leadership
- sentiment: neutral
- materiality_score: 0.7
- calibrated_materiality_score: 0.7
- confidence: high
- sec_items: 5.02, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1038357/000119312523279894/0001193125-23-279894-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1038357/000119312523279894/d484671d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-23-279894
- JSON: https://secwatch.observer/filing/0001193125-23-279894.json
- Plain text: https://secwatch.observer/filing/0001193125-23-279894.txt

## Key facts
- Executive change
  Scott D. Sheffield retired as Chief Executive Officer at PIONEER NATURAL RESOURCES CO.
  - Action: retired
  - Role: Chief Executive Officer
  source text: Scott D. Sheffield will retire as the Company’s Chief Executive Officer effective as of the end of day on December 31, 2023.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1038357/000119312523279894/0001193125-23-279894-index.htm
- Executive change
  Richard Dealy was appointed as Chief Executive Officer at PIONEER NATURAL RESOURCES CO.
  - Action: appointed
  - Role: Chief Executive Officer
  source text: Mr. Dealy’s compensation in connection with his previously announced appointment as the Company’s Chief Executive Officer effective January 1, 2024
  evidence_url: https://www.sec.gov/Archives/edgar/data/1038357/000119312523279894/0001193125-23-279894-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.