Miller v. Anadarko Petroleum Corporation Change of Control Severance Plan et al

Filing 57

MEMORANDUM AND OPINION. For the reasons stated, the defendants' motion for summary judgment is granted 34 . Miller's motion for judgment is denied 36 . (Signed by Judge Lee H Rosenthal) Parties notified. (gmh4)

United States District Court
Southern District of Texas

ENTERED
IN THE UNITED STATES DISTRICT COURT
FOR THE SOUTHERN DISTRICT OF TEXAS
HOUSTON DIVISION
BRAD MILLER,
Plaintiff,
v.
ANADARKO PETROLEUM
CORPORATION CHANGE OF
CONTROL SEVERANCE PLAN AND
ANADARKO PETROLEUM
CORPORATION HEALTH AND
WELFARE BENEFITS
ADMINISTRATIVE COMMITTEE,

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§
§
§
§
§
§
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§
§
§

March 07, 2025
Nathan Ochsner, Clerk

CIVIL ACTION NO. 23-3034

Defendant.
MEMORANDUM AND OPINION
Occidental Petroleum’s 2019 acquisition of Anadarko Petroleum Corporation has
generated lawsuits from several former Anadarko employees over Anadarko Petroleum
Corporation’s Change of Control Severance Plan. The Plan provided employee separation benefits
if Anadarko was acquired and those employees had “Good Reason” to resign. The Plan’s
definition of “Good Reason” included a material change in job duties or compensation. The
employee plaintiffs in these cases allege that when Occidental took over, their duties and
responsibilities shrank, providing “Good Reason” to resign and receive severance benefits.
Occidental generally responds that any diminution of duties and responsibilities was temporary,
or due to COVID, and did not trigger a “Good Reason” for them to resign and receive severance
benefits.
The Fifth and the Tenth Circuit Courts of Appeals have read the same Plan language
differently and have reached different results on similar claims. While the Fifth Circuit’s decision

is unpublished and not precedential, this court is, of course, influenced by Fifth Circuit case law.
After considering the relevant case law and the administrative record, this court grants the
defendants’ motion for summary judgment and denies the plaintiff’s cross-motion. The reasons
for these rulings are explained below.
I.

Background
This ERISA plan dispute is presented on the administrative record.1 See Est. of Bratton v.

Nat’l Union Fire Ins. Co., 215 F.3d 516, 521 (5th Cir. 2000) (“Once the administrative record has
been determined, the district court may not stray from it but for certain limited exceptions, such as
the admission of evidence related to how an administrator has interpreted terms of the plan in other
instances, and evidence, including expert opinion, that assists the district court in understanding
the medical terminology or practice related to a claim.”).
Occidental acquired Anadarko in August 2019. (AR 98). Before the acquisition, Anadarko
established the Change of Control Plan (“the Plan”), administered by the Health and Welfare
Benefits Administrative Committee (“the Committee”), to address the acquisition’s impact on
employees. (AR 1). The Committee consists of at least five members appointed by the Senior
Vice President for Human Resources. (AR 26).
In late 2019, Anadarko notified its employees that the Change of Control Plan allowed
employees to resign within 90 days after a “Good Reason” event and receive separation benefits.
(AR 130-133).
The Plan defined “Good Reason” as one or more of the following:
A. A material and adverse reduction of your duties and responsibilities as compared
to those immediately prior to the Change of Control;

1

See Docket Entry No. 32.

2

B. A material reduction in your Base Salary as compared to your Base Salary
immediately prior to the Change of Control;
C. A material reduction in the aggregate value of your Base Salary plus Total Target
Incentive Compensation compared to such value immediately prior to the Change
of Control;
D. A change in your required worksite location to more than 25 miles from your
location immediately prior to the Change of Control;
E. A requirement that you take an assignment or position that requires you to travel
on frequent overnight trips resulting in extended stays away from home on a
consistent basis and to a substantially greater extent compared to required business
travel prior to the Change of Control (excluding assignments or positions that may
require temporary travel for a specified, short duration of time); and/or
F. A requirement, without your prior written consent, to perform a job for which you
are not skilled or trained.
(AR 6).
The Plan stated that “the Committee shall have the discretion to make any findings of fact
needed in the administration of the Plan, and shall have the discretion to interpret or construe
ambiguous, unclear, or implied (but omitted) terms in any fashion that the Committee deems to be
appropriate in its sole judgment.” (AR 23).
On September 10, 2019, the Plan issued a document entitled “Anadarko Petroleum
Corporation Change of Control Severance Plan Interpretation by the Plan Administrator and
Examples.” This document clarified the requirements for each of the six “Good Reason” events.
(AR 48-51). This document stated that any adverse, material changes in job responsibilities must
be permanent, and that temporary changes would not qualify as a “Good Reason” event. (AR 48).
On March 23, 2020, the Committee distributed a document clarifying when a reduction in a Plan
participant’s Base Salary would be a “Good Reason.” (AR 52-55). This document stated that
Occidental’s decision to reduce certain salaries by 4.9%, effective April 1, 2020, was not a material
reduction in compensation that would constitute a “Good Reason.” (AR 54).

3

Miller worked for Anadarko Petroleum from 1985 until he resigned in 2020. (AR 118).
His last job before the Occidental acquisition was as a Director of Regulatory Affairs and
Advocacy for the Gulf of Mexico Group. (Id.). Miller alleges that in this role, he approved budget
expenditures of up to $8 million, managed two direct reports, and hired outside consultants.
(Docket Entry No. 37 at 7-8; Docket Entry No. 1 ¶¶ 16-30). He alleges that by January 2020, after
the acquisition, he had experienced adverse material reductions in his job responsibilities, giving
him “Good Reason” to resign.
First, Miller alleges that he lost the ability to hire and terminate employees. Miller points
to his efforts to terminate a Staff Regulatory Engineer who worked underneath him due to
performance issues. (Docket Entry No. 1 ¶¶ 44-45). Miller alleges that his direct supervisor, Allen
Sanders, agreed that the engineer should be fired. (Id.). However, Sanders’s supervisor, Andy
Kershaw, a “legacy Oxy Executive Vice President,” rejected the decision to terminate the engineer.
(Id.). Kershaw also hired an employee to manage Miller’s regulatory team without Miller’s input.
Miller alleges that before the acquisition, he would have “contributed to hiring for this type of
position at Anadarko” and that “the result of the hire also meant that half of Miller’s duties were
undertaken by someone else.” (Id. ¶ 46).
Second, Miller alleges that he lost leadership opportunities. (Id. ¶ 48). Miller alleges that
before the acquisition, he held leadership positions on the Gulf of Mexico Management
Committee, attended Gulf of Mexico Management staff meetings, and provided input on strategy
and personnel decisions across the Gulf of Mexico department generally. (Id.). He alleges that
after the acquisition, he was no longer included in Gulf of Mexico strategy meetings in which
special initiatives, strategic initiatives, forecasting decisions, personnel discussions, and process
improvement initiatives were discussed. (Id.). He was also removed from biannual regional
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strategic planning offsite meetings that set long-term targets for the Gulf of Mexico operations.
(Id. ¶ 49). Miller states that he was excluded from annual performance reviews and merit reviews
for Gulf of Mexico personnel. (Id. ¶ 50).
Third, Miller alleges that his authority to partner with trade organizations was removed and
reassigned to legacy Occidental personnel. (Id. ¶ 51). Before the acquisition, Miller played a
“crucial role” in selecting trade organizations to partner with, and he had the authority to approve
invoices for Anadarko to pay those organizations. (Id. ¶ 52). Miller was also removed as a voting
member for the American Petroleum Institute Drilling Production and Operations Subcommittee.
(Id. ¶ 54).
Fourth, Miller alleges that his expense approval authority dropped by 99% in every
category in which he was previously authorized to approve expenses. (Id. ¶ 55). Miller asserts
that while Occidental effectively revoked his authority to approve expenses, it increased the
expense authority of subordinate employees. (Id. ¶ 58).
Miller also alleges that in April 2020, Occidental made a 4.9% across-the-board reduction
in compensation for all legacy Anadarko employees, including Miller. (Id. ¶ 61). Occidental
informed the legacy Anadarko employees that the 4.9% percent was not considered a “material
reduction” in pay for the purpose of obtaining separation benefits under the Plan. (Id. ¶ 63).
Miller asserts that in May 2020, Kershaw encouraged him to retire “so that the company
could make room for younger workers.” (Id. ¶ 66). Kershaw also suggested to Miller that
“retirement may be the only way to protect a pension from business changes at [Occidental] – like
the potential for bankruptcy.” (Id. ¶ 67). Miller alleges that he had no choice but to retire, because
he had “lost all of his job responsibilities and authority, and his supervisor encouraged him to retire
so that new, younger workers could take his spot.” (Id. ¶ 67).
5

On May 19, 2020, Miller submitted a Good Reason Inquiry Form to the Committee. (AR
96-107). Miller stated on the form that at the May 2020 meeting, Kershaw told him that he was
the only retirement-eligible member of the Gulf of Mexico Executive Leadership Team who had
not provided a retirement date. (AR 103). Kershaw told Miller that he should retire so that the
company could make room for other workers to take on leadership positions. (Id.). Miller
described on the form the ways in which his duties and responsibilities had been materially
reduced. (AR 96).
Miller resigned from Occidental on June 19, 2020, before the Committee reached a
decision on his Good Reason Inquiry. (AR 108). He submitted a supplemental demand for
separation benefits on October 22, 2020. (AR 126-28).
The Committee met to discuss Miller’s initial claim for benefits on February 2, 2021. (AR
485-87). The Committee reviewed the Good Reason Inquiry form that Miller had submitted, and
discussed interviews that it had held with Kershaw; Amro Hamza, the Director Business Area for
Gulf of Mexico Operations; and Ronnie Abraham, the Director of Land Operations. (AR 109).
The Committee denied Miller’s benefits claim in a June 2, 2021 letter. (AR 108-114). The
Committee stated that it had reviewed the documents Miller had submitted to the Anadarko
Petroleum Corporation Change of Control Severance Plan Good Reason Subcommittee; Miller’s
October 22, 2020 letter describing why Miller believed that he had experienced a Good Reason
event; and the Change of Control Plan terms; and the terms of the Change of Control Plan itself.
(AR 108-09). The Committee stated that the post-acquisition changes that Miller complained of
were either temporary or were intended to address economic downturn and reduced drilling
activity rather than to reduce Miller’s role at the company. (AR 108-13). The Committee also
found that Miller’s allegations that other employees at Occidental had encroached on his job
6

responsibilities and authority were unfounded and that those employees had taken on job
responsibilities in areas outside of Miller’s responsibilities. (Id.).
Through counsel, Miller appealed the denial of his claim in a letter to the Committee on
April 12, 2022. (AR 191-98). The appeal raised issues that Miller had not presented in his original
claim. The added issues were that Miller had lost the authority to hire and fire employees in his
group; that Miller was no longer involved in high-level strategy and personnel input; and that
Miller was no longer involved in identifying and establishing new business relationships. (Id.).
Miller also submitted a letter from Allen Sanders, his previous supervisor at Anadarko. (AR 20809). The letter described Sanders’s understanding of Miller’s pre-acquisition duties at Anadarko.
(Id.).
Miller was notified of the denial of his appeal in a letter from the Committee on August
17, 2022. (AR 399-409). The Committee stated that it had investigated each factual basis for
Miller’s claim and issued extensive findings of fact. (Id.). The Committee found that as to all five
of the core responsibilities that Miller claimed he had before the acquisition—hiring and firing
authority, strategy and personnel input, identifying and consummating new business relationships,
expense-approval authority, and supervising direct reports—Miller had not experienced a material
diminishment in his duties. (Id.). The Committee also reiterated that the 4.9% base salary
reduction did not constitute a “Good Reason” event because it was not a material reduction in
compensation and because the 4.9% was reinstated on July 1, 2020, after Miller resigned. (AR
406).
Miller timely filed this suit against the Plan and the Committee in August 2023. Miller
asserts two claims against the Plan and the Committee: (1) improper denial of benefits under

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ERISA § 502 (A)(1)(B) and 29 U.S.C. § 1132(A)(1)(B); and (2) breach of fiduciary duty under
ERISA § 404(A) and 29 U.S.C. § 1104(A). (Docket Entry No. 1¶¶ 79-90).
In Miller’s first claim, for the improper denial of benefits, he asserts that the defendants’
denial of separation benefits violated the Plan because Miller satisfied the Good Reason
requirements when he resigned and sought benefits. (Id. ¶¶ 79-83). Miller also asserts that the
defendants abused their discretion when they denied Miller’s separation benefits because they used
irrelevant factors and considerations. (Id. ¶ 84).
In Miller’s second claim, for breach of fiduciary duty, he asserts that the defendants did
not investigate his claim in a fair and objective manner. (Id. ¶¶ 86-87). Miller asserts that the
investigation was biased and “outcome oriented.” (Id.) He also asserts that the defendants’
decision to deny his separation benefits and their refusals to reverse on appeal were not supported
by substantial evidence and were an abuse of discretion. (Id. ¶ 88). Finally, Miller asserts that the
defendants misrepresented the Plan terms when they found that the 4.9% salary reduction was not
material for the purpose of separation benefits under the Plan. (Id. ¶ 89).
II.

The Legal Standard
Summary judgment is appropriate when ‘the movant shows that there is no genuine dispute

as to any material fact and the movant is entitled to judgment as a matter of law.’” Springboards
to Educ., Inc. v. Pharr-San Juan-Alamo Indep. Sch. Dist., 33 F.4th 747, 749 (5th Cir. 2022)
(quoting FED. R. CIV. P. 56(a)). “A fact is material if it ‘might affect the outcome of the suit.’”
Thomas v. Tregre, 913 F.3d 458, 462 (5th Cir. 2019), as revised (Jan. 25, 2019) (quoting Anderson
v. Liberty Lobby, Inc., 477 U.S. 242, 248 (1986)). “A factual dispute is genuine ‘if the evidence
is such that a reasonable jury could return a verdict for the nonmoving party.’” Id. (quoting
Anderson, 477 U.S. at 248). When considering a motion for summary judgment, the court “must
8

consider all facts and evidence in the light most favorable to the nonmoving party” and “must draw
all reasonable inferences in favor of the nonmoving party.” Ion v. Chevron USA, Inc., 731 F.3d
379, 389 (5th Cir. 2013).
The moving party “always bears the initial responsibility of informing the district court of
the basis for its motion” and pointing to record evidence demonstrating that there is no genuine
dispute of material fact. Celotex Corp. v. Catrett, 477 U.S. 317, 323 (1986); see also FED. R. CIV.
P. 56(c). “When ‘the non-movant bears the burden of proof at trial,’ a party moving for summary
judgment ‘may merely point to the absence of evidence and thereby shift to the non-movant the
burden of demonstrating by competent summary judgment proof that there is a dispute of material
fact warranting trial.’” MDK S.R.L. v. Proplant Inc., 25 F.4th 360, 368 (5th Cir. 2022) (alteration
adopted) (quoting Nola Spice Designs, L.L.C. v. Haydel Enterprises, Inc., 783 F.3d 527, 536 (5th
Cir. 2015)).
“Once the moving party has initially shown that there is an absence of evidence to support
the non-moving party’s cause, the non-movant must come forward with specific facts showing a
genuine factual issue for trial.” Houston v. Tex. Dep’t of Agric., 17 F.4th 576, 581 (5th Cir. 2021)
(quotation marks and quoting reference omitted). “[A] party cannot defeat summary judgment
with conclusory allegations, unsubstantiated assertions, or only a scintilla of evidence.” Jones v.
Gulf Coast Rest. Grp., Inc., 8 F.4th 363, 368 (5th Cir. 2021) (quotation marks and quoting
reference omitted). Rather, the nonmovant “must identify specific evidence in the record and
articulate the precise manner in which that evidence supports [its] claim.” Shah v. VHS San
Antonio Partners, L.L.C., 985 F.3d 450, 453 (5th Cir. 2021) (alteration adopted) (quotation marks
and quoting reference omitted).

9

The movant is entitled to judgment as a matter of law when “the nonmoving party has
failed to make a sufficient showing on an essential element of [its] case with respect to which [it]
has the burden of proof.” Celotex Corp., 477 U.S. at 323. But “[i]f ‘reasonable minds could differ’
on ‘the import of the evidence,’ a court must deny the motion.” Sanchez v. Young County, 956
F.3d 785, 791 (5th Cir. 2020) (quoting Anderson, 477 U.S. at 250–51). “When parties file crossmotions for summary judgment, we review each party’s motion independently, viewing the
evidence and inferences in the light most favorable to the nonmoving party.” Green v. Life Ins.
Co., 754 F.3d 324, 329 (5th Cir. 2014) (citation omitted).
III.

Analysis
A. The Standard of Review
Under ERISA, an individual who is “denied benefits under an employee benefit plan [may]

challenge that denial in federal court.” Metropolitan Life Ins. Co. v. Glenn, 554 U.S. 105, 108, 128
S. Ct. 2343, 171 L. Ed. 2d 299 (2008). “When reviewing a denial of benefits made by an ERISA
plan administrator, the court applies a de novo standard of review, ‘unless the benefit plan gives
the administrator . . . discretionary authority to determine eligibility for benefits or to construe the
terms of the plan.’” Singletary v. UPS, 828 F.3d 342, 346 (5th Cir. 2016) (citing Firestone Tire &
Rubber Co. v. Bruch, 489 U.S. 101, 115, 109 S. Ct. 948, 103 L. Ed. 2d 80 (1989)). “When an
ERISA plan lawfully delegates discretionary authority to the plan administrator, a court reviewing
the denial of a claim is limited to assessing whether the administrator abused that discretion.”
Ariana M. v. Humana Health Plan of Tex., Inc., 884 F.3d 246, 247 (5th Cir. 2018) (en banc) (citing
Firestone Tire & Rubber Co. v. Bruch, 489 U.S. 101, 115, 109 S.Ct. 948, 103 L.Ed.2d 80 (1989))
An ERISA plan administrator’s benefit determinations can be divided into two categories:
interpreting the plan terms and determining the facts underlying the benefit claim. The Plan gives
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the Committee discretion as to both categories. See Lu v. Anadarko Petroleum Corporation
Welfare Benefits Administrative Committee, 2023 WL 5254682, at *6 (S.D. Tex. Aug. 15, 2023);
(Docket Entry No. 32-1 at 48). In finding that the Plan gave “the Committee significant discretion,
extending to both the interpretation of the Plan and fact-finding associated with a particular claim,”
the court cited Section 9.3(g), which states in relevant part that:
The Plan shall be interpreted by the Committee in accordance with the terms of the Plan
and their intended meanings. However, the Committee shall have the discretion to
make any findings of fact needed in the administration of the Plan, and shall have the
discretion to interpret or construe ambiguous, unclear or implied (but omitted) terms in any
fashion the Committee deems to be appropriate in its sole judgment. The validity of any
such finding[s] of fact, interpretation[s], construction[s] or decision[s] shall not be given
de novo review if challenged in court, by arbitration or in any other forum, and shall be
upheld unless clearly arbitrary or capricious.... If, due to errors in drafting, any Plan
provision does not accurately reflect its intended meaning, as demonstrated by consistent
interpretations or other evidence of intent, or as determined by the Committee in it[s] sole
and exclusive judgment, the provision shall be considered ambiguous and shall be
interpreted by the Committee in a fashion consistent with its intent, as determined by the
Committee in its sole discretion. (Emphasis added).
In Lu, the court reviewed the Committee’s denial of benefits for abuse of discretion. In Lu,
the parties did not dispute that abuse of discretion was the correct standard. In this case, by contrast,
Miller argues that the court should apply a de novo standard of review. (Docket Entry No. 40 at 912). Miller cites Hoff v. Amended and Restated Anadarko Petroleum Corp. Change of Control
Severance Plan, in which the Tenth Circuit held that the Plan did not give deference to the
Committee’s construction of the Plan’s unambiguous terms, including “Good Reason.” 2025 WL
400517, at *4 (10th Cir. Feb. 4, 2025) (Docket Entry No. 55).
In Hoff, neither party argued that the Good Reason clause was ambiguous, unclear, or
implied. Id. The Tenth Circuit held that de novo review applied to the Plan’s interpretation and
application of the “Good Reason” term. Id. The Tenth Circuit emphasized that § 9.3(g) gave
Occidental “the discretion to interpret or construe ambiguous, unclear or implied (but omitted)
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terms in any fashion that [it] deemed to be appropriate in its sole judgment” and stated that “[t]he
validity of any such finding of fact, interpretation, construction or decision shall not be given de
novo review if challenged in court,…and shall be upheld unless clearly arbitrary or capricious.”
Id. The Tenth Circuit concluded that as to unambiguous or clear terms and findings based on such
terms, “the Plan … dictates that we apply de novo review.” Id.
In Gift v. Anadarko Petroleum Corporation Change of Control Severance Plan et al., the
Fifth Circuit held that the district court correctly applied the abuse of discretion standard of review
to the Committee’s Plan interpretation, because the Plan gave the Committee discretion to interpret
the Plan terms. 2024 WL 4689051, at *3 (5th Cir. Nov. 6, 2024). Miller argues that this court is
not bound to follow Gift because it is an unpublished, per curiam decision. But Hoff, which Miller
encourages the court to follow, is also an unpublished decision, that too by a different circuit. And
while not binding, Gift is certainly persuasive authority. The court declines to follow the approach
set out by the Tenth Circuit in Hoff, and instead follows the approach set out in Gift, which is
consistent with Lu. This approach is also in line with the Fifth Circuit’s prior observation that
most ERISA plans give plan administrators discretion to interpret plan terms. See Crawford v.
Metro. Life Ins. Co., 756 Fed. Appx. 350, 352 (5th Cir. 2018).
Miller also asserts that the Committee had a material “conflict of interest” because it both
evaluates and pays benefits claims. (Docket Entry No. 40 at 9). Miller argues that this conflict of
interest means that the Committee’s denial of Miller’s benefits claim does not deserve deference.
(Id. at 13). Miller cites to case law stating that courts should give less deference if there is record
evidence of a conflict on the part of the plan administrator. (Id.).
The court finds Miller’s argument unavailing. “If the administrator has a conflict of
interest, ‘we weigh the conflict of interest as a factor in determining whether there is an abuse of
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discretion in the benefits denial, meaning we take account of several different considerations of
which conflict of interest is one.’” Holland v. Int’l Paper Co. Ret. Plan, 576 F.3d 240, 247 (5th
Cir. 2009) (citing Crowell v. Shell Oil Co., 541 F.3d 295, 312 (5th Cir. 2008). “[W]eighing a
conflict as a factor in the abuse of discretion analysis does not ‘impl[y] a change in the standard of
review, say, from deferential to de novo review.’” Id. (quoting Metro. Life Ins. Co. v. Glenn, 554
U.S. 105, 115 (2008). This type of alleged conflict is one of several factors that the district court
must consider in evaluating whether there has been an abuse of discretion; it does not trigger a
different standard of review. The “conflict of interest” factor is part of the analysis of abuse of
discretion.
Finally, Miller asserts that the Committee’s decision must be reviewed de novo because it
relied on the “extrinsic evidence” of the documents the Committee issued in September 2019 and
in March 2020, providing further interpretation of the Plan terms. But in Lu, this court held that
these subsequent interpretations were consistent with the Committee’s powers under Article IX of
the Plan. 2023 WL 5254682, at *3. The Committee’s review of these Plan interpretations in
arriving at a decision as to Miller’s benefits does not require de novo review.
The court reviews the Committee’s decision for abuse of discretion.
B. Whether the Committee’s Decision Was an Abuse of Discretion
The issues are whether the Committee’s interpretation of the Plan was legally correct and
whether the Committee abused its discretion in denying Miller’s claim for benefits. See Porter v.
Lowe’s Cos., 731 F.3d 360, 364 (5th Cir. 2013). As a claimant under 29 U.S.C. § 1132(a)(1)(B),
Miller has the initial burden of demonstrating “that [the] denial of benefits under an ERISA plan
[was] arbitrary and capricious.” Anderson v. Cytec Indus., Inc., 619 F.3d 505, 512-513 (5th Cir.
2010) (citing Perdue v. Burger King Corp., 7 F.3d 1251, 1254 n. 9 (5th Cir. 1993)).
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Miller argues that the Committee’s decision was neither legally correct nor supported by
the record. He argues that “[n]early every facet of [his] working life changed following the
Acquisition” and that “[h]is case is exactly why the change of control [Plan] was implemented.”
(Docket Entry No. 40 at 14).
The defendants respond that the Committee’s interpretation of the Plan was legally
correct. The defendants also argue that the Committee’s decision to deny Miller separation
benefits is supported by the record. (Docket Entry No. 34 at 22-24). The defendants argue that
the Committee’s determination that Miller had not experienced a material change in duties or
compensation— “Good Reason”—is supported by substantial evidence and should be affirmed.
(Id.)
The Gift court explained “[i]n evaluating the record to determine whether the interpretation
of a plan is ‘legally correct,’ we consider: ‘(1) whether the administrator has given the plan a
uniform construction, (2) whether the interpretation is consistent with a fair reading of the plan,
and (3) any unanticipated costs resulting from different interpretations of the plan.’” Gift, 2024
WL 4689051 at *2 (quoting Crowell v. Shell Oil Co., 541 F.3d 295, 312 (5th Cir. 2008)). “Whether
the administrator gave the plan a fair reading is the most important factor.” Id. (citation and internal
quotation marks omitted). “An administrator’s interpretation is consistent with a fair reading of
the plan if it construes the plan according to the ‘plain meaning of the plan language.’” Id. (quoting
Threadgill v. Prudential Sec. Grp., Inc., 145 F.3d 286, 292 (5th Cir. 1998)); see also Stone v.
UNOCAL Termination Allowance Plan, 570 F.3d 252 (5th Cir. 2009). “If this court finds that an
administrator’s interpretation of a plan is incorrect, then we consider whether the interpretation
was an abuse of discretion.” LifeCare Mgmt. Servs. LLC, 703F.3d at 841 (citing Chacko v. Sabre,
Inc., 473 F.3d 604, 611 (5th Cir. 2006)); Crowell, 541 F.3d at 312.
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Under Fifth Circuit precedent, if more efficient, “this court can bypass, without deciding,
whether the determination was legally correct, and move directly to whether the determination was
an abuse of discretion.” Porter, 731 F.3d at 366. The court exercises its discretion to do so. In
determining whether the Committee abused its discretion, the court takes a holistic approach,
determining whether “substantial evidence supports the plan fiduciary's decision.” Cloud v. Bert
Bell/Pete Rozelle NFL Player Ret. Plan, 95 F.4th 964, 971 (5th Cir. 2024) (citing Atkins v. Bert
Bell/Pete Rozelle NFL Player Ret. Plan, 694 F.3d 557, 566 (5th Cir. 2012)). “Substantial evidence
is more than a scintilla, less than a preponderance, and is such relevant evidence as a reasonable
mind might accept as adequate to support a conclusion.” Id.
“[A] decision constitutes an abuse of discretion only if it is made without a rational
connection between the known facts and the decision or between the found facts and the decision.”
George v. Reliance Standard Life Ins. Co., 776 F.3d 349, 353 (5th Cir. 2015) (quoting Truitt v.
Unum Life Ins. Co. of Am., 729 F.3d 497, 508 (5th Cir. 2013) (internal quotations omitted). “A
decision is arbitrary only if made without a rational connection between the known facts and the
decision or between the found facts and the evidence.” Foster v. Principal Life Ins. Co., 920 F.3d
298, 304 (5th Cir. 2019) (citation omitted). A “court’s review of the administrator's decision need
not be particularly complex or technical; it need only assure that the administrator’s decision falls
somewhere on a continuum of reasonableness—even if on the low end.” Cloud, 95 F.4th at 971.
Miller first asserts that the Committee “failed to conduct their investigations of Miller’s
claim in a fair, objective, and evenhanded manner” and that their investigation was biased because
of the “conflict of interest” inherent in the Committee’s dual role as payor and administrator.
(Docket Entry No. 1 ¶¶ 87-88). “If, as here, the administrator both administers and insures the
Plan, such a conflict of interest is weighed as one factor in determining whether there is an abuse
15

of discretion.” Porter, 731 F.3d at 364. “The conflict of interest . . . should prove more important
… where circumstances suggests a higher likelihood that it affected the benefits decision,
including, but not limited to, cases where an insurance company administrator has a history of
biased claims administration.” Truitt, 729 F.3d at 509 (citing Glenn, 554 U.S. at 112). “It should
prove less important (perhaps to the vanishing point) where the administrator has taken active steps
to reduce potential bias and to promote accuracy.” Id. (citing Glenn, 554 U.S. at 117). In Gift, the
Fifth Circuit found that the Committee had complied with ERISA’s procedural requirements by
providing the benefits claimant “a reasonable opportunity” for a “full and fair review.” Gift, 2024
WL 4689051, at *3. “A plan administrator’s procedural unreasonableness informs how much
weight to afford the apparent conflict.” Truitt, 729 F.3d at 510. In Lu, the court reviewed the
record and concluded that the Committee had similarly provided Lu a thorough and fair claim
review process. In that case, the record established that the Committee: reviewed the documents
that Lu and his counsel submitted in connection with his claim; interviewed three individuals
within Lu’s group; met a second time to review Lu’s claim on appeal, even though Lu did not
timely submit his appeal; promptly provided Lu with documents he requested that the Committee
had reviewed in conjunction with his claim; and reviewed the extensive submissions that Lu and
his counsel submitted in conjunction with the appeal. Lu, 2023 WL 5254682 *at 8-9.
Here, as in Lu, the record shows that the Committee thoroughly considered Miller’s claims.
The Committee reviewed all the materials provided and conducted interviews during the first
review of the claim and then the appeal. The Committee met six times, reviewing the documents
Miller and his lawyer submitted and interviewing seven witnesses. Some of these witnesses,
including Sanders, were interviewed at Miller’s request. The Committee issued detailed letters
explaining its reasoning for denying Miller’s initial claim and his appeal. As in Gift, the
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Committee carefully considered new arguments that Miller made for the first time on appeal. The
record does not support an abuse of discretion based on a lack of procedural fairness or bias.
Miller repeatedly urges the court to distinguish Lu on the basis that the changes in job
responsibilities alleged in that case were not as drastic or as permanent as those Miller experienced.
(Docket Entry No. 55). Miller instead urges the Court to follow Hoff, in which, reviewing de novo
the denial of benefits, the Tenth Circuit found that the plaintiff had undergone a material reduction
in job responsibilities. Because Hoff gave no deference to the Committee’s determinations, and
the abuse of discretion standard applies here, Hoff is of limited application.
In arguing an abuse of discretion, Miller claims that the Committee’s determination that he
had not experienced a “Good Reason” event was not supported by the record. In his first claim for
benefits, as well as in the October 2020 supplemental letter, Miller asserted the following
differences between his pre-acquisition and post-acquisition duties.
Responsibilities

Pre-Acquisition

Post-Acquisition

Expense
Authority

$4 million

Direct Reports
and Team Size
Identifying and
Consummating
New Business
Relationships

Three direct reports; team of
12 people.
Oversaw and approved all
Gulf of Mexico-related trade
organization and participation;
voting member of American
Petroleum Institute Drilling,
Production, and Operations
Subcommittee
Would have been asked for
input on any personnel
decisions involving his group

$12,500; the expense authority of his
direct supervisor was increased to
$100,000; his subordinates’ expense
authority was also increased to $8,000.
Miller could only approve expenses
between $8,000 to $12,500.
Two direct reports; team of 10 people.

Input on
Personnel
Decisions

17

Had to submit all trade organization
participation for approval to Tom
Janiszewski; replaced on API DPOS
Subcommittee by legacy Occidental
employee
Regulatory engineer who Miller
previously terminated is rehired by
Kershaw and asked by others to work on
projects within Miller’s area.

Miller also argues that Occidental’s 4.9% reduction in compensation for all legacy
Anadarko Petroleum employees was a material reduction in base pay. (AR 127). He alleges that
this pay cut resulted in a reduction in Miller’s salary and “a substantial loss in income.” (Id.).
Finally, Miller argues that Occidental had begun the process of replacing him, or alternatively,
implementing a new level of oversight above him. (AR 120). As evidence, Miller cites to the fact
that a Director of Land Operations at Occidental, Robbie Abraham, had been attending his team
Skype calls, calling his team members and demanding information from them, and assigning those
team members work without Miller’s input. (Id.)
The Committee found that Miller’s post-acquisition duties were not materially and
adversely diminished. First, the Committee found that Miller’s budget authority was only
temporarily reduced due to the extreme decline in oil prices. (AR 109). The Committee found
that the reduction was only temporary and not specifically directed at Miller, and that as oil prices
recovered, approval authority was reinstated. (Id.). Second, the Committee found that the
reduction in Miller’s direct reports was largely due to changes in drilling activity and decisions by
other employees to retire, not because of any organizational changes initiated by Occidental aimed
at reducing the size of Miller’s team. (AR 109-10). The Committee found that the changes were
temporary and that, since drilling had increased, more people had been added back to the team.
(AR 110).
Third, the Committee found that the employee who Miller claimed was let go from his
group and later rehired into a different group, and who Miller claims was handling some of the
responsibilities from his group, had been hired by the Director of Facilities to help with a project
unrelated to Miller’s group. (Id.). Fourth, the Committee found that despite Miller’s assertions
that Occidental was trying to replace him with Abraham, there were no plans to move Abraham
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into Miller’s role. (Id.). Finally, the Committee found that an Occidental Human Resources
investigation showed that Kershaw did not take any actions to discriminate against Miller, or any
other employees based on age. (AR 111, 487). The Committee reiterated its prior determination
that the 4.9% reduction in compensation was not a material reduction and did not constitute a
“Good Reason” event. (Id.).
On appeal, Miller asserted that the Committee’s decision to deny him separation benefits
was incorrect, because he had experienced the following material changes in responsibilities:
Responsibilities

Pre-Acquisition

Post-Acquisition

Hiring and
Firing Authority

Miller had the ability to hire
nine consultants for different
projects and was able to
transfer an employee onto his
team.

High-Level
Strategy and
Input on
Personnel
Decisions

Miller met biweekly with the
Gulf of Mexico Management
Committee for strategic
meetings, promotion reviews,
and compensation reviews for
the Gulf of Mexico region.

Identifying and
Consummating
New Business
Relationships

Miller oversaw and approved
all Gulf of Mexico-related
trade organizations and
participation, and he was a
voting member of American
Petroleum Institute Drilling,
Production, and Operations
Subcommittee
$4 million

Miller lost hiring and firing authority.
Miller determined that an employee
should be fired for performance issues, but
the decision was overruled by Occidental
Human Resources and Kershaw.
Occidental hired an additional employee
out of retirement without Miller’s input.
Miller was removed from his leadership
position on the Gulf of Mexico
Management Committee and was no
longer authorized to provide input on
strategy and personnel. Miller was
excluded from Annual Personnel Reviews
of all Gulf of Mexico personnel and from
Merit Discussions.
Miller had to submit all trade organization
participation for approval to Tom
Janiszewski and Miller was replaced on
the API DPOS Subcommittee by a legacy
Occidental employee

Expense
Authority

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$12,500; the expense authority of Miller’s
direct supervisor was increased to
$100,000; a subordinate’s expense
authority was also increased to $8,000.
Miller could only approve expenses
between $8,000 to $12,500.

Direct Reports
and Team Size

Three direct reports; team of
12 people.

Two direct reports; team of 10 people.

Miller also complained that post-acquisition, his 401(k) contributions, bonus targets, and
other employee benefits were also materially reduced. (AR 191-198). Miller again complained
that the Committee had acted arbitrarily in determining that the 4.9% salary reduction was not
material. (Id.).
The record reflects that the Committee met five times between June and August of 2022 to
discuss Miller’s appeal of the denial of his claim. (AR 488-499). The Committee reviewed
Miller’s appeal letter and new materials provided by Kershaw and Hamza. (Id.). The Committee
conducted a second round of interviews with Hamza and Kershaw. (Id.). The Committee also
interviewed the following individuals: Rob Brown, former Director of the Gulf of Mexico
Portfolio Management group for Anadarko; Patrick McGrievy, former Director of the Gulf of
Mexico Asset Management group for Anadarko; Janiszewski; and Sanders. (Id.).
After reviewing the documents that Miller submitted on appeal, and interviewing the
additional witnesses, the Committee reaffirmed its prior determination that Miller had not
experienced a material adverse change in his job duties. The Committee once again found that the
reduction in Miller’s expense approval authority was a temporary change caused by COVID’s
effect on business and was reversed by October 2020. (AR 403). The Committee also found that
the scope of Miller’s hiring and firing authority had not changed, and that hiring and firing
decisions at both Anadarko and Occidental required multiple layers of input. (AR 400-401).
The Committee found that Miller’s allegations that his removal from the Gulf of Mexico
Management Committee was a substantial reduction in his ability to participate in key strategy and
personnel decisions were inaccurate; in fact, the Gulf of Mexico Management Committee was
20

replaced by the Gulf of Mexico Executive Leadership Team, a broader group that was chaired by
Kershaw, in which Miller participated and could in fact provide more significant input than he had
had the opportunity to do as part of the Management Committee. (AR 402).
As to Miller’s assertions that his authority to select and approve trade association alliances
had been moved to another employee, the Committee found that this was not a significant aspect
of Miller’s role and was more closely aligned with the other employee’s responsibilities. (AR 40304). The Committee also determined that Occidental had discontinued the trade association
alliances during COVID. (Id.). As to Miller’s assertions that he lost direct reports and had the
size of his team reduced, the Committee did a detailed analysis of organizational charts and
personnel rosters and determined that these changes were reasonable in light of fluctuations in
business needs. (AR 404-05). The Committee also found that Miller’s direct reports were not
reduced during the change of control. (AR 404). Although one direct report transferred to another
group, the position remained open while a replacement was identified; the position was not
eliminated. (Id.).
The Committee also addressed Miller’s claims, raised on appeal, that he had suffered a
material reduction in his base pay. (AR 406). Citing Section 9.3 of the Plan, the Committee
reiterated that it had discretion under the Plan to determine whether a reduction in compensation
is material. (Id.). The Committee found that Miller’s base salary was not materially reduced.
(Id.). The 4.9% reduction was reversed as of July 1, 2020, for all employees. (Id.). The Committee
pointed to language in Section 9.3 that explicitly exempted “bonuses, employee benefits … and
all forms of incentive compensation” from the definition of “base salary.” (AR 41; AR 406).
The record supports the conclusion that the Committee acted within its discretion in finding
that Miller’s job duties were not materially and adversely reduced. See George v. Reliance Std.
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Life Ins. Co., 776 F.3d 349, 353 (5th Cir. 2015). For the most part, Miller’s arguments before this
court are iterations of the same arguments he made in his initial claim for benefits, the October
2020 supplement to his initial claim, and his appeal to the Committee.
For example, Miller states that the record reflects that the cancellation of the Gulf of
Mexico Management Committee meetings significantly diminished his duties because, as part of
the new Gulf of Mexico Executive Leadership Team, Miller could not vote and was not invited to
every Committee meeting. (Docket Entry No. 40 at 21; AR 414). He argues that Anadarko and
the Committee “glossed over” the fact that Miller no longer had voting power and only attended
“staff meetings” for the Executive Leadership Team. (Docket Entry No. 40 at 21). Miller argues
that the Committee focused on the fact that the Executive Leadership Team meetings were larger
and more inclusive in finding that the change in Miller’s participation was not a diminishment of
his duties. (Id.). Under Fifth Circuit precedent, in applying the abuse of discretion standard, “the
fact that the evidence is disputable will not invalidate the decision; the evidence ‘need only assure
that the administrator’s decision fall somewhere on the continuum of reasonableness—even if on
the low end.’” Porter, 731 F.3d at 364 (quoting reference omitted).

The Committee’s

determination that Miller had not suffered a material diminishment in duties because postacquisition, he was invited to attend the larger Gulf of Mexico Executive Leadership Team staff
meetings, while he previously sat on the smaller Gulf of Mexico Management Committee and had
voting power was not unreasonable. Miller demonstrates only that reasonable minds could have
reached different conclusions on whether this constituted a material diminishment or expansion of
his duties. This disputed result is insufficient to show an abuse of discretion. See Holland, 576
F.3d at 246 (“A plan administrator abuses its discretion where the decision is not based on

22

evidence, even if disputable, that clearly supports the basis for its denial.”) (internal quotations
omitted).
Citing Hoff, Miller complains that the Committee also abused its discretion in determining
that “temporary” changes to job duties—such as the temporary reduction in Miller’s expense
authority—do not constitute “Good Reason.” (Docket Entry No. 36 at 21; Docket Entry No. 40 at
12-14). Miller argues that although the Plan explicitly carves out from coverage certain temporary
occurrences, those occurrences did not include a temporary carveout for diminishment of an
employee’s duties and responsibilities. (Docket Entry No. 40 at 13). Miller argues that the Plan’s
determination that temporary changes in job function are not “Good Reason” under the September
2019 Plan Interpretation is necessarily arbitrary and capricious.
The Hoff court characterized the September 2019 Plan Interpretation as an attempt by the
Committee to “shoehorn” the requirement that an adverse and material change in job duties be
permanent “by framing it as defining or elaborating on the meaning of ‘material’ or ‘adverse.’”
Hoff, 2025 WL 400517, at *7. Reviewing the Committee’s decision de novo, the Hoff court found
that the Committee had improperly relied on the September 2019 Plan Interpretation in
determining that Hoff had not suffered an adverse and material change in job duties because the
changes in his job function were temporary. Id.
The Lu court reached a different result. In Lu, this court found that the September 2019
Plan Interpretation was within the Committee’s discretion to interpret the Plan terms by addressing
participants’ questions about certain scenarios. See Lu, 2023 WL 5254682, at *3. The September
2019 Plan Interpretation makes clear that the Committee intended to clarify, and not to restrict,
what constitutes a “Good Reason” event. (AR 48-51). Other district courts in this circuit have
similarly permitted plan administrators’ reliance on plan interpretation documents in interpreting
23

plan terms. See, e.g., Fifth Amended & Restated Newfield Expl. Co., 2021 WL 51555699, at *6
(S.D. Tex. May 10, 2021) (affirming the plan administrator’s decision to deny benefits when the
plan administrator reviewed an “interpretation worksheet” as guidance for interpreting and
applying ambiguous provisions of the ERISA plan section used to claim benefits); Dunn v. Sw.
Airlines Co., 2023 WL 360246, at *1 (N.D. Tex. Jan. 23, 2023) (the plan administrator properly
used an “FAQ” document clarifying aspects of the ERISA plan at issue to arrive at the benefits
determinations).
The Committee’s determination that a 4.9% reduction in base salaries for legacy Anadarko
employees does not constitute “Good Reason” is also consistent with the Committee’s discretion
to interpret the Plan. The Committee determined that Plan language carved out benefits and
incentive compensation from base salary; this determination was not an abuse of discretion. (AR
46).
Miller has failed to show a factual dispute material to determining to the reasonableness of
the Committee’s decision to deny him the separation benefits he sought under Anadarko’s Change
of Control Plan following the acquisition by Occidental. The court affirms the Committee’s
decision.
IV.

Conclusion
The defendants’ motion for summary judgment, (Docket Entry No. 34), is granted. Miller’s

motion for judgment, (Docket Entry No. 36), is denied.
SIGNED on March 7, 2025, at Houston, Texas.

________________________________
Lee H. Rosenthal
Senior United States District Judge
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