DEF 14A of SM Energy Co, Apr 7, 2025

DEF 14A of SM Energy Co

Filed Apr 7, 2025 · FY20240000893538-25-000032

Open on EDGAR

  1. Executive Compensation Philosophy and Design

    Executive Compensation Philosophy and Design Our executive compensation program is designed to align executive pay with the Company's financial, operational and sustainability performance, and to incentivize the creation of positive stockholder returns throughout industry cycles. Total compensation opportunities for our NEOs are weighted heavily toward variable, performance-based awards. The primary elements of our executive compensation program include a fixed base salary targeted at the median of our comparative peer group, an annual cash incentive opportunity linked to achievement of individual and corporate performance, and a long-term equity-based compensation opportunity allocated between restricted stock units (“RSUs”), vesting ratably over a three-year period, and performance share units (“PSUs”) tied to Company performance against our peer group and other established corporate goals over a three-year period. The following table depicts the components of our 2024 compensation program:

  2. Executive Compensation Philosophy and Design

    | | Compensation Element | Duration | Description | Purpose | | FIXED | Base Salary (cash) | Short-term (annual) | Fixed compensation based on position, experience, and expertise; generally targeted at median of peer group. | Attract and retain qualified employees; provide a level of fixed pay based on skills, competencies, experience, and individual performance. | | AT-RISK | Annual Cash Bonus | Short-term (annual) | Annual cash incentive opportunity dependent upon individual and corporate performance in key financial, operational, and sustainability-based metrics. | Drive superior annual performance; incentivize achievement of financial, operational, and sustainability-based goals aligned with the Company’s annual business plan. Aligns payout with stockholder outcomes through modifiers that increase/decrease payout based on absolute total shareholder return (“TSR”) and adjusted free cash flow generation. | | | Restricted Stock Units | Long-term (3-year) | Time-based restricted equity that vests ratably over a three-year period, generally subject to continued employment. | Promotes retention and stock ownership; incentivizes long-term sustainable value creation through stock price performance. | | | Performance Share Units | Long-term (3-year) | Performance-based equity award based on three-year performance of adjusted free cash flow generation, absolute TSR, relative TSR, and sustainability performance, generally subject to continued employment. | Incentivizes long-term sustainable value creation that is aligned with our strategic plan; requires a threshold level of performance to receive any payout under all metrics. |

  3. Director Nominee Core Competencies and Composition Highlights

    Director Nominee Core Competencies and Composition Highlights

  4. Director Nominee Core Competencies and Composition Highlights

    | DIRECTOR INDEPENDENCE | DIRECTOR TENURE | DIRECTOR DIVERSITY | | Eight of nine director nominees are independent. | Our director nominees provide an effective balance of fresh perspectives and experience. | Our Board is committed to maintaining an appropriately diverse and broadly inclusive membership, with six of nine director nominees gender or ethnically diverse. |

  5. Director Nominee Core Competencies and Composition Highlights

    | * As of December 31, 2024; a full year of credit is given for the year in which the respective directors are appointed. | Including three female and three ethnically diverse nominees. |

  6. Director Nominee Core Competencies and Composition Highlights

    As discussed above, the G&S Committee utilizes the framework of our Corporate Governance Guidelines to select nominees based on their skills, achievements, and experience. The overall objective is to identify a group of directors who can best collectively contribute to our long-term success. All nominees discussed below are seasoned leaders who bring to our Board a vast array of oil and gas industry, public and private company, and other business experience, all at the senior executive officer level, and who meet the director qualification standards set forth in our Corporate Governance Guidelines. In addition, the nominees, whose experiences cover various aspects of the energy and related industries, represent diverse backgrounds, skill sets, and viewpoints, with a blend of historical and newer perspectives on our Company, and have a demonstrated ability to work collaboratively with open and candid discussion. Set forth below for each director nominee is a summary of such director’s specific qualifications, experiences, attributes, and skills. We believe that each of our director nominees possesses knowledge and experience applicable to the topics set forth above. The marks above are intended to designate areas in which each director nominee has particularly prominent qualifications, characteristics, skills, or experience that they bring to the Board, and the lack of a mark is not intended to suggest such nominee is devoid of experience in such area. The skills and experiences set forth above, combined with the biographical and other information set forth below regarding each nominee’s principal occupation, business experience and public company directorships, led the G&S Committee and our Board to conclude that these individuals should continue to serve as our directors at this time in light of our business, structure, long-term strategy, and the overall energy industry environment. There are no family relationships between any of our directors and any executive officer. The information presented below is as of March 1, 2025.

  7. Director Nominees

    Director Nominees

  8. Director Nominees

    | | Business Experience •President and Chief Executive Officer (2014 – present), ECOS Consulting LLC, an energy efficiency solutions provider •Chief Executive Officer, Center for Automotive Research (2017 – 2022), a non-profit think tank that provides leading edge research to promote the sustainability of the automotive and mobility industry •Assistant Vice President of Mobility Research and Business Development (2015 – 2017), a division of the Ohio State University, College of Engineering •Senior Vice President, R&D Americas (2011 – 2014), Nissan North America, Inc. •Held a variety of technical and managerial positions with Nissan Motor Company Limited (1988 – 2011), a global automobile manufacturer •Started her career in 1978 at General Motors Company, a global automobile manufacturer, and held positions of increasing responsibility, ultimately serving as Engineer, Vehicle Test, General Motors Truck & Bus until 1988 Key Attributes, Experience and Skills •Senior Executive Leadership Experience gained over her 35 years in the automotive industry while serving in senior roles at Nissan and leading the Center for Automotive Research and ECOS Consulting, which allows her to bring to our Board a diverse technical and executive leadership background, including a unique perspective on the future of transportation fuels •Finance, Capital Management and Accounting Expertise •Human Resources Management Experience and Expertise •Corporate Governance Experience gained from her service on other public company boards including Advance Auto Parts and EVe Mobility Acquisition Corp.; NACD Directorship Certification •Enterprise Risk Management and Hedging Experience •Cybersecurity, Data Analytics and Technology Experience; Digital Directors Network Certification in Cybersecurity Education •BS, Mechanical Engineering, Kettering University •MS, Mechanical Engineering, University of Michigan Other Public Company Boards •Advance Auto Parts (NYSE: AAP) (2020 – present), a leading automotive aftermarket parts provider •Vesuvius plc (LSE: VSVS) (2023 - present), a global leader in metal flow engineering •EVe Mobility Acquisition Corp. (NYSE: EVE) (2021 – 2024), a blank check company targeting the acquisition of a business operating in the automotive and mobility industry | | Carla J. Bailo | | | Director since 2018 | | | Member, Audit and G&S (Chair) Committees | | | Number of other public company boards: Two | | | Age: 64 | |

  9. Director Nominees

    | | Business Experience •President and Chief Executive Officer of PDC Energy, Inc. (2015 - 2023), an independent exploration and production company acquired by Chevron Corporation in 2023 •Joined PDC Energy, Inc. in 2005 as Senior Vice President - Exploration and Production and served in various roles of increasing responsibility, including President and Chief Operating Officer (2014) and Executive Vice President and Chief Operating Officer (2013) •Started his career in 1984 with Ladd Petroleum; joined Patina Oil and Gas (predecessor to Snyder Oil) as a Petroleum Engineer in 1988 and served in various roles of increasing responsibility ending his service as Vice President of Operations in 2005 Key Attributes, Experience and Skills •Senior Executive Leadership Experience, Enterprise Risk Management and Hedging Experience, Exploration and Production Industry Experience and Operations Management Expertise gained during his more than 40 years in the energy industry holding roles in various aspects of oil and gas exploration and production, including President and Chief Executive Officer of PDC Energy, where he developed strong experience in upstream operations and a deep understanding of drilling and asset management technologies •Corporate Governance Experience obtained during his service as President and CEO of PDC Energy •Finance and Capital Management Expertise Education • BS, Petroleum Engineering, Colorado School of Mines • MS, Finance, University of Colorado Other Public Company Boards • None | | Barton R. Brookman | | | Director since February 2024 | | | Member, Audit and G&S Committees | | | Number of other public company boards: None | | | Age: 62 | |

  10. Director Nominees

    | | Business Experience •Spent nearly 28 years at Phelps Dodge Corporation, a North America mining company, where he held various finance and accounting positions of increasing responsibility, including Executive Vice President and Chief Financial Officer (2004 - 2007) and Senior Vice President and Chief Financial Officer (1999 - 2004) Key Attributes, Experience and Skills •Senior Executive Leadership Experience, Enterprise Risk Management and Hedging Experience, and Finance, Capital Management and Accounting Expertise acquired while serving in senior leadership positions with responsibility for the oversight of all financial operations including during his almost decade as CFO at Phelps Dodge and his public company audit committee experience •Corporate Governance Experience obtained through his board service with Elevance Health and UNS Energy Corporation •Cybersecurity, Data Analytics and Technology Education •BS, University of Arizona Other Public Company Boards •Elevance Health Inc., fka Anthem, Inc. (NYSE: ELV) (2004 – present), a provider of health plans and other healthcare related solutions | | Ramiro G. Peru | | | Director since 2014 | | | Member, Audit (Chair) and Executive Committees | | | Number of other public company boards: One | | | Age: 69 | |

  11. Director Nominees

    | | Business Experience •Spent more than 35 years at Occidental Petroleum Corporation (NYSE: OXY), an international energy company now operating under the name Oxy, serving in various exploration and geological roles across the globe with increasing responsibility and most recently served as Executive Vice President of Worldwide Exploration of Occidental Oil and Gas Corporation and Vice President of Occidental Petroleum (2007 – 2016) Key Attributes, Experience and Skills •Exploration and Production Industry Experience, Strategic Planning and Project Management Expertise and Geology & Exploration Expertise gained during her more than 42 years in various aspects of the oil and gas exploration and production industry, which resulted in the development of strong experience in the Permian Basin and a deep understanding of geology and project management •Finance, Capital Management and Accounting Expertise •Cybersecurity, Data Analytics and Technology Education •BS, Geology, Texas A&M University Other Public Company Boards •EQT Corporation (NYSE: EQT) (2018 – 2025), a leading independent natural gas producer •California Resources Corporation (NYSE: CRC) (2017 – 2020), a leading producer of oil and natural gas focused exclusively on California | | Anita M. Powers | | | Director since 2021 | | | Member, Audit and Compensation Committees | | | Number of other public company boards: One | | | Age: 69 | |

  12. Director Nominees

    | | Business Experience •President and Chief Executive Officer (2005 – 2015), Executive Vice President and Chief Operating Officer (2004 – 2005), Tesco Corporation (NASDAQ: TESO), an oilfield services company •Held various executive roles, including Vice President Integrated Project Management and Vice President of Marketing for the Americas Schlumberger Corporation (1999 – 2004), a global technology company driving energy innovation now operating as SLB •Spent nearly 20 years in various operational and managerial roles at Unocal Corporation, an integrated E&P company Key Attributes, Experience and Skills •Senior Executive Leadership Experience, Enterprise Risk Management and Hedging Experience, Exploration and Production Industry Experience and Operations Management Expertise gained during his more than 41 years holding roles in various aspects of the oil and gas exploration and production industry, including President and Chief Executive Officer and Executive Vice President and Chief Operating Officer of Tesco Corporation and Vice President of Integrated Project Management of Schlumberger, where he developed strong experience in upstream operations and a deep understanding of drilling and asset management technologies •Executive Compensation and Human Resources Management Expertise and Experience acquired during his participation in compensation, benefits and related decisions in senior executive, public company roles •Corporate Governance Experience obtained during his service on other public company boards •Cybersecurity, Data Analytics and Technology Education •BS, Mechanical Engineering, The University of Southern California Other Public Company Boards •Newmont Mining Company (NYSE: NEM) (2015 – present), the world’s leading gold company and a producer of copper, silver, zinc and lead •California Resources Corporation (NYSE: CRC) (2020 – 2024), a leading producer of oil and natural gas focused exclusively on California •Basic Energy Services (NYSE: BAS) (2016 – 2021), provider of well site services to oil and gas companies | | Julio M. Quintana | | | Director since 2006 | | | Chairman of the Board; Member, Executive Committee | | | Number of other public company boards: One | | | Age: 65 | |

  13. Director Nominees

    | | Business Experience •Senior Vice President and Chief Financial Officer (2012 – 2014), DCP Midstream GP LLC, the general partner of DCP Midstream, LP (formerly DCP Midstream Partners, LP), a Fortune 500 midstream natural gas company •Group Vice President and Chief Financial Officer (2002 – 2012), Vice President and Treasurer (2000 – 2002), DCP Midstream LLC •Vice President & Treasurer (1996 – 2000), Kinder Morgan, Inc. (formerly KN Energy, Inc.), one of the largest energy infrastructure companies in North America Key Attributes, Experience and Skills •Exploration and Production Industry Experience gained during her more than 35 years in various aspects of the oil and gas industry, including exploration and production, midstream, refining, and marketing •Senior Executive Leadership Experience, Enterprise Risk Management and Hedging Experience, and Finance, Capital Management and Accounting Expertise acquired while serving in senior leadership positions with responsibility for the oversight of all financial operations including her more than a decade as CFO at DCP Midstream •Corporate Governance Experience obtained through her service on other public company boards •Cybersecurity, Data Analytics and Technology Education •BS, Accounting, Northwest Missouri State University Other Public Company Boards •NPK International Inc. (NYSE: NPKI; formerly Newpark Resources, Inc.) (2018 – present), a leading provider of site access solutions for critical infrastructure markets •The Williams Companies, Inc. (NYSE: WMB) (2020 – present), an owner and operator of energy infrastructure delivering natural gas •Antero Midstream Corporation (NYSE: AM) (2019 – 2022), an Appalachian Basin midstream company | | Rose M. Robeson | | | Director since 2014 | | | Member, Compensation (Chair) and G&S Committees | | | Number of other public company boards: Two | | | Age: 64 | |

  14. Director Nominees

    | | Business Experience •Spent more than 20 years holding positions of increasing responsibility including Executive Vice President, Exploration and Production (2001 – 2003), Vice President, Operations—International, Gulf of Mexico, and Alaska (2001), Vice President—International Operations (1998 – 2000), Vice President—Algeria (1995 – 1998), Vice President—U.S. Onshore Operations (1993 – 1995) at Anadarko Petroleum Corporation, a large independent oil and natural gas exploration and production company Key Attributes, Experience and Skills •Exploration and Production Industry Experience, Enterprise Risk Management and Hedging Experience, and Geology & Exploration Expertise gained over his 42 years of strong and broad experience in the oil and gas industry, with particular expertise in the exploration and production sector of the industry, where he served as a senior executive, which enables him to contribute significant independent insights on our business and operations, and the economic environment and long-term strategic issues that we face •Corporate Governance Experience obtained while serving on the boards of other companies Education •BS, Mechanical Engineering, Texas A&M University Other Public Company Boards •Tetra Technologies, Inc. (NYSE: TTI) (2007 – 2022) Chairman (2015 – 2022), a solutions provider to the upstream energy industry for completion fluids and water management. •CSI Compressco Partners GP, Inc., the general partner of CSI Compressco, L.P. (NASDAQ: CCLP) (2011 - 2021), a publicly traded limited partnership providing wellhead compression-based production enhancement services. CSI Compressco GP, Inc. was a minority-owned subsidiary of Tetra Technologies, Inc. until January 2021. | | William D. Sullivan | | | Director since 2004 | | | Member, Compensation and G&S Committee | | | Number of other public company boards: None | | | Age: 68 | |

  15. Director Nominees

    | | Business Experience •President and Chief Executive Officer of Resermine, Inc., a leader in subsurface artificial intelligence and machine learning solutions with a focus on enhancing oil recovery, which he founded in 2017. •Associate Professor of Petroleum and Geological Engineering at the University of Oklahoma from January 2019 to December 2020 •From 2015 to 2017, held academic appointments as a Postdoctoral Fellow in The Institute of Computational & Engineering Sciences at The University of Texas at Austin, and as a Postdoctoral Research Associate at Princeton University •From 2004 to 2015, held various positions of increasing responsibility at Shell International Exploration and Production Inc., including Senior Reservoir Engineer; Research Reservoir Engineer; Concept Engineer; and Operations Engineer, Panna-Mukta Field Key Attributes, Experience and Skills •Senior Executive Leadership Experience and Operations Management Expertise acquired while serving as CEO of Resermine, Inc. •Geology & Exploration Experience gained during his 20+ years in the oil and gas industry, with specific expertise in subsurface recovery solutions •Cybersecurity, Data Analytics and Technology Expertise focused on innovative solutions applicable to the upstream oil and gas industry Education • BS and MS, Technology and Chemical Engineering, Indian Institute of Technology, Bombay, India • Ph.D, Engineering, The University of Texas at Austin Other Public Company Boards • None | | Ashwin Venkatraman | | | Director since November 2024 | | | Member, Audit Committee | | | Number of other public company boards: None | | | Age: 44 | |

  16. Director Nominees

    | | Business Experience •Chief Executive Officer (November 2020 – present), President (July 2020 – present), Chief Operating Officer (2019 – November 2020), Executive Vice President (2019 – July 2020), Executive Vice President—Operations (2014 – 2019), Senior Vice President—Portfolio Development and Technical Services (2012 – 2014), SM Energy •Worked for 28 years at BP and ARCO, integrated energy businesses, where he held positions including most recently as President of BP Energy Co. and Regional Business Unit Leader of North American Gas & Power (2010 – 2012), COO-NGL, Power & Financial Products (2009 – 2010), Managing Director Gas Europe & Africa, and Sr. VP of the Tangguh LNG Project. Started his career as a reservoir engineer with ARCO Alaska, Inc., and progressed through a series of positions of increasing responsibility in engineering, operations management, new ventures development, and business unit management at ARCO and then BP, when it acquired ARCO in 2000. Key Attributes, Experience and Skills •Senior Executive Leadership Experience, Operations Management Expertise and Enterprise Risk Management and Hedging Experience acquired while serving as CEO and COO at the Company and in senior leadership roles at BP including LNG and gas marketing and trading in London, Madrid, and Houston, and E&P in Indonesia and at ARCO in Indonesia, the Permian Basin and Alaska; all of which are critical to our success as we execute our business plan following our strategic transformation to a Company operating top tier assets •Exploration and Production Industry Experience and Geology & Exploration Expertise gained during his more than 39 years in the oil and gas industry •Cybersecurity, Data Analytics and Technology gained during his more than 40 years in the oil and gas industry Education •BS, Mechanical Engineering, University of Colorado Boulder •MSE, Mechanical Engineering, The University of Texas at Austin Other Public Company Boards •None | | Herbert S. Vogel | | | Director since 2020 | | | Member, Executive Committee | | | Number of other public company boards: None | | | Age: 64 | |

  17. Director Nominees

    | INFORMATION ABOUT OUR EXECUTIVE OFFICERS |

  18. Director Nominees

    The following table sets forth the names, ages (as of March 24, 2025) and positions of SM Energy’s executive officers:

  19. Director Nominees

    | Name | Age | Position | | Herbert S. Vogel | 64 | President, Chief Executive Officer and Director | | A. Wade Pursell | 60 | Executive Vice President and Chief Financial Officer | | Elizabeth A. McDonald | 46 | Executive Vice President and Chief Operating Officer | | James B. Lebeck | 44 | Executive Vice President - Corporate Development and General Counsel | | Richard A. Jenkins | 40 | Senior Vice President - Utah | | Kenneth J. Knott | 60 | Senior Vice President - Business Development and Land | | Mary Ellen Lutey | 53 | Senior Vice President - Texas | | Patrick A. Lytle | 44 | Senior Vice President of Finance | | Alan D. Bennett | 42 | Vice President - Controller |

  20. Director Nominees

    Herbert S. Vogel. Mr. Vogel was appointed President and Chief Executive Officer of the Company, and to the Board of Directors, in November 2020, having previously served as the President and Chief Operating Officer since July 2020, as Executive Vice President and Chief Operating Officer since May 2019, and Executive Vice President—Operations of the Company since August 2014. Mr. Vogel joined the Company in March 2012 as Senior Vice President—Portfolio Development and Technical Services, and has over 40 years of experience in the oil and gas industry. Mr. Vogel joined the Company after his retirement from BP, where he most recently served as the President of BP Energy Co. and Regional Business Unit Leader of North American Gas & Power. His previous roles included COO-NGL, Power & Financial Products in Houston, Managing Director Gas Europe & Africa in London, and Sr. VP of the Tangguh LNG Project in Indonesia. Mr. Vogel started his career as a reservoir engineer with ARCO Alaska, Inc., and progressed through a series of positions of increasing responsibility in engineering, operations management, new ventures development, and business unit management at ARCO and BP. A. Wade Pursell. Mr. Pursell joined the Company in September 2008 as Executive Vice President and Chief Financial Officer. Mr. Pursell was Executive Vice President and Chief Financial Officer for Helix Energy Solutions Group, Inc., a global provider of life-of-field services and development solutions to offshore energy producers and an oil and gas producer, from February 2007 to September 2008. From October 2000 to February 2007, he was Senior Vice President and Chief Financial Officer of Helix. He joined Helix in May 1997, as Vice President—Finance and Chief Accounting Officer. From 1988 through May 1997, Mr. Pursell was with Arthur Andersen LLP, serving lastly as an Experienced Manager specializing in the offshore services industry. Mr. Pursell has over 37 years of experience in the energy industry. Elizabeth A. McDonald. Ms. McDonald joined SM Energy as Executive Vice President and Chief Operating Officer in September 2024. Prior to joining SM Energy, Ms. McDonald most recently served as Executive Vice President – Strategic Planning, Field Development and Marketing for Pioneer Natural Resources Company. For approximately the last twenty years, Ms. McDonald worked in roles of increasing responsibility at Pioneer, holding leadership positions focusing on both the Permian Basin and South Texas. Prior to joining Pioneer, Beth held various engineering roles at Hess Corporation and Total E&P USA. Ms. McDonald has over 23 years of experience in the oil and gas industry. Ms. McDonald currently serves as an Industry Board Member for the Harold Vance Department of Petroleum Engineering at Texas A&M University and is a member of Advancing Women Executives in Energy. James B. Lebeck. Mr. Lebeck was appointed Executive Vice President - Corporate Development and General Counsel of the Company in September 2024, having previously served as Executive Vice President and General Counsel since February 2024. Mr. Lebeck rejoined the Company as Senior Vice President and General Counsel in January 2023. Mr. Lebeck has more than 17 years of experience in the energy industry. Prior to rejoining the Company, Mr. Lebeck was Vice President and Chief Legal Officer of Encino Energy from 2018 to 2023. From 2011 until 2018, Mr. Lebeck served in roles of increasing responsibility at the Company, ultimately serving as Deputy General Counsel. Prior to 2011, he practiced law at Davis Graham & Stubbs LLP in Denver and Vinson & Elkins LLP in Houston and clerked for the U.S. Court of Appeals for the Tenth Circuit in Denver. Richard A. Jenkins. Mr. Jenkins was appointed Senior Vice President - Utah of the Company in March 2025, having previously served as Vice President - Utah since September 2024 and Vice President - Operations since January 2023. Mr. Jenkins joined the Company as a Senior Reservoir Engineer in January 2010. Prior to joining the Company, Mr. Jenkins was with Chevron Corporation serving in several roles including production engineering, completion engineering and reservoir engineering in conventional and unconventional fields across the Permian Basin. Mr. Jenkins has more than 18 years of experience in the energy industry. Kenneth J. Knott. Mr. Knott was appointed Senior Vice President - Business Development and Land of the Company in August 2014, having previously served as Vice President Land and Assistant Secretary since October 2012, and Vice President of Business Development & Land and Assistant Secretary since August 2008. Mr. Knott joined the Company in November 2000 as Senior Landman for the Gulf Coast region in Lafayette, Louisiana, and later assumed the position of Gulf Coast Regional Land Manager when the office was moved to Houston in March 2004. Mr. Knott has more than 36 years of business development and land experience in the energy industry. Mary Ellen Lutey. Ms. Lutey was appointed Senior Vice President - Texas of the Company in September 2024, having previously served as the Senior Vice President - Exploration, Development and EHS since November 2020. Ms. Lutey has held various positions of increasing responsibility since first joining the Company in 2008, including Senior Vice President—Development and EHS beginning December 2019; Senior Vice President and Regional Manager for the South Texas and Gulf Coast region beginning May 2015; and Vice President and Regional Manager for the Company’s Mid-Continent region beginning December 2012. Ms. Lutey joined the Company in June 2008 as North Rockies Asset Manager. Before joining the Company, Ms. Lutey worked for Chesapeake Energy, ConocoPhillips and its predecessor companies, and Burlington Resources. Ms. Lutey currently serves on the Board of Directors of NuVista Energy Ltd. (TSX: NVA), a Canadian exploration and production company focusing on operations in the Western Canadian Sedimentary Basin. Ms. Lutey has over 32 years of technical, operating and leadership experience in the energy industry. Patrick A. Lytle. Mr. Lytle was appointed Senior Vice President of Finance of the Company in March 2025, having previously served as Vice President - Chief Accounting Officer and Controller since April 2021 and Controller and Principal Accounting Officer since November 2018. Mr. Lytle has held roles of increasing responsibility since first joining the Company in 2007, including Senior Director of Financial Planning and Analysis, Director of Financial Planning and Financial Reporting, and Assistant Secretary. Prior to joining the Company, Mr. Lytle was an Audit Manager with Hiratsuka & Schmitt, LLP. Mr. Lytle is a certified public accountant in the State of Colorado. Mr. Lytle has more than 20 years of accounting and finance experience. Alan D. Bennett. Mr. Bennett was appointed Vice President - Controller of the Company in March 2025, having previously served as Senior Director of Financial Planning and Analysis since 2023, Director of Financial Planning and Analysis since 2019, and Director of Operations Accounting since 2018. Mr. Bennett joined the Company in 2011 as a Senior Accountant. Prior to joining the Company, Mr. Bennett was a Senior Associate at Ernst & Young and has more than 18 years of accounting and finance experience. No familial relationships exist between any executive officer and any director, any other executive officer, or any person nominated to become such, except that Ms. Lutey’s husband is the Company’s Senior Vice President - Chief Information Officer. Further details regarding the compensation paid to Ms. Lutey’s husband are described under “Certain Relationships and Related Transactions.” No executive officer has been involved in any legal proceeding that occurred within the last ten years and that is material to an evaluation of their ability or integrity as an executive officer.

  21. Director Nominees

    | COMPENSATION DISCUSSION AND ANALYSIS |

  22. Director Nominees

    This compensation discussion and analysis (“CD&A”) describes the key objectives, elements and rationale for each component of the executive compensation program for our Chief Executive Officer, our Chief Financial Officer and each of our three other most highly compensated executive officers employed at the end of the 2024 fiscal year, whom we collectively refer to in this CD&A as our “NEOs” or “Named Executive Officers.”

  23. Director Nominees

    | 2024 Named Executive Officers | | | Herbert S. Vogel | President, Chief Executive Officer and Director | | A. Wade Pursell | Executive Vice President and Chief Financial Officer | | Elizabeth A. McDonald | Executive Vice President and Chief Operating Officer | | James B. Lebeck | Executive Vice President - Corporate Development and General Counsel | | Kenneth J. Knott | Senior Vice President - Business Development and Land |

  24. Director Nominees

    This CD&A is divided into the following sections:

  25. Director Nominees

    | Section 1 | — | Preliminary Note About This Year’s Summary Compensation Table | | Section 2 | — | Aligning Strategy with Stockholder Value Creation: Our Compensation Philosophy and Objectives | | Section 3 | — | 2024 Business Highlights and Continuation of our Capital Return Program | | Section 4 | — | Competitive Positioning: Selection and Purpose of Our Comparative Peer Group | | Section 5 | — | Primary Elements of 2024 Compensation and Executive Compensation Results | | Section 6 | — | Compensation Determination Process | | Section 7 | — | Other Compensation Matters |

  26. SECTION 1—Preliminary Note About This Year’s Summary Compensation Table

    SECTION 1—Preliminary Note About This Year’s Summary Compensation Table •Changes to our LTIP Design in 2020 and 2021. During 2020 and 2021, in response to the global COVID-19 pandemic (the “Pandemic”) and its impact on our Company, our industry, and the broader macroeconomic environment, the Compensation Committee modified the design of our Long-Term Incentive Plan (“LTIP”) by suspending the issuance of PSUs and replacing them with performance-based cash awards. ◦The Compensation Committee made this change in order to avoid the potential for significant dilution at a time when stock prices, particularly in our industry, were severely depressed. Our Compensation Committee believed that our stock price would rebound as global health systems adjusted to the challenges presented by the Pandemic and markets stabilized—which turned out to be the case. ◦By replacing PSUs with performance-based cash awards, the Compensation Committee acted in the best interests of our stockholders to avoid the significant dilution, transfer of value, and depletion of our existing equity pool that would have occurred if PSUs had been awarded at that time. Additionally, the Compensation Committee granted 2020 LTIP awards at 50 percent of target value, and delayed the grant awards until December of 2020 when our stock price had begun to rebound. •The Impact of Such Changes on This Year’s Summary Compensation Table. Although the grant of performance-based cash awards was disclosed in detail in our 2021 and 2022 Proxy Statements (including in the “Grant of Plan-Based Awards” table), such awards were not presented in the corresponding Summary Compensation Table. ◦This is because, pursuant to Item 402(c)(2)(vii) of Regulation S-K, non-equity incentive awards are to be presented in the Summary Compensation Table for the year in which the underlying performance metrics are satisfied and earned, which occurred in 2023 and 2024, rather than the year in which the award was first made. Accordingly, the Summary Compensation Table set forth in this Proxy Statement shows, in accordance with SEC rules, both the grant date fair value of our NEO’s 2023 and 2024 LTIP awards (inclusive of RSUs and PSUs, which we discuss in more detail below), as well as the settlement of the 2020 and 2021 performance-based cash awards that were granted in lieu of PSUs in 2020 and 2021. ◦While at first glance the Summary Compensation Table may appear to reflect a large increase in 2023 and 2024 total compensation (as compared to 2022) for our NEOs who received performance-based cash awards in 2020 and 2021, this is not the case. Rather, it more accurately reflects (i) the value of the earned 2020 and 2021 performance-based cash awards that were not, pursuant to SEC rules, disclosed in the Summary Compensation Table in the 2021 or 2022 Proxy Statement; and (ii) the value of the 2023 and 2024 LTIP awards (inclusive of PSUs), for which the grant date value is also disclosed, as required by SEC rules. We believe it is important to clarify this potential for misconception and welcome any questions our stockholders may have about the 2024 Summary Compensation Table or the Proxy Statement more generally.

  27. SECTION 2—Aligning Strategy with Stockholder Value Creation: Our Compensation Philosophy and Objectives

    | WHAT WE DO: | | | | | • | Pay-for-Performance: A significant majority of our executive pay is variable and linked to meeting our short-term and long-term financial, operational, and sustainability-based goals, aligning incentives with long-term stockholder value creation. | • | Caps on Incentive Awards: Performance-based equity awards are capped at target payout if absolute TSR is negative for the performance period. The annual cash bonus for executives with the title of Senior Vice President and above is subject to a downward adjustment if absolute TSR is negative by 10 percent or more. | | • | Performance-Weighted Compensation: A significant portion of executive compensation is in the form of performance-based awards, with 60 percent of our CEO’s 2024 target LTIP value delivered in performance-based awards and 88% of our CEO’s total target direct compensation variable and tied to performance. | • | Clawback Policy: We maintain a clawback policy applicable to our executive officers that requires the repayment of certain incentive-based compensation following an accounting restatement resulting from material noncompliance with financial reporting requirements, and that otherwise conforms to SEC rules and NYSE listing standards. | | • | Proper Incentives: Our short-term incentive plan (“STIP”) includes mechanisms to modify payout based on TSR and adjusted free cash flow performance to align incentives with our stockholders’ priorities. | • | Equity Ownership Requirements: We require executive officers and directors to maintain meaningful ownership of our stock to ensure their interests are appropriately aligned with the long-term financial interests of our stockholders. | | • | Compensation Risk Assessment: The Compensation Committee annually reviews an analysis of our incentive compensation plans prepared by its independent compensation consultant to ensure our plans are designed appropriately and do not encourage excessive risk taking, while considering market changes and peer group comparisons. | • | Sustainability-Based Incentives: Quantitative and qualitative sustainability metrics, including measures related to safety performance and training, spill performance, and greenhouse gas emissions (gross and methane intensity) comprise substantial weightings in our incentive plans. | | • | Target the Median: We generally target pay opportunities for our executives at the market median. | • | Independent Compensation Consultant: The Compensation Committee retains an independent compensation consultant. |

  28. SECTION 2—Aligning Strategy with Stockholder Value Creation: Our Compensation Philosophy and Objectives

    | WHAT WE DO NOT DO: | | | | | • | No Excise Tax Gross-ups: We do not provide golden parachute excise tax payments or gross-ups. | • | Prohibited Transactions: We do not permit officers, employees, or directors to enter into transactions that hedge the value of our securities owned by them, hold our securities in margin accounts, pledge our securities to secure indebtedness, or buy or sell options or derivatives with respect to our securities. | | • | Limited Severance: We typically do not provide severance benefits in the event of termination without cause, unless it is related to a change of control. | | | | • | No Single-Trigger Change of Control Severance: We do not provide “single-trigger” cash severance or equity vesting acceleration upon a change of control. | • | No Excess Perquisites: Executive perquisites are minimal and comprise a very small portion of the executive compensation package. | | • | No Dividends on Unvested Equity: We do not pay dividends or dividend equivalents on unvested equity awards. | • | No Unlimited Cash Bonuses: Annual cash incentive awards are capped regardless of performance against our short-term metrics. | | • | No Guaranteed Base Salary Increases: Base salary levels are reviewed annually and periodically adjusted based on market conditions, competitiveness, and internal considerations. | • | No Employment Contracts: The employment of our executives is “at will,” and there are no written employment agreements with any executive officers. |

  29. SECTION 4—Competitive Positioning: Selection and Purpose of Our Comparative Peer Group

    SECTION 4—Competitive Positioning: Selection and Purpose of Our Comparative Peer Group Comparative Peer Group The establishment of an appropriate peer group is crucial to the design of our executive compensation program. This ensures that the total compensation opportunities provided to our executive officers are competitive in our market, considering factors such as business competition, investment dollars, and executive talent. The Compensation Committee selected our peer companies based on (i) industry, including companies in the exploration and production sector of the energy industry; (ii) organization size, with financial characteristics such as revenue, market capitalization, and enterprise value similar to those of the Company; and (iii) market competition, comprising companies that compete with us for executive talent and investors. The Compensation Committee, aided by analysis from the Compensation Committee’s independent compensation consultant, Frederic W. Cook & Co., Inc. (“FW Cook”), assesses the composition of the peer group annually to ensure it continues to remain appropriate, reflecting changes in business profile and relative size. In April 2024, the Compensation Committee approved the peer group used for 2024 compensation comparisons (except that base salaries for our NEOs were set in early 2024 and assessed against the 2023 peer group), which included the following companies:

  30. SECTION 4—Competitive Positioning: Selection and Purpose of Our Comparative Peer Group

    | 2024 Peer Group | | | | Antero Resources | Gulfport Energy Corporation | Northern Oil & Gas | | California Resources Corporation | Kosmos Energy Ltd. | Ovintiv Inc. | | Chord Energy | Magnolia Oil & Gas Corporation | Permian Resources | | Civitas Resources | Marathon Oil Corporation | Range Resources Corporation | | CNX Resources Corporation | Matador Resources Company | Talos Energy Inc. | | Comstock Resources | Murphy Oil Corporation | Vital Energy |

  31. SECTION 4—Competitive Positioning: Selection and Purpose of Our Comparative Peer Group

    The following chart depicts the changes to our 2024 peer group as compared to our 2023 peer group:

  32. SECTION 4—Competitive Positioning: Selection and Purpose of Our Comparative Peer Group

    | 2023 Peers Removed from 2024 Peer Group | New 2024 Peers | | Chesapeake Energy Corporation | California Resources Corporation | | Callon Petroleum Company | Gulfport Energy Corporation | | Denbury Inc. | Kosmos Energy Ltd. | | PDC Energy Inc. | Marathon Oil Corporation | | Southwestern Energy Company | Murphy Oil Corporation | | | Ovintiv Inc. | | | Talos Energy Inc. |

  33. SECTION 4—Competitive Positioning: Selection and Purpose of Our Comparative Peer Group

    Companies in the 2023 peer group that were not included in the 2024 peer group were removed because of acquisitions by substantially larger companies that do not meet the qualifications assessed by the Compensation Committee (or in the case of Chesapeake Energy Corporation and Southwestern Energy Company, the combination of such companies). Companies added to the 2024 peer group were included because they meet the qualifications assessed by the Compensation Committee, and because the Compensation Committee believes that a larger sample size of peer companies improves the statistical validity of compensation comparisons and provides a more representative sample of market practices, which reduces the potential for outliers to unduly influence benchmarking outcomes and enables the Compensation Committee to discern trends and make informed adjustments to align executive pay with industry standards. Marathon Oil Corporation was added to the 2024 peer group for the reasons given in the prior sentence; however, following its acquisition by ConocoPhillips, it has been removed from the Company’s 2024 peer group.

  34. SECTION 5—Primary Elements of 2024 Compensation and Executive Compensation Results

    | | Compensation Element | Duration | Description | Purpose | | FIXED | Base Salary (cash) | Short-term (annual) | Fixed compensation based on position, experience, and expertise; generally targeted at median of peer group. | Attract and retain qualified employees; provide a level of fixed pay based on skills, competencies, experience, and individual performance. | | AT-RISK | Annual Cash Bonus | Short-term (annual) | Annual cash incentive opportunity dependent upon individual and corporate performance in key financial, operational, and sustainability-based metrics. | Drive superior annual performance; incentivize achievement of financial, operational, and sustainability-based goals aligned with the Company’s annual business plan. Aligns payout with stockholder outcomes through modifiers that increase/decrease payout based on absolute TSR and adjusted free cash flow generation. | | | Restricted Stock Units | Long-term (3-year) | Time-based restricted equity that vests ratably over a three-year period, generally subject to continued employment. | Promotes retention and stock ownership; incentivizes long-term sustainable value creation through stock price performance. | | | Performance Share Units | Long-term (3-year) | Performance-based equity award based on three-year performance of adjusted free cash flow generation, absolute TSR, relative TSR, and sustainability performance; generally subject to continued employment. | Incentivizes long-term sustainable value creation that is aligned with our strategic plan; requires a threshold level of performance to receive any payout under all metrics. |

  35. 2024 Incentive Plan Results

    2024 Incentive Plan Results The graphic below illustrates the relationship between our STIP and LTIP performance metrics and our incentive plan results.

  36. 2024 Incentive Plan Results

    | HOW WE MEASURE PERFORMANCE | 2024 PERFORMANCE RESULTS | | PAYOUT RESULTS | | 2024 STIP METRICS(1) | 2024 STIP PERFORMANCE | | 2024 STIP PAYOUT RESULTS | | QUANTITATIVE METRICS | METRIC WEIGHTING | RESULTS(2) | | | Cash Flow | 25% | 8% above target | STIP MULTIPLIER | | | | 1.40 multiplier(3) | | | Proved Developed Reserve Additions | 20% | 5% above target | 1.31x | | | | 1.28 multiplier(3) | | | Finding & Development Costs | 15% | 8% above target | 2024 LTIP PAYOUT RESULTS | | | | 1.32 multiplier | CASH PERFORMANCE AWARD MULTIPLIER | | Sustainability | 15% | 10% below target | | | | | 0.67 multiplier | 1.69x | | Production Volume | 15% | 3% above target | ▪Free Cash Flow Generation: Performance ($1.99 billion) exceeded the maximum performance level ($1.70 billion), resulting in a capped 2.0 multiplier. ▪Net Debt-to-Adjusted EBITDAX: Performance (0.60x) exceeded the maximum performance level (1.00x), resulting in a capped 2.0 multiplier. ▪Sustainability Metrics: Performance for 2 of 3 sustainability metrics fell short of target and performance for 1 sustainability metric exceeded target resulting in a 0.76 multiplier. ▪Absolute TSR: Performance (28% annualized TSR) exceeded the maximum performance level (20% annualized TSR) resulting in a capped 2.0 multiplier. | | | | 1.16 multiplier(3) | | | Cash Operating Costs | 10% | 9% above target | | | | | 1.36 multiplier | | | QUALITATIVE METRIC | QUANTITATIVE MULTIPLIER | 1.21x multiplier | | | Exploration Success & Inventory Additions | Modifier (up to +/- 0.10) | 0.10 adjustment | | | | Initial STIP Multiplier Absolute TSR Modifier Final Multiplier | 1.31x No Impact(4) 1.31x | | | 2021-2024 LTIP METRICS(1) | 2021-2024 LTIP PSU PERFORMANCE | | AVG. LTIP PAYOUTS OVER TIME | | | METRIC WEIGHTING | RESULTS | 5yr. Trailing Average: 1.48x 10yr. Trailing Average: 0.86x (Target = 1.00x) | | Free Cash Flow Generation | 25% | 2.0 multiplier | | | Net Debt-to-Adjusted EBITDAX | 25% | 2.0 multiplier | | | Sustainability Metrics | 25% | 0.76 multiplier | | | Absolute TSR | 25% | 2.0 multiplier | | | | Final LTIP Multiplier | 1.69x | | | (1) The definitions and methods of calculating results for each of our STIP and LTIP performance metrics are given in greater detail below. (2) Expressed as a percentage of performance compared to our 2024 targets; 2024 targets were not modified and results exclude impacts of the Uinta Basin Acquisition. (3) Performance measured on an adjusted free cash flow basis; the multiplier is given after application of the adjusted free cash flow modifier. (4) Absolute TSR was +2%; because threshold (+10%) was not reached, the Absolute TSR modifier had no impact. | | | |

  37. Short-Term Incentive Plan

    Short-Term Incentive Plan Short-Term Incentive Plan—Objectives Our STIP is designed to incentivize the successful execution of our annual business plan, measured by achievement of the Company’s annual performance goals. These performance objectives are established in the first quarter of each year by the Compensation Committee in consultation with management and FW Cook. At the discretion of the Compensation Committee, these goals may be adjusted from time-to-time during the year due to significant changes in our business. The Compensation Committee did not modify our STIP performance goals or target performance levels during 2024, and accordingly, excluded the impacts of the Uinta Basin Acquisition in determining our quantitative performance results. The Compensation Committee determined not to make such modifications because the transaction closed in the fourth quarter of the year and the seller continued to operate the acquired assets under a transition services arrangement through the end of the year. STIP awards are paid in cash under the SM Energy Company Section 162(m) Cash Bonus Plan, effective as of May 21, 2014 (the “Cash Bonus Plan”). The Compensation Committee determines amounts earned under the STIP not only by the extent to which management achieved the designated performance goals, but also by evaluating how management achieved those goals, as well as overall market and industry conditions. The Compensation Committee’s exercise of judgment and discretion protects the STIP from having an illogical outcome if circumstances change during the year such that the formulaic goals do not reflect reasonable outcomes. For the 2024 plan year, the Compensation Committee made no changes to the prior year’s STIP design, determining that it appropriately incentivized stockholder value creation in the current environment. The 2024 STIP metrics, including weighting and target and actual performance, are reflected in the table below under the heading titled “Short-Term Incentive Plan - 2024 Performance.” Consistent with prior years, the Compensation Committee believes that generation of free cash flow is an important component of our business strategy and absolute TSR reflects the experience of our stockholders. Accordingly, the Compensation Committee continued to incorporate these metrics into the 2024 STIP design through two mechanisms: •Adjusted Free Cash Flow: The cash flow, production volume and proved developed reserve addition metrics are calculated on an adjusted free cash flow basis. Any adjustment to these metrics on the basis of the Company’s generation of adjusted free cash flow is limited to a range of 80 percent to 120 percent of the unadjusted result. •Absolute TSR Modifier: The STIP multiplier is subject to a modifier that increases payout for all employees, or decreases payout for our NEOs, if absolute TSR for the year increases or decreases by an amount between 10 and 30 percent in either direction. Specifically, if absolute TSR increases by an amount between 10 percent and 30 percent, then payout for all employees may be increased by up to 1.2 times (subject to an overall payout cap of 2.0 times), and if absolute TSR for the year decreases between negative 10 percent and negative 30 percent, then payout for our NEOs may be reduced down to 0.8 times. The modifier is determined by interpolating the change in TSR within the stated range, capping the upside adjustment at 1.2 times and limiting downside adjustment for our NEOs to 0.8 times. Each NEO is assigned a target bonus as a percentage of his or her base salary, based on the pay level that the Compensation Committee deems to be competitive and appropriate assuming all of our performance goals are achieved at the “target” level. Actual bonuses can range from zero to two times a participant’s target percentage, regardless of the level of outperformance that may be achieved in any given year. Actual awards are based on the Compensation Committee’s assessment of the Company’s performance and the individual performance of each of our NEOs. Target bonuses as of December 31, 2024, as a percentage of base salary for each of the NEOs, were as set forth in the following table.

  38. Short-Term Incentive Plan

    | Name | 2024 Target STIP Level, % of Base Salary | | Vogel | 120% | | Pursell | 100% | | McDonald | 100% | | Lebeck | 80% | | Knott | 75% |

  39. Short-Term Incentive Plan

    Short-Term Incentive Plan— 2024 Performance In determining 2024 annual cash bonus awards for our NEOs, the Compensation Committee assessed Company performance with respect to the six quantitative metrics and one qualitative metric described below. The Compensation Committee’s evaluation of our performance under the quantitative metrics is set forth below, and resulted in an initial multiplier of 1.21 times each NEO’s target bonus level:

  40. Short-Term Incentive Plan

    | Quantitative Goals | | | | | | | | Performance Measure | Factor Weight | Threshold | Target(2) | Max | Actual Result | Weighted STIP Multiplier | | Cash Flow ($ in millions)(1) | 0.25 | 1,453.00 | 1,720.00 | 2,141.00 | 1,858.00 | 0.35 | | Proved Developed Reserve Additions (MMBOE)(1) | 0.20 | 75.50 | 89.40 | 111.30 | 94.00 | 0.26 | | Finding and Development Costs ($ per BOE) | 0.15 | 15.44 | 13.38 | 10.09 | 12.35 | 0.20 | | Sustainability | 0.15 | 0.85 | 1.00 | 1.25 | 0.90 | 0.10 | | Production Volume (MMBOE)(1) | 0.15 | 48.50 | 57.40 | 71.50 | 59.10 | 0.17 | | Cash Operating Costs ($ per BOE) | 0.10 | 14.49 | 12.56 | 9.47 | 11.48 | 0.14 | | Preliminary Result | | | | | | 1.21 | | (1) Performance measured on an adjusted free cash flow basis; the multiplier is given after application of the adjusted free cash flow modifier. | | | | | | | | (2) Performance targets were not modified during 2024. Therefore, performance results exclude the impacts of the Uinta Basin Acquisition, which was closed during the fourth quarter of 2024 and operated by the seller of the assets through the end of the year. | | | | | | |

  41. Short-Term Incentive Plan

    Target performance for each 2024 STIP performance metric was set at a more challenging level as compared to target performance for the corresponding metric under the 2023 STIP design, reflecting the rigorous nature of the program. Target performance with regard to three metrics (Proved Developed Reserve Additions, Finding and Development Costs and Cash Operating Costs) were set at levels below 2023 actual performance. The reason for this is generally due to updated assumptions incorporated into our business plan and public guidance. More specifically, for Proved Developed Reserve Additions and Finding and Development Costs, our 2024 target was set below 2023 performance primarily due to the timing of when we expected to complete certain wells (which impacts the timing of incurring capital expenditures and booking reserves). For Cash Operating Costs, our 2024 target is set below 2023 actual performance as a result of higher expected lease operating expenses in our Permian region. Our method of calculating our results, and the reasons that we believe such performance metrics incentivize superior business performance and stockholder value creation, are as follows:

  42. Short-Term Incentive Plan

    | Performance Measure | Description | | Cash Flow | Our cash flow target is calculated based on Adjusted EBITDAX, which represents net income (loss) before interest expense, interest income, income taxes, depletion, depreciation, amortization and asset retirement obligation liability accretion expense, exploration expense, property abandonment and impairment expense, non-cash stock-based compensation expense, derivative gains and losses net of settlements, gains and losses on divestitures, gains and losses on extinguishment of debt, and certain other items. This measure is important because our cash flow is the primary source of funding for our ongoing capital program, working capital needs and our Capital Return Program, as well as a key factor in stockholder value creation. | | Proved Developed Reserve Additions | The proved developed reserve additions target represents the proved developed reserves estimated to be added from projects funded under our capital program during 2024. This measure is important because proved developed reserves are the primary source of future production and cash flow for us and, as such, relate directly to the value of our Company. | | Sustainability | In 2022, we modified the sustainability component of our STIP from a qualitative to a quantitative performance metric. We maintained the quantitative nature of this metric in 2024, with goals to reduce our total recordable incident rate, spill volumes, GHG emissions intensity and methane emissions intensity. This measure is important because it highlights the Company’s commitment to sustainability and the importance of integrating sustainability performance into our Company’s culture. In addition to the quantitative performance targets, the Company’s sustainability goal included meeting routine and non-routine flaring goals, recycling water in Texas operations, preparing for compliance with SEC climate change disclosure rules, and evaluating and incorporating modern technology in sustainability goals. | | Finding and Development Costs | Finding and development costs are a measure of the efficiency of our capital program in generating value. The finding and development costs target represents the estimated cost of proved developed reserve additions on a dollar per barrel of oil equivalent (“BOE”) basis projected under our 2024 business plan. | | Production Volume | The production volume target represents the volume of oil, gas, and NGLs forecast to be produced under our 2024 business plan. This measure is important because proceeds from the sale of production generate essentially all of our revenue. | | Cash Operating Costs | Our cash operating costs are calculated as the sum of our lease operating expenses, ad valorem taxes, transportation costs, production taxes, and general and administrative expenses (less stock compensation expense), on a per BOE basis. |

  43. Short-Term Incentive Plan

    Qualitatively, our inventory growth goals were to: •grow the Company’s total resources by 80 MMBOE; •advance our plans for upcoming inventory opportunities, including testing exploration wells and applying advanced technology on existing acreage; •identify exploration plays and make investment-ready recommendations; •identify and recommend acreage or acquisition targets of sufficient scale and capable of competing with 2027-2029 inventory; •enhance our existing processes to track industry-wide exploration activity to identify new prospects; and •demonstrate application of new technologies that enhance returns or inventory. With respect to these qualitative measures, the Compensation Committee may adjust the initial multiplier either upward or downward by up to 0.10. A determination of 0.00 represents performance in line with expectations during the year. Following its evaluation of the Company’s quantitative STIP metrics and initial determination of a 1.21 multiplier, the Compensation Committee determined that the Company achieved and, particularly in light of the Company’s successful consummation of the Uinta Basin Acquisition, significantly exceeded expectations with regard to the Company’s qualitative inventory goals. Total resources added during the year totaled 303 MMBOE (as compared to the target goal of 80 MMBOE), and the Compensation Committee determined that the Company was successful in accomplishing all of the other growth goals. As a result, the Compensation Committee adjusted the quantitative result by the maximum amount of 0.10. As stated above, the STIP multiplier may be further adjusted if the Company’s TSR for the annual performance period (inclusive of dividends) increases by an amount greater than 10 percent or decreases by an amount less than negative 10 percent. Any increase or decrease within the range of positive 10 percent and negative 10 percent has no impact on the multiplier. The Company’s 2024 TSR was equal to positive 2 percent (inclusive of dividends); therefore, no adjustment was made to the multiplier based on the TSR modifier. Accordingly, the total pool multiplier for the 2024 STIP was 1.31, as shown in the following table:

  44. Short-Term Incentive Plan

    | STIP Multiplier | | | Initial STIP Multiplier: Quantitative Metrics | 1.21 | | STIP Multiplier: Adjusted for Qualitative Metric | 0.10 | | STIP Multiplier: Applying TSR Modifier(1) | 0.0 | | Final STIP Multiplier: | 1.31 | | (1) Absolute TSR was +2%; because threshold (+10%) was not reached, the modifier had no impact. | |

  45. Short-Term Incentive Plan

    The table below sets forth our NEO’s base salaries actually earned in 2024, their target STIP payouts as a percentage of base salary, the STIP multiplier applied to each NEO’s STIP calculation, and their actual STIP payouts.

  46. Short-Term Incentive Plan

    | Name | Salary Paid in 2024 | Target STIP %(1) | STIP Multiplier | STIP | | Vogel | $853,989 | 120% | 1.31 | $1,342,471 | | Pursell | $558,874 | 100% | 1.31 | $732,124 | | McDonald | $161,539(2) | 100% | 1.31 | $211,615(2) | | Lebeck | $444,141 | 79%(3) | 1.31 | $459,641 | | Knott | $396,996 | 75% | 1.31 | $390,048 | | ____________________________ | | | | | | (1) Expressed as a percentage of base salary. | | | | | | (2) Ms. McDonald’s 2024 base salary and STIP payment was prorated in 2024 based on her hire date of September 9, 2024. | | | | | | (3) Mr. Lebeck’s 2024 STIP target percentage was prorated in 2024 based on his promotion from a senior level vice president (75% target STIP) to an executive level vice president (80% target STIP). | | | | |

  47. Short-Term Incentive Plan

    In addition to the prorated 2024 STIP bonus paid to Ms. McDonald as reflected in the table above, Ms. McDonald received a sign-on bonus of $1,750,000 that is intended to serve as a make-whole award to replace forfeited compensation opportunities she would have been due from her prior employer. The sign-on bonus is economically equivalent to the forfeited value, and was paid 50 percent with Ms. McDonald’s first paycheck with the remaining 50 percent to be paid with the first paycheck following the first anniversary of her employment; provided, if Ms. McDonald voluntarily resigns or terminates employment with the Company within 12 months of the payment of either portion of the sign-on bonus, that portion must be repaid. The value and design of Ms. McDonald’s equity compensation awards made under the LTIP are discussed in greater detail below.

  48. Long-Term Incentive Plan

    Long-Term Incentive Plan Long-Term Incentive Plan—Design Our LTIP is an equity compensation program that typically utilizes PSUs and RSUs to compensate our NEOs and other key employees for execution of our long-term business strategy. Awards of PSUs and RSUs are issued pursuant to our stockholder-approved 2006 Equity Incentive Compensation Plan, as amended (the “Equity Plan”). RSUs are generally granted with a three-year vesting schedule, with one-third of the RSUs in each grant vesting on each of the first three anniversaries of the award date, subject to continued employment. RSUs are settled in shares of our common stock at the time of vesting. PSUs are performance-based awards that are settled in shares of our common stock, with the number of resulting shares falling within a range of zero to 200 percent of the number of PSUs originally granted, dependent on the Company’s performance with respect to certain metrics determined by the Compensation Committee over a three-year performance period, and also generally subject to continued employment. Other types of long-term incentive based awards, such as the performance-based cash grants that we awarded in lieu of PSUs in 2020 and 2021, and that are discussed in more detail below, are occasionally granted with the structure of such awards being dependent upon the circumstances in which they were granted, the Compensation Committee’s design of such awards, and the business objectives sought to be achieved at the time of issuance. 2021-2024 LTIP Performance Period Results As discussed in greater detail at the beginning of the CD&A, in 2020 and 2021, our Compensation Committee granted performance-based cash awards to our NEOs in lieu of PSUs to avoid the potential for significant dilution at a time when stock prices, particularly in our industry, were severely depressed as a result of the Pandemic. At the completion of the 2021-2024 performance period on June 30, 2024, performance-based cash awards were earned and settled at 169 percent of target. The four performance metrics applicable to this period are set forth in the table below, and we achieved the stated result based upon our actual performance with regard to these metrics, as compared to the targets set at the beginning of the performance period. Notably, the Company’s actual performance with regard to the Free Cash Flow Generation, Net Debt-to-Adjusted EBITDAX and Absolute TSR performance metrics, which collectively comprised 75 percent of the weighting of the plan, significantly exceeded the high-end of the applicable performance ranges, and therefore were capped at 200 percent of target payout.

  49. Long-Term Incentive Plan

    | LTIP Multiplier (2021-2024) | | | | | | | | Metric (weighting) | Description | 3-Year Performance Goals | | | Actual Performance | Payout Result | | | | Threshold (25% Payout) | Target (100% Payout) | Maximum (200% Payout) | | | | Free Cash Flow Generation(1) (25%) | Measurement of gross free cash flow generation during the period beginning on July 1, 2021, and ending on June 30, 2024. | $300 Million | $1 Billion | $1.7 Billion | $1.99 Billion | 200% | | Net Debt-to-Adjusted EBITDAX(2) (25%) | Determination of the Company’s Net Debt-to-Adjusted EBITDAX ratio at the end of the performance period on June 30, 2024. | 2.5x | 1.5x | 1.0x | 0.60x | 200% | | Sustainability Metrics (25%) | Measurement of the Company’s performance with regard to the following metrics: (10%) GHG Emissions Intensity Reduction(3) (5%) Employee and Contractor Safety(4) (5%) Spill Performance(5) | GHG Emissions Intensity Reduction: | | | 13% Reduction | 76% | | | | 10% Reduction | 20% Reduction | 55% Reduction | | | | | | Employee and Contractor Safety: | | | 63rd Percentile | | | | | 2nd Quartile | Top Quartile | Top Decile | | | | | | Spill Performance: | | | 83rd Percentile | | | | | 2nd Quartile | Top Quartile | Top Decile | | | | Absolute TSR (25%) | Annualized shareholder return comparing the trailing 20-day average stock price of the Company’s stock as of June 30, 2021 to the trailing 20-day average of the Company’s stock price as of June 30, 2024, adjusted for cumulative dividends paid. | +5% | +10% | +15% | +28% | 200% | | LTIP Multiplier: | | | | | | 1.69x |

  50. Long-Term Incentive Plan

    (1) Free Cash Flow is measured as net cash provided by operating activities less net cash used in investing activities excluding acquisitions and before all returns of capital. (2) Net Debt: total principal amount of outstanding senior unsecured notes plus amounts drawn on the revolving credit facility less cash and cash equivalents. Adjusted EBITDAX: net income (loss) before interest expense, interest income, income taxes, depletion, depreciation, amortization and asset retirement obligation liability accretion expense, exploration expense, property abandonment and impairment expense, non-cash stock-based compensation expense, derivative gains/losses net of settlements, gains/losses on divestitures, gains/losses on extinguishment of debt, and certain other items. (3) Reduction in metric tons of CO2e per gross MBoe produced (scope 1 + scope 2) from FY 2020 to FY 2023. (4) Total recordable incident rate as compared to the AXPC three-year average relative ranking. (5) Spill volumes (bbls/1000 bbls produced) as compared to the AXPC three-year average relative ranking. 2024-2027 LTIP Performance Period Design and Awards As noted in greater detail above, during 2020 and 2021, the Compensation Committee replaced the issuance of PSUs with performance-based cash awards under our LTIP in order to limit the potential for excessive dilution and value transfer during the Pandemic. In 2022, following recovery of commodity prices and the Company’s stock price, the Compensation Committee returned to its pre-Pandemic practice of granting equity-based PSUs rather than cash-based performance awards. The Compensation Committee retained this design in 2024 and granted LTIP awards to our NEOs comprised of an equal mix of PSUs and RSUs, based on target grant date fair value (except for our CEO, who received 60 percent of his LTIP value in PSUs with the remaining 40 percent in RSUs). For the 2024-2027 performance period, the Compensation Committee made no changes to the prior year’s PSU performance metrics after determining that such metrics appropriately incentivized execution of our long-term business strategy and achievement of the metrics that the Compensation Committee believes are most important to our stockholders. The performance metrics and weighting comprising the PSU awards for the 2024-2027 performance period are set forth below. In determining the total LTIP grant values for 2024, the Compensation Committee considered various factors, including share price performance, historical fair value transfer (or the percentage of market capitalization transferred to employees annually in the form of stock-based awards, “FVT”) under our long-term incentive compensation system compared to our peer group companies, input from FW Cook on expected trends in LTIP design and FVT for the subject period as well as the value of our compensation peers’ long term incentive awards following FW Cook’s executive compensation review, and shares available under our Equity Plan. Following such consideration, the Compensation Committee made the following 2024 LTIP awards:

  51. Long-Term Incentive Plan

    | Name | 2024 LTIP Grant Value | | Vogel | $5,499,984 | | Pursell | $2,499,999 | | McDonald | $2,300,009(1) | | Lebeck | $1,600,001 | | Knott | $800,019 | | ____________________________ | | | (1) Ms. McDonald’s 2024 LTIP Grant Value was approved in connection with her hiring on September 9, 2024, and is subject to the same vesting dates (except for the initial vesting date, which is the one year anniversary of her hire date), performance period, performance metrics, and other terms applicable to the other NEOs. Ms. McDonald’s sign-on bonus does not include an equity component. | |

  52. Long-Term Incentive Plan

    RSUs were approved in June 2024 and awarded on July 1, 2024, consistent with our typical equity grant timing (except for Ms. McDonald, whose 2024 RSU award was made at the time of her hire in September 2024). PSUs were awarded during the fourth quarter of 2024, with the PSUs subject to the measurement period beginning October 1, 2024, and ending June 30, 2027 (except for performance measures related to sustainability metrics, for which greenhouse gas emissions intensity will be measured from January 1, 2024, through December 31, 2026, and safety and spill performance will be measured from July 1, 2024 to June 30, 2027). PSU awards are typically made on July 1 of any given year; however, 2024 PSU awards were delayed until October 1, 2024, in order to allow for the closing of the Uinta Basin Acquisition and inclusion of the acquired assets in setting the performance targets for the 2024 PSU awards. The graphic below reflects the structure of our 2024 long-term incentive awards to our NEOs: (1) Sustainability performance metrics include reduction in greenhouse gas emissions intensity, employee and contractor safety, and spill performance. With respect to each metric, a threshold level of performance is required in order to receive any payout, a target level of performance is set to achieve target payout, and a maximum level of performance is established in order to receive maximum payout, with payout interpolated for performance falling between the minimum and maximum levels. No payout is awarded for performance below the minimum level, negative absolute TSR caps the payout at target, above median relative TSR is required for target payout with respect to the relative TSR metric and, in all cases, payout is capped if actual performance meets or exceeds the maximum level. With respect to the sustainability metrics, reduction in greenhouse gas emissions intensity and employee and contractor safety each comprise 10 percent of the overall weighting of the award, whereas spill performance accounts for five percent of the overall weighting. The greenhouse gas emissions intensity reduction target is based on the Company’s projected greenhouse gas emission intensity reduction goals, and will incorporate the assets acquired in connection with the Uinta Basin Acquisition. The targets for safety and spill metrics are based upon the top quartile of the trailing three-year average of reporting American Exploration Production Council (“AXPC”) members (and in the case of spills, based upon the trailing three-year average of AXPC oil-weighted reporting companies). The Compensation Committee believes that the inclusion of absolute TSR, relative TSR and adjusted free cash flow metrics incentivizes management’s continuing efforts to deliver stockholder value by aligning incentives with the long-term interests of our stockholders, while the use of sustainability-focused metrics recognizes the importance of, and incentivizes management to deliver, sustainable and responsible deployment of capital for the long-term benefit of all stakeholders.

  53. SECTION 6—Compensation Determination Process

    SECTION 6—Compensation Determination Process Responsibilities of the Compensation Committee Our executive compensation is determined by the Compensation Committee. During 2024, the Compensation Committee was comprised of four independent directors and continued to operate under the framework of a written charter. Members of the Compensation Committee are appointed by our Board for, among other things, the purposes of: •reviewing and approving our general compensation strategy and objectives, as well as disclosure required by SEC and listing exchange rules and regulations; •reviewing and recommending our compensation plans, policies and programs to the Board for its approval; •reviewing the performance and approving the compensation of our directors and executive officers, including our Chief Executive Officer; and •overseeing the administration of our employee compensation and benefit plans. In 2024, the Compensation Committee met ten times to administer the matters noted above and address other matters required under its charter. Independent Compensation Consultant FW Cook serves as the independent executive compensation consultant for, and reports directly to, the Compensation Committee. The Compensation Committee may replace FW Cook or hire additional consultants or other advisors as it deems necessary. A Principal of FW Cook regularly attends Compensation Committee meetings and communicates with the Compensation Committee between meetings, as requested. The services that FW Cook provides, based upon direction from the Compensation Committee, include advising the Compensation Committee on the design of our executive compensation programs and the evolving best practices related thereto, providing market information and analysis regarding the competitiveness of our executive compensation opportunities, conducting compensation risk assessments, and providing analysis concerning the equity compensation practices of our peers. After consideration of various independence factors, the Compensation Committee determined in 2024 that FW Cook’s work did not raise any potential conflicts of interest. In 2024, FW Cook did not provide any services to us other than those requested by the Compensation Committee and related to FW Cook’s engagement as the independent consultant to the Compensation Committee. Independence of the Compensation Committee Based upon the independence tests set forth in Section 303A.02 of the Corporate Governance Standards of the NYSE Listed Company Manual, our Board has determined that all members of the Compensation Committee are independent. Compensation Risk Assessment Each year, the Compensation Committee, in consultation with FW Cook, reviews and evaluates our compensation policies and practices for all employees to assess to what extent, if any, these policies and practices could result in risk taking incentives, whether our compensation policies and practices mitigate such risk taking incentives by properly aligning the interests of our employees with the interests of our stockholders, and whether risks arising from our compensation policies and practices for our employees are reasonably likely to have a material adverse effect on us. In 2024 and 2025, the Compensation Committee determined that the risks arising from our compensation policies and practices for our employees are not reasonably likely to have a material adverse effect on us. Role of Management in Determination Process Under the oversight of our Chief Executive Officer and our Vice President - Human Resources, management provides recommendations to the Compensation Committee on matters of compensation philosophy and plan design. Our Chief Executive Officer recommends pay levels for executives, other than himself, based on competitive market data, past performance, and future potential. Our Human Resources department supports management and the Compensation Committee by providing information on historical compensation levels, employee evaluations and its analysis of comparative industry data, and by interfacing with FW Cook. While members of the management team attend Compensation Committee meetings, they are not generally present during executive sessions, and individual members of the management team are never present during discussions of their respective compensation. The Compensation Committee and our Board, as required under the charter of the Compensation Committee, make all final decisions with respect to compensation of our executive officers. Tally Sheets To enhance the analytical data the Compensation Committee uses to evaluate the compensation of our President and Chief Executive Officer, Executive Vice President and Chief Financial Officer, Executive Vice President and Chief Operating Officer, and Executive Vice President - Corporate Development and General Counsel and to provide the Compensation Committee with a consolidated view of the aggregate value of all material elements of compensation for those executives, our Human Resources department provides the Compensation Committee and FW Cook with a tally sheet summary of all of the compensation and benefit arrangements for each of those executives, including severance arrangements and all benefits provided in connection with termination of employment. The tally sheets show the amount the executive would receive under various foreseeable circumstances (e.g., termination with or without cause, resignation, and retirement or termination in connection with change of control). The Compensation Committee does not assign a specific weighting to the tally sheets in its overall decision-making process concerning compensation, but rather uses the information provided to gain additional perspective and as a reference.

  54. SECTION 7—Other Compensation Matters

    Equity holdings include the value of unvested RSUs for purposes of these calculations, but exclude the value of unvested PSUs. Until a director or executive achieves the required ownership level, except for net settlements of equity awards for purposes of paying tax withholding obligations, such person may not sell equity without the prior approval of the Compensation Committee for the Chief Executive Officer or any Executive Vice President, and by the Chief Executive Officer for all other officers. The Compensation Committee will continue to review compliance with these guidelines annually, and more often as appropriate. Securities Trading Policy and Prohibitions on Certain Hedging Transactions We maintain a Securities Trading Policy, the overall goal of which is to inform our officers, employees, and directors of the risks of trading in public company securities at a time when they may be in possession of material, non-public information. In addition, our policy provides mechanisms to specifically address trading by officers, certain other employees and directors during prescribed periods of time when the risk of being in possession of material, non-public information is perceived to be highest, and generally prohibits our officers, certain other employees, and directors from trading in any of our securities without obtaining pre-clearance. Our policy also prohibits officers, employees, and directors from engaging in transactions designed to mitigate, off-set, or avoid the risks associated with a decrease in the market value of our securities, including: (a) entering into transactions that “hedge” the value of our stock through the use of financial instruments, such as prepaid variable forward contracts, equity swaps, collars, exchange funds, or any other instrument that permits an officer, director, or employee to own Company securities without the full risks and rewards of ownership; (b) holding our securities in margin accounts; (c) pledging our securities to secure indebtedness; (d) buying or selling options or derivatives with respect to our securities; (e) short selling Company securities; and (f) placing standing or limit orders on Company securities (other than pursuant to approved Rule 10b5-1 Plans). A copy of our adopted Securities Trading Policy is filed as Exhibit 19.1 to our 2024 Annual Report.

  55. Summary Compensation Table

    Summary Compensation Table As noted at the beginning of the CD&A, in response to the Pandemic and its impact on our stock price, the Compensation Committee modified the design of our LTIP in 2020 and 2021 by suspending the issuance of PSUs and replacing them with performance cash awards. This change in plan design was made to avoid the potential for significant dilution and disproportionate FVT at a time when stock prices, particularly in our industry, were severely depressed. Although the grants of performance-based cash awards were disclosed in detail in our 2021 and 2022 Proxy Statements, such awards were not presented in the corresponding Summary Compensation Tables because, pursuant to SEC rules, non-equity incentive awards are to be presented in the Summary Compensation Table for the year in which the underlying performance metrics are satisfied and earned, which occurred in 2023 and 2024, rather than the year in which the awards were made. Accordingly, the Summary Compensation Table set forth below (the “SCT”) shows both the grant date fair value of our NEO’s 2023 and 2024 LTIP awards (inclusive of RSUs and PSUs), as well as the settlement of the 2020 and 2021 performance-based cash awards that were granted in lieu of PSUs in 2020 and 2021. While at first glance this may appear to reflect a large increase in 2023 and 2024 total compensation (as compared to 2022) for our NEOs who received performance-based cash awards in 2020 and 2021, this is not the case. Rather, it more accurately reflects (i) the value of the 2020 performance-based cash awards (which were made at 50 percent of target) and 2021 performance-based cash awards that were not, pursuant to SEC rules, disclosed in the 2021 and 2022 Proxy Statements; and (ii) the grant date fair value of the 2023 and 2024 LTIP awards. We feel it is important to clarify the figures reported for 2023 and 2024 in the SCT to reduce the potential for misunderstandings, and direct your attention to “Section 1 - Preliminary Note About This Year’s Summary Compensation Table” at the beginning of the CD&A for additional disclosure on this topic. The SCT sets forth the annual and long-term compensation of our NEOs during each of the last three years. In addition to base salaries, the table reflects performance-based cash awards granted in 2020 (for which the underlying performance metrics are satisfied and earned in 2023) and performance-based cash awards granted in 2021 (for which the underlying performance metrics are satisfied and earned in 2024), as well as RSUs and PSUs granted in 2022, 2023, and 2024 and cash bonuses and other compensation earned during the same periods.

  56. Summary Compensation Table

    | Name and Principal Position | Year | Salary | Bonus(1) | Stock Awards(2) | Non-Equity Incentive Plan Compensation(3) | Change In Pension Value and Non-Qualified Deferred Compensation Earnings(4) | All Other Compensation(5) | Total | | Herbert S. Vogel | 2024 | $853,989 | $— | $5,499,984 | $5,398,471 | $319,552 | $168,666 | $12,240,662 | | President, Chief Executive Officer and Director | 2023 | $814,200 | $— | $4,999,989 | $4,815,816 | $295,736 | $134,889 | $11,060,630 | | | 2022 | $773,077 | $— | $4,500,021 | $1,103,954 | $188,143 | $167,841 | $6,733,036 | | A. Wade Pursell | 2024 | $558,874 | $— | $2,499,999 | $2,422,124 | $165,015 | $20,700 | $5,666,712 | | Executive Vice President and Chief Financial Officer | 2023 | $532,834 | $— | $2,249,983 | $1,784,000 | $116,994 | $20,011 | $4,703,822 | | | 2022 | $505,923 | $— | $2,149,991 | $602,048 | $— | $18,300 | $3,276,262 | | Elizabeth A. McDonald | 2024 | $161,539 | $875,000 | $2,300,009 | $211,615 | $— | $11,631 | $3,559,794 | | Executive Vice President and Chief Operating Officer | | | | | | | | | | James B. Lebeck | 2024 | $444,141 | $— | $1,600,001 | $459,641 | $— | $68,858 | $2,572,641 | | Executive Vice President - Corporate Development and General Counsel | 2023 | $396,923 | $— | $1,500,042 | $826,000 | $— | $167,116 | $2,890,081 | | | 2022 | $— | $— | $— | $— | $— | $— | $— | | Kenneth J. Knott | 2024 | $396,996 | $— | $800,019 | $875,923 | $121,847 | $72,618 | $2,267,403 | | Senior Vice President - Business Development and Land | 2023 | $378,499 | $— | $750,005 | $717,175 | $85,311 | $61,755 | $1,992,745 | | | 2022 | $359,382 | $— | $649,987 | $320,748 | $— | $68,474 | $1,398,591 |

  57. Summary Compensation Table

    (1) The value disclosed for Ms. McDonald represents an $875,000 payment made upon hire. See “Section 5--Primary Elements of 2024 Compensation and Executive Compensation Results” for additional discussion of Ms. McDonald’s sign-on payment. (2) The amounts in this column represent the aggregate grant date fair values of PSU and RSU awards computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, “Compensation—Stock Compensation” (“FASB ASC Topic 718”), excluding the effect of estimated forfeitures related to service-based vesting conditions. These grant date fair values have been determined based on the assumptions and methodologies discussed in Note 10 of the Notes to Consolidated Financial Statements included in our 2024 Annual Report. PSU awards are subject to market-based performance conditions relating to our total stockholder return and relative stockholder return compared to a peer company index over a three-year performance period. No PSUs were awarded in 2020 or 2021. The value disclosed for Ms. McDonald is inclusive of the grant of 29,070 RSUs awarded upon hire. For additional information about long-term performance based-awards granted in 2024 see “2024-2027 LTIP Performance Period Design and Awards.” (3) The amounts in this column represent the aggregate of: (i) the cash bonuses paid in 2025, 2024, and 2023, but earned during the 2024, 2023, and 2022 performance periods, respectively, under the STIP, and (ii) the payout of the performance-based cash awards granted in 2021 and 2020 and paid in 2024 and 2023, respectively. See “Section 1—Preliminary Note About This Year’s Summary Compensation Table“ above for additional detail. The following table provides a detailed breakout of STIP bonuses paid in 2025 but earned in 2024, as well as the payout of the performance-based cash awards granted in 2021 and paid in 2024 for each NEO:

  58. Summary Compensation Table

    | Name | 2024 STIP Value | Performance-based cash awards granted in 2021 | | Herbert S. Vogel | $1,342,471 | $4,056,000 | | A. Wade Pursell | $732,124 | $1,690,000 | | Elizabeth A. McDonald | $211,615 | $— | | James B. Lebeck | $459,641 | $— | | Kenneth J. Knott | $390,048 | $485,875 |

  59. Summary Compensation Table

    (4) The amounts shown in this column are attributable to the increase, if any, in the actuarial value of each NEO’s combined benefits under our qualified and non-qualified benefit plans determined using interest rate and mortality assumptions consistent with those used in our financial statements. No NEO received preferential or above market earnings on deferred compensation. (5) For 2024, amounts consist of the following contributions and other compensation: (i) for Mr. Vogel: $147,966 to the Company’s Non-Qualified Compensation Plan and $20,700 to the Company’s 401(k) Profit Sharing Plan; (ii) for Mr. Pursell: $20,700 to the Company’s 401(k) Profit Sharing Plan; (ii) for Ms. McDonald: $11,631 to the Company’s 401(k) Profit Sharing Plan; (iv) for Mr. Lebeck: $29,460 to the Company’s Non-Qualified Compensation Plan, $31,050 to the Company’s 401(k) Profit Sharing Plan, $8,348 in ESPP Disqualifying Disposition income; and (v) for Mr. Knott: $51,918 to the Company’s Non-Qualified Compensation Plan and $20,700 to the Company’s 401(k) Profit Sharing Plan.

  60. Grants of Plan-Based Awards in 2024

    Grants of Plan-Based Awards in 2024 Pursuant to our STIP, and in accordance with our Cash Bonus Plan, the Compensation Committee established the quantitative and qualitative metrics for our 2024 STIP on February 14, 2024. As discussed above, the bonus payments associated with the 2024 STIP were earned in 2024, but were paid in 2025. In addition, pursuant to our LTIP and in accordance with the Equity Plan, the Compensation Committee approved grants of RSUs to our NEOs on June 10, 2024, and PSUs to our NEOs on October 1, 2024. These RSU grants were made effective as of July 1, 2024, and these PSU grants were made effective as of October 1, 2024. These grants are summarized in the table below.

  61. Grants of Plan-Based Awards in 2024

    | Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Awards | | | All Other Stock Awards: Number of Shares of Stock or Units(7) | Grant Date Fair Value of Stock and Option Awards(8) | | | | Threshold (1) | Target (2) | Maximum (3) | Threshold (4) | Target (5) | Maximum (6) | | | | Herbert S. Vogel | 2/14/24 | $512,394 | $1,024,787 | $2,049,574 | — | — | — | — | — | | | 7/1/24 | — | — | — | — | — | — | 50,389 | $2,199,984 | | | 10/1/24 | — | — | — | 19,294 | 77,177 | 154,354 | — | $3,300,000 | | A. Wade Pursell | 2/14/24 | $279,437 | $558,874 | $1,117,748 | — | — | — | — | — | | | 7/1/24 | — | — | — | — | — | — | 28,630 | $1,249,986 | | | 10/1/24 | — | — | — | 7,309 | 29,234 | 58,468 | — | $1,250,013 | | Elizabeth A. McDonald | 9/9/24 | $80,770 | $161,539 | $323,078 | — | — | — | — | — | | | 9/9/24 | — | — | — | — | — | — | 29,070 | $1,150,009 | | | 10/1/24 | — | — | — | 6,724 | 26,895 | 53,790 | — | $1,150,000 | | James B. Lebeck | 2/14/24 | $175,436 | $350,871 | $701,742 | — | — | — | — | — | | | 7/1/24 | — | — | — | — | — | — | 18,323 | $799,982 | | | 10/1/24 | — | — | — | 4,678 | 18,710 | 37,420 | — | $800,019 | | Kenneth J. Knott | 2/14/24 | $148,874 | $297,747 | $595,494 | — | — | — | — | — | | | 7/1/24 | — | — | — | — | — | — | 9,162 | $400,013 | | | 10/1/24 | — | — | — | 2,339 | 9,355 | 18,710 | — | $400,006 |

  62. Grants of Plan-Based Awards in 2024

    (1) This amount represents the award earned under the Cash Bonus Plan, assuming we achieve the threshold performance for each metric under the plan, resulting in an earned percentage of 50 percent of target. However, as described above in “Section 4—Primary Elements Of Compensation and Select Executive Compensation Decisions,” actual bonuses range from zero to two times a participant’s target percentage. (2) This amount represents the salary amount actually paid to each of our NEOs in 2024, multiplied by the applicable STIP target percentage. (3) This amount represents the maximum possible award; as described above in “Section 4—Primary Elements Of Compensation and Select Executive Compensation Decisions,” actual bonuses range from zero to two times a participant’s target percentage. (4) This amount represents the number of shares of common stock to be issued upon settlement of PSUs granted under our Equity Plan, assuming we achieve the threshold performance level established for each metric under the plan, resulting in an earned percentage of 25 percent. (5) This amount represents the number of shares of common stock to be issued upon settlement of PSUs granted under our Equity Plan, assuming we achieve the target performance level established by the Compensation Committee, resulting in an earned percentage of 100 percent. PSUs represent the right to receive, upon settlement of the PSUs after the completion of a three-year performance period ending June 30, 2027, a number of shares of our common stock that may be from zero percent to 200 percent of the number of PSUs granted on the award date, depending on the extent to which we have achieved the performance criteria and the extent to which the PSUs have vested. The performance criteria for the PSUs are based on the Company’s TSR relative to the TSR of certain peer companies, the Company’s absolute TSR, adjusted free cash flow (“FCF”) generation, and the achievement of certain sustainability targets, in each case as defined by the award agreement. The PSUs will vest on July 1, 2027. The PSUs granted to Mr. Vogel are subject to the three-year performance period; however because he was of retirement eligible age, as defined in the award agreement, on the award date, if retirement occurs before the end of the performance period, these PSUs will vest in pro-rata increments on a daily basis over the three-year performance period beginning on the award date. For additional detail regarding the 2024 performance-based equity awards, please see “2024-2027 LTIP Performance Period Design and Awards.” (6) This amount represents the number of shares of common stock to be issued upon settlement of PSUs granted under our Equity Plan, assuming we achieve the maximum performance level established by the Compensation Committee, resulting in an earned percentage of 200 percent. (7) This amount represents RSUs granted under our Equity Plan. The RSUs vest one-third on July 1, 2025, one-third on July 1, 2026, and one-third on July 1, 2027 (with the exception of Mr. Vogel, who is entitled to one-sixth vesting as noted below, and Ms. McDonald whose first vest date will occur on September 9, 2026, the first anniversary of her hire date). Prior to vesting, the RSUs are subject to transfer restrictions and may be forfeited to us upon termination of employment. The RSUs are not eligible for dividends and are not credited with dividend equivalents. Holders of RSUs have no rights as stockholders of common stock until such time as the RSUs are settled for shares of common stock on the settlement date. The RSUs granted to Mr. Vogel are subject to pro rata vesting due to Mr. Vogel attaining retirement eligible age, as defined in the award agreement, on the award date. As such, the awards vest one-sixth on January 1, 2025, one-sixth on July 1, 2025, one-sixth on January 1, 2026, one-sixth on July 1, 2026, one-sixth on January 1, 2027, and one-sixth on July 1, 2027. Shares are only released on the July 1 dates. (8) Represents the grant date fair value of the RSU grant based on the closing market price on the grant date. The grant date fair value of a PSU is calculated using a Geometric Brownian Motion Model, and the aggregate grant date fair value represented in this column for PSUs is calculated based upon the number of PSUs granted.

  63. Outstanding Equity Awards at 2024 Year-End

    Outstanding Equity Awards at 2024 Year-End The following table shows outstanding equity awards for our NEOs as of December 31, 2024:

  64. Outstanding Equity Awards at 2024 Year-End

    | Name | Stock Awards | | | | | | Equity Incentive Plan Awards: | | | | | | Number of Shares or Units of Stock That Have Not Vested | Market Value of Shares or Units of Stock That Have Not Vested(1) | Number of Unearned Shares, Units or Other Rights That Have Not Vested | Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(1) | | Herbert S. Vogel | | | | | | RSUs (3) | 17,606 | $682,409 | — | $— | | RSUs (5) | 42,153 | $1,633,850 | — | $— | | RSUs (7) | 50,389 | $1,953,078 | — | $— | | PSUs (10) | — | $— | 101,229 | $3,923,636 | | PSUs (12) | — | $— | 100,240 | $3,885,302 | | PSUs (14) | — | $— | 77,177 | $2,991,381 | | A. Wade Pursell | | | | | | RSUs (2) | 10,515 | $407,561 | — | $— | | RSUs (4) | 23,711 | $919,038 | — | $— | | RSUs (6) | 28,630 | $1,109,699 | — | $— | | PSUs (9) | — | $— | 40,304 | $1,562,183 | | PSUs (11) | — | $— | 37,590 | $1,456,988 | | PSUs (13) | — | $— | 29,234 | $1,133,110 | | Elizabeth A. McDonald | | | | | | RSUs (8) | 29,070 | $1,126,753 | — | $— | | PSUs (13) | — | $— | 26,895 | $1,042,450 | | James B. Lebeck | | | | | | RSUs (4) | 10,538 | $408,453 | — | $— | | RSUs (6) | 18,323 | $710,199 | — | $— | | RSUs (15) | 14,698 | $569,694 | — | $— | | PSUs (11) | — | $— | 16,707 | $647,563 | | PSUs (13) | — | $— | 18,710 | $725,200 | | Kenneth J. Knott | | | | | | RSUs (2) | 3,179 | $123,218 | — | $— | | RSUs (4) | 7,904 | $306,359 | — | $— | | RSUs (6) | 9,162 | $355,119 | — | $— | | PSUs (9) | — | $— | 12,185 | $472,291 | | PSUs (11) | — | $— | 12,530 | $485,663 | | PSUs (13) | — | $— | 9,355 | $362,600 |

  65. Outstanding Equity Awards at 2024 Year-End

    ____________________________ (1) The market value of RSUs and PSUs that have not vested is calculated using the closing price of $38.76 of our common stock on December 31, 2024. The market value of PSUs is calculated based upon an earned percentage of 100 percent. (2) These RSUs were granted on July 1, 2022 and vest in 1/3 increments with the remaining vesting scheduled to occur 1/3 on July 1, 2025. (3) These RSUs were granted on July 1, 2022 and vest(ed) in 1/6 increments with the remaining vesting scheduled to occur (or having occurred) 1/6 on January 1, 2025 and 1/6 on July 1, 2025. (4) These RSUs were granted on July 1, 2023 and vest in 1/3 increments with the vesting scheduled to occur 1/3 on July 1, 2025, and 1/3 on July 1, 2026. (5) These RSUs were granted on July 1, 2023 and vest(ed) in 1/6 increments with the remaining vesting scheduled to occur (or having occurred) 1/6 on January 1, 2025, 1/6 on July 1, 2025, 1/6 on January 1, 2026, and 1/6 on July 1, 2026. (6) These RSUs were granted on July 1, 2024 and vest in 1/3 increments with the vesting scheduled to occur 1/3 on July 1, 2025, 1/3 on July 1, 2026, and 1/3 on July 1, 2027. (7) These RSUs were granted on July 1, 2024 and vest(ed) in 1/6 increments with the remaining vesting scheduled to occur (or having occurred) 1/6 on January 1, 2025, 1/6 on July 1, 2025, 1/6 on January 1, 2026, 1/6 on July 1, 2026, 1/6 on January 1, 2027 and 1/6 on July 1, 2027. (8) These RSUs were granted on September 9, 2024 and vest in 1/3 increments with the vesting scheduled to occur 1/3 on September 9, 2025, 1/3 on July 1, 2026, and 1/3 on July 1, 2027. (9) These PSUs were granted on July 1, 2022 and vest on July 1, 2025. The PSUs are subject to a three-year performance period ending June 30, 2025. The award is reported at an earned percentage of 100 percent. (10) These PSUs were granted on July 1, 2022 and vest on July 1, 2025. The PSUs are subject to a three-year performance period ending June 30, 2025. The award is reported at an earned percentage of 100 percent. However, for retirement eligible employees, if retirement occurs before the end of the performance period, these PSUs vest in pro-rata increments on a daily basis over the three-year performance period beginning at the grant date. (11) These PSUs were granted on July 1, 2023 and vest on July 1, 2026. The PSUs are subject to a three-year performance period ending June 30, 2026. The award is reported at an earned percentage of 100 percent. (12) These PSUs were granted on July 1, 2023 and vest on July 1, 2026. The PSUs are subject to a three-year performance period ending June 30, 2026. The award is reported at an earned percentage of 100 percent. However, for retirement eligible employees, if retirement occurs before the end of the performance period, these PSUs vest in pro-rata increments on a daily basis over the three-year performance period beginning at the grant date. (13) These PSUs were granted on October 1, 2024 and vest on July 1, 2027. The PSUs are subject to a three-year performance period ending June 30, 2027. The award is reported at an earned percentage of 100 percent. (14) These PSUs were granted on October 1, 2024 and vest on July 1, 2027. The PSUs are subject to a three-year performance period ending June 30, 2027. The award is reported at an earned percentage of 100 percent. However, for retirement eligible employees, if retirement occurs before the end of the performance period, these PSUs vest in pro-rata increments on a daily basis over the three-year performance period beginning at the grant date. (15) These RSUs were granted on January 23, 2023 and cliff vest on January 23, 2026.

  66. 2024 Stock Vested

    2024 Stock Vested

  67. 2024 Stock Vested

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting(1) | Value Realized on Vesting(2) | | Herbert S. Vogel | 59,591 | $2,576,119 | | A. Wade Pursell | 35,437 | $1,531,942 | | Elizabeth A. McDonald | — | $— | | James B. Lebeck | 5,270 | $227,822 | | Kenneth J. Knott | 10,888 | $470,688 |

  68. 2024 Stock Vested

    ____________________________ (1) This column represents the number of shares of common stock issued upon the vesting and settlement of RSUs during 2024. As discussed above, each RSU represents a right to receive one share of our common stock upon settlement pursuant to the terms of the award agreement. (2) The value realized on vesting and settlement of the RSUs is computed by multiplying the number of shares of common stock issued upon the vesting and settlement of RSUs by the per share closing market price of the underlying shares on the day prior to settlement date, or, if the day prior to the settlement date was not a market trading date, then on the last market trading date which preceded the day prior to the settlement date. The per share closing market prices utilized for this computation were $43.23 on June 28, 2024, for the vesting and settlement of the third vesting tranche of the 2021 RSU awards, the vesting and settlement of the second vesting tranche of the 2022 RSU awards, and the vesting and settlement of the first vesting tranche of the 2023 RSU awards, all of which were settled on July 1, 2024. No PSUs vested and settled in 2024.

  69. Pension Benefits

    Pension Benefits Our Qualified Pension Plan is a qualified, noncontributory defined benefit plan, which is available to substantially all of our employees who joined SM Energy prior to January 1, 2015, and meet age and service requirements. In addition, we sponsor the SERP to provide an equivalent benefit on earnings above the qualified plans IRC limits (the 2024 limit was $345,000 in annual base salary income, for certain executive officers with a title of at least vice president). The following table represents the value of the NEO’s pension benefits as of December 31, 2024:

  70. Pension Benefits

    | Name | Plan Name | Number of Years Credited Service | Present Value of Accumulated Benefit | Payment During Last Fiscal Year | | Herbert S. Vogel | Qualified Pension Plan | 13 | $714,550 | $— | | | Non–Qualified SERP Pension Plan | 13 | $1,082,618 | $— | | A. Wade Pursell | Qualified Pension Plan | 16 | $711,665 | $— | | | Non–Qualified SERP Pension Plan | 16 | $461,178 | $— | | Elizabeth A. McDonald | Qualified Pension Plan | — | $— | $— | | | Non–Qualified SERP Pension Plan | — | $— | $— | | James B. Lebeck | Qualified Pension Plan | — | $— | $— | | | Non–Qualified SERP Pension Plan | — | $— | $— | | Kenneth J. Knott | Qualified Pension Plan | 24 | $920,256 | $— | | | Non–Qualified SERP Pension Plan | 24 | $149,540 | $— |

  71. Non-Qualified Deferred Compensation for 2024

    Non-Qualified Deferred Compensation for 2024 This Non-Qualified Deferred Compensation table sets forth the NEOs participation in the Non-Qualified Deferred Compensation Plan. This plan allows eligible employees to defer part of their salary and annual incentive bonus on a voluntary basis.

  72. Non-Qualified Deferred Compensation for 2024

    | Name | Executive Contributions in Last FY(1) | Registrant Contributions in Last FY(2) | Aggregate Earnings in Last FY(3) | Aggregate Withdrawals in Last FY | Aggregate Balance at Last FYE | | Herbert S. Vogel | $147,966 | $147,966 | $234,013 | $— | $2,527,911 | | A. Wade Pursell | $— | $— | $143,147 | $— | $1,084,258 | | Elizabeth A. McDonald | $— | $— | $— | $— | $— | | James B. Lebeck | $39,280 | $29,460 | $10,867 | $— | $79,607 | | Kenneth J. Knott | $70,650 | $51,918 | $138,500 | $— | $1,422,368 |

  73. Non-Qualified Deferred Compensation for 2024

    ____________________________ (1) The amounts in this column are also included in the Summary Compensation Table under the Salary column or the Non-Equity Incentive Plan Compensation column, as applicable. (2) The amounts in this column represent the matching contributions. The matching contributions are included in the “All Other Compensation” column of the Summary Compensation Table. We match deferred compensation up to an amount equal to six percent of base salary plus any STIP cash bonus. (3) The earnings reflected in this column represent deemed investment earnings or losses from voluntary deferrals and Company contributions, as applicable. The Non-Qualified Deferred Compensation Plan does not guarantee a return on deferred amounts. Our SERP is a non-qualified deferred compensation plan. The SERP is a non-contributory plan, and additional information about the SERP, including the present value of the accumulated benefits under the SERP for each NEO, is set forth in the “Pension Benefits” section above. In addition, annual increases in the actuarial value of benefits under the SERP are included in the Change In Pension Value and Non-Qualified Deferred Compensation Earnings column of the Summary Compensation Table above.

  74. Potential Payments Upon Termination or Change of Control

    Potential Payments Upon Termination or Change of Control Change of Control Arrangements Change of control severance protection is provided through change of control executive severance agreements to executives at the level of vice president and above, including each of our NEOs, and to certain other key employees. These agreements have a “double trigger” mechanism, which requires first that a qualifying change of control event has occurred, and second that the executive has been terminated or that certain other conditions are met, as summarized below, before severance benefits will be provided. A “Change of Control” is defined to include (a) an acquisition of more than 50 percent of the common stock or assets of the Company in a reorganization, merger, or consolidation of our Company, or (b) a change in more than 50 percent of the composition of the Board, other than as a result of the election of new members of the Board by a vote of the incumbent members of the Board or by our stockholders pursuant to the recommendation of the incumbent members of the Board. Executive officers are entitled to receive severance payments in the event that their employment is terminated within two and one-half years after a Change of Control (a) without “cause” by our Company or (b) for “good reason” by the officer, each as defined in the agreements. The term “good reason” incorporates the concept of a change in the executive’s status, authority, position, offices, titles, duties, or responsibilities that are reasonably viewed as a diminution of duties at any time within the ninety (90) days preceding a Change of Control or within two and one-half years thereafter. The term “good reason” also contemplates a reduction in the executive’s base salary and benefits over this same time frame, or the requirement that an executive relocate his or her base of employment outside a 25-mile radius from the executive’s location at the time of the Change of Control. Particularly in view of the propensity for mergers, acquisitions, and consolidations in our industry, we believe that change of control executive severance agreements promote stability and continuity among our executives, allowing them to remain neutral in the face of a transaction that would benefit our stockholders, but would result in their involuntary termination. Such agreements are customary for executives in our industry and are offered by companies who compete with us for executive talent. The double trigger feature provides a sufficient level of protection for the executive as well as a retention incentive benefiting the Company and our stockholders without creating an unreasonable impediment to a potential acquirer of the Company. We believe that the severance payment amounts under these agreements for our executives are comparable to payment amounts offered under similar arrangements by other companies in our industry, and are designed to facilitate reasonable compensation and insurance and benefits protection during a reasonable period of time to allow the executive to obtain comparable employment. With respect to our NEOs, the following table sets forth the estimated gross taxable compensation payable upon (i) a Change of Control without termination; (ii) termination in connection with a Change of Control; (iii) death or disability; and (iv) voluntary termination or retirement. The amounts set forth below assume a termination date of December 31, 2024, under the executive severance and change of control agreements that were in place at that time. In the event the executive is subject to golden parachute excise taxes under Section 4999 of the IRC, severance benefits may be reduced to avoid excise taxes, if doing so would increase the net after tax benefits to the executive. No excise tax “gross-up” payments are provided.

  75. Potential Payments Upon Termination or Change of Control

    | Potential Payments upon Termination or Change of Control | | | | | | | Name | Base Salary | Cash Bonus | Accelerated Vesting of RSUs and Performance-Based Awards (1) | Continued Employee Benefits | Total | | Herbert S. Vogel | | | | | | | Change of Control/No Termination | $— | $— | $— | $— | $— | | Change of Control Termination | $2,592,018 | $4,147,228 | $13,269,346 | $34,765 | $20,043,357 | | Termination upon Death or Disability | $— | $— | $13,269,346 | $— | $13,269,346 | | Voluntary Termination/Retirement | $— | $— | $4,305,878 | $— | $4,305,878 | | A. Wade Pursell | | | | | | | Change of Control/No Termination | $— | $— | $— | $— | $— | | Change of Control Termination | $1,413,573 | $1,979,002 | $5,886,316 | $61,044 | $9,339,935 | | Termination upon Death or Disability | $— | $— | $5,886,316 | $— | $5,886,316 | | Voluntary Termination/Retirement | $— | $— | $— | $— | $— | | Elizabeth A. McDonald | | | | | | | Change of Control/No Termination | $— | $— | $— | $— | $— | | Change of Control Termination | $1,400,000 | $1,960,000 | $2,276,753 | $61,044 | $5,697,797 | | Termination upon Death or Disability | $— | $— | $2,276,753 | $— | $2,276,753 | | Voluntary Termination/Retirement | $— | $— | $— | $— | $— | | James B. Lebeck | | | | | | | Change of Control/No Termination | $— | $— | $— | $— | $— | | Change of Control Termination | $1,123,375 | $1,258,180 | $2,988,375 | $58,027 | $5,427,957 | | Termination upon Death or Disability | $— | $— | $2,988,375 | $— | $2,988,375 | | Voluntary Termination/Retirement | $— | $— | $— | $— | $— | | Kenneth J. Knott | | | | | | | Change of Control/No Termination | $— | $— | $— | $— | $— | | Change of Control Termination | $1,004,130 | $1,054,337 | $1,884,702 | $58,027 | $4,001,196 | | Termination upon Death or Disability | $— | $— | $1,884,702 | $— | $1,884,702 | | Voluntary Termination/Retirement | $— | $— | $— | $— | $— |

  76. Potential Payments Upon Termination or Change of Control

    (1) The amounts reflected in the “Accelerated Vesting of RSUs and Performance-Based Awards” column represents (i) the market-value of all unvested RSUs as of December 31, 2024, and (ii) the target value of all unvested PSUs as of the applicable date of the award. Upon termination due to death or disability, (i) RSUs immediately vest and are settled; and (ii) performance-based awards immediately vest, but the payout of such awards is not settled and released until the end of the respective performance period and determination of the final settlement factor.

  77. CEO Pay Ratio

    CEO Pay Ratio Pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), certain U.S. public companies must disclose the ratio of the CEO’s annual total compensation to the median annual total compensation of all employees (excluding the CEO). We identified our current median employee as of December 21, 2024 using the consistently applied compensation measure determined by calculating the sum of 2024 annual base salary and actual cash bonus paid to each employee, including any overtime pay. In making this determination we annualized bonus, base salary, and any overtime pay for employees that were not employed for the entirety of 2024. We determined that the amount of the annual total compensation of our median employee for 2024 was $190,364. This amount represents the total compensation that would have been reported in the Summary Compensation Table in accordance with the requirements of Item 402(c)(x) of Regulation S-K for the median employee if the employee had been an NEO for fiscal year 2024. We then determined that the amount of our CEO’s annual total compensation for 2024 was $12,240,662, which represents the amount reported for our CEO in the “Total” column of the 2024 Summary Compensation Table.

  78. CEO Pay Ratio

    | Name and Principal Position | Year | Salary | Stock Awards(1) | Non-Equity Incentive Plan Compensation(2) | Change In Pension Value and Non-Qualified Deferred Compensation Earnings(3) | All Other Compensation(4) | Total | | Herbert S. Vogel | 2024 | $853,989 | $5,499,984 | $5,398,471 | $319,552 | $168,666 | $12,240,662 | | President, Chief Executive Officer and Director | | | | | | | | | Median Employee | 2024 | $132,005 | $14,844 | $29,640 | $— | $13,875 | $190,364 |

  79. CEO Pay Ratio

    (1) The amounts in this column represent the aggregate grant date fair values of PSU and RSU awards computed in accordance with FASB ASC Topic 718. These grant date fair values have been determined in accordance with Note 1 to the Summary Compensation Table set forth above. (2) The amounts in this column represent (i) the cash bonuses paid in 2025, but earned during 2024, under the STIP, and (ii) the payout of the performance-based cash awards granted in 2021 and paid in 2024. (3) The amounts shown in this column are attributable to the increase, if any, in the actuarial value of each individual’s combined benefits under our qualified and non-qualified benefit plans determined using interest rate and mortality assumptions consistent with those used in our financial statements. Neither individual received preferential or above market earnings on deferred compensation. (4) Amounts consist of our respective contributions to our 401(k) Profit Sharing Plan, contributions to our Non-Qualified Deferred Compensation Plan, and any anniversary gift cards. Based on the foregoing, for 2024, the ratio of the annual total compensation of our CEO to the annual total compensation for our median employee is 64:1. This pay ratio is a reasonable estimate, calculated in a manner consistent with SEC rules and based on our payroll and employment records. As noted above under the heading “Section 1 - Preliminary Note About This Year’s Summary Compensation Table” and immediately prior to the SCT, the total compensation for our CEO, as required by SEC rules, reflects both the grant date fair value of our CEO’s 2024 LTIP awards (inclusive of RSUs and PSUs), as well as the settlement value of the 2021 performance-based cash awards that were granted in lieu of PSUs in 2021. Conversely, because our median employee did not receive a performance-based cash award in 2021 (the median employee’s 2021 LTIP grant did not include a performance-based component), the total compensation for our median employee does not include 2021 performance-based cash awards. We believe it is important to note this distinction, as the increase in CEO pay ratio between 2024 and 2022 is largely attributable to the fact that, for our CEO, both 2024 LTIP awards as well as the settlement of the 2021 performance-based cash awards are accounted for in the calculation; whereas, for our median employee, there is no corresponding performance-based cash item due to the median employee’s 2021 LTIP grant having been made exclusively in the form of time-based cash vesting. Given the Compensation Committee’s decision to return to awarding PSUs in 2022 (for which grant date fair value was disclosed in the Company’s 2023 Proxy Statement), we would expect the CEO Pay Ratio in our 2026 Proxy Statement to revert to a ratio more consistent with our 2023 Proxy Statement, which is the last proxy statement in which RSUs and PSUs (rather than performance-based cash) were awarded to our NEOs.

  80. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid (“CAP”) (as defined by SEC rules) and certain financial performance of the Company. The Compensation Committee did not consider the pay versus performance disclosure when making its incentive compensation decisions. For further information about how we align executive compensation with the Company’s performance, see “Compensation Discussion and Analysis” above. The amounts in the table below are calculated in accordance with SEC rules and do not represent amounts actually earned or realized by NEOs.

  81. Pay Versus Performance

    | Pay Versus Performance | | | | | | | | | | | | | Herbert S. Vogel | | Javan D. Ottoson | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year (1) | Summary Compensation Table Total for PEO | Compensation Actually Paid to PEO (2) | Summary Compensation Table Total for PEO | Compensation Actually Paid to PEO (2) | Average Summary Compensation Table Total for Non-PEO NEOs | Average Compensation Actually Paid to Non-PEO NEOs (2) | Total Shareholder Return | Peer Group Total Shareholder Return (3) | Net Income (Loss) | Adjusted Free Cash Flow (4) | | | | | | | | | | | (in thousands) | | | 2024 | $12,240,662 | $11,928,971 | $— | $— | $3,516,638 | $3,473,519 | $362.02 | $156.18 | $770,293 | $305,989 | | 2023 | $11,060,630 | $12,463,744 | $— | $— | $2,891,619 | $3,247,712 | $354.89 | $163.02 | $817,880 | $285,403 | | 2022 | $6,733,036 | $11,113,208 | $— | $— | $2,083,619 | $3,751,637 | $313.93 | $161.56 | $1,111,952 | $804,025 | | 2021 | $4,295,321 | $14,520,242 | $— | $— | $1,639,759 | $5,005,015 | $263.18 | $105.95 | $36,229 | $482,538 | | 2020 | $2,325,154 | $(320,679) | $1,879,774 | $(6,639,951) | $1,132,654 | $(27,157) | $54.57 | $63.98 | $(764,614) | $240,883 |

  82. Pay Versus Performance

    ____________________________ (1) Our principal executive officer (“PEO”), Herbert S. Vogel, succeeded Javan D. Ottoson as Chief Executive Officer in November of 2020. The remaining NEOs (“Non-PEO NEOs”) for each year presented above consisted of the following: •2024: A. Wade Pursell, Elizabeth A. McDonald, James B. Lebeck, Kenneth J. Knott •2023: A. Wade Pursell, James B. Lebeck, Kenneth J. Knott, Mary Ellen Lutey •2022 and 2021: A. Wade Pursell, David W. Copeland, Mary Ellen Lutey, Lehman E. Newton, III •2020: A. Wade Pursell, David W. Copeland, Mary Ellen Lutey, Kenneth J. Knott (2) See “Adjustments to Determine Compensation Actually Paid” table below for additional detail. (3) The peer group used for comparison of cumulative total shareholder return is the Dow Jones Exploration and Production Index - DJUSOS. (4) We deemed adjusted free cash flow to be the most important financial performance measure used to link Company performance to compensation actually paid to our PEO and non-PEO NEOs for all years presented. See “Performance Measure” table below for additional detail. The following table sets forth the adjustments made during each year presented in the Pay Versus Performance table to arrive at compensation actually paid to our PEO and non-PEO NEOs:

  83. Pay Versus Performance

    | Adjustments to Determine Compensation Actually Paid | | | | | | | | | | | | | | 2024 | | 2023 | | 2022 | | 2021 | | 2020 | | | | | PEO (Herbert S. Vogel) | Average for Non-PEO NEOs | PEO (Herbert S. Vogel) | Average for Non-PEO NEOs | PEO (Herbert S. Vogel) | Average for Non-PEO NEOs | PEO (Herbert S. Vogel) | Average for Non-PEO NEOs | PEO (Herbert S. Vogel) | PEO (Javan D. Ottoson) | Average for Non-PEO NEOs | | Total Compensation as reported in SCT | $12,240,662 | $3,516,638 | $11,060,630 | $2,891,619 | $6,733,036 | $2,083,619 | $4,295,321 | $1,639,759 | $2,325,154 | $1,879,774 | $1,132,654 | | Deduction of “Change in Pension Value and Nonqualified Deferred Compensation Earnings” reported in SCT | (319,552) | (71,716) | (295,736) | (65,794) | (188,143) | (23,199) | (245,600) | (93,022) | (170,465) | (321,131) | (154,328) | | Service cost for pension plans | 130,499 | 33,544 | 128,937 | 45,633 | 107,434 | 61,727 | 103,247 | 59,304 | 82,313 | 144,709 | 63,939 | | Deduction of “Stock Awards” reported in SCT | (5,499,984) | (1,800,007) | (4,999,989) | (1,312,508) | (4,500,021) | (1,174,993) | (1,600,013) | (537,496) | (1,179,998) | — | (254,687) | | Fair value of awards granted during year, unvested as of year-end | 5,263,498 | 1,728,295 | 6,486,117 | 1,668,271 | 5,205,221 | 1,332,750 | 1,849,015 | 621,144 | 1,207,623 | — | 260,649 | | Change in fair value of awards granted in prior years that were outstanding and unvested as of year-end | (430,307) | (28,344) | 399,804 | 83,338 | 575,601 | 151,575 | 7,337,985 | 2,397,458 | (1,360,713) | — | (581,562) | | Change in fair value of awards granted in prior years that vested during the year | 544,155 | 95,109 | (316,019) | (62,847) | 3,180,080 | 1,320,158 | 2,780,287 | 917,868 | (1,224,593) | (2,576,757) | (493,822) | | Deduction of fair value as of prior year-end of awards forfeited during the year | — | — | — | — | — | — | — | — | — | (5,766,546) | — | | Compensation Actually Paid | $11,928,971 | $3,473,519 | $12,463,744 | $3,247,712 | $11,113,208 | $3,751,637 | $14,520,242 | $5,005,015 | $(320,679) | $(6,639,951) | $(27,157) |

  84. Pay Versus Performance

    Unvested equity awards presented in the table above are computed in accordance with FASB ASC Topic 718. The following is an unranked list of the most important performance measures that link compensation actually paid to our PEO and non-PEO NEOs to Company performance. See the CD&A section above for additional discussion of why we think these measures are important.

  85. Pay Versus Performance

    | Performance Measure | Description | | Adjusted Free Cash Flow | Net cash provided by (used in) operating activities less capital expenditures, less budgeted stockholder returns actually paid in the period. | | Relative TSR | Measurement of the compounded annual growth rate of the Company’s TSR compared to that of the applicable peer group. | | Adjusted EBITDAX | Adjusted EBITDAX represents net income (loss) before interest expense, interest income, income taxes, depletion, depreciation, amortization and asset retirement obligation liability accretion expense, exploration expense, property abandonment and impairment expense, non-cash stock-based compensation expense, derivative gains and losses net of settlements, gains and losses on divestitures, gains and losses on extinguishment of debt, and certain other items. |

  86. Pay Versus Performance

    In accordance with Item 402(v) of Regulation S-K, we are providing the following charts depicting the relationships between compensation actually paid to the PEO and non-PEO NEOs, and the following financial performance metrics: adjusted free cash flow, TSR, and net income (loss). The graph presenting TSR includes a comparison of the Company’s TSR to the peer group TSR. As described in greater detail in the CD&A, we utilize multiple performance measures to align executive compensation with annual and long-term performance, and all of those measures are not presented in the following charts.

  87. Pay Versus Performance

    | PROPOSAL 2—ADVISORY VOTE ON EXECUTIVE COMPENSATION |

  88. Pay Versus Performance

    Our stockholders are entitled to cast an advisory vote at the Annual Meeting to approve the compensation of our named executive officers, as disclosed in this Proxy Statement. As an advisory vote, this Proposal 2 is not binding on our Board or the Compensation Committee, will not overrule any decisions made by our Board or the Compensation Committee, and will not require our Board or the Compensation Committee to take any action. Although the vote is non-binding, the Compensation Committee will take into account the outcome of the vote when considering future executive compensation decisions and executive compensation program design. In particular, to the extent there is any significant vote against our named executive officers’ compensation as disclosed in this Proxy Statement, we will consider our stockholders’ concerns and the Compensation Committee will evaluate whether any actions are necessary to address those concerns. As described in the CD&A, our executive compensation programs are designed to provide a competitive level of compensation necessary to attract, motivate and retain talented and experienced executives and to incentivize them to achieve short-term and long-term corporate goals that enhance stockholder value. In order to align executive pay with both our financial performance and the creation of sustainable stockholder value, a significant portion of our named executive officers’ compensation is allocated to performance-based short-term and long-term incentive programs that are dependent on our performance (and thereby “at-risk”). In addition, as an executive officer’s responsibility and ability to affect our financial results increases, the portion of his or her total compensation deemed “at-risk” increases in relation to base salary. Furthermore, our NEOs’ targeted total direct compensation (base salary plus target cash bonus plus long-term incentive compensation) is generally designed to approximate the median of our peer group. As discussed in greater detail in the CD&A, during 2024 we achieved all of our strategic objectives and delivered record results on multiple fronts. We achieved record oil production (up 20 percent from 2023) and record year-end estimated net proved reserves (up 12 percent from 2023). Further, we increased gross drilling inventory locations by approximately 40 percent, primarily driven by the Uinta Basin acquisition, organic growth in the Permian Woodford-Barnett, and continued expansion of the Austin Chalk. We also reduced the balance on our revolving credit facility by $121.5 million, from $190 million at October 1, 2024 (the closing date of the Uinta Basin Acquisition), to $68.5 million at year-end-2024, and we continued to return capital to our stockholders by paying record dividends totaling approximately $85 million and repurchasing approximately $84 million of our common stock. Our STIP measures and rewards annual performance using metrics that we believe are the key drivers of long-term stockholder value creation. Upon evaluation of our performance with respect to the six quantitative and one qualitative metrics that are described in greater detail in the CD&A, the Compensation Committee applied a 1.31 times multiplier to our NEOs’ target cash bonus awards. With respect to the 2021-2024 LTIP performance period, we exceeded the maximum performance level (which capped payout) for the free cash flow generation, leverage ratio and absolute TSR performance metrics and performed slightly below target with respect to the sustainability performance metric, which resulted in a PSU multiplier of 1.69 times. Over a five year period, our average LTIP multiplier is 1.48 times, and over a ten year period is 0.86 times, reflecting the rigorous nature of our LTIP. As you consider this Proposal 2, we urge you to read the CD&A, which more thoroughly discusses how our compensation policies and procedures are designed to reflect and implement our compensation philosophy. The Compensation Committee and the Board believe that these policies and procedures are effective in implementing our compensation philosophy and in achieving our goals, and significantly align the interests of our management with those of our stockholders. In light of these circumstances, we are asking stockholders to vote “FOR” the following resolution: “RESOLVED, that the stockholders approve, on an advisory basis, the compensation philosophy, policies and procedures and the compensation of the named executive officers as disclosed in the Proxy Statement for SM Energy Company’s 2025 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including under the “Compensation Discussion and Analysis” section, and in the Summary Compensation Table and the other related tables and disclosures in the Proxy Statement.”

  89. Pay Versus Performance

    | ☑ | Our Board recommends voting “FOR” the advisory vote to approve named executive officer compensation. |

  90. Pay Versus Performance

    | DIRECTOR COMPENSATION |

  91. 2024 Non-Employee Director Compensation

    2024 Non-Employee Director Compensation

  92. 2024 Non-Employee Director Compensation

    | Name | Fees Earned or Paid in Cash | Stock Awards(2)(3)(4) | Option Awards(5) | Non-Equity Incentive Plan Compensation | Change in Pension Value and Non-Qualified Deferred Compensation Earnings | All Other Compensation(6) | Total | | Carla J. Bailo | $110,000 | $185,031 | $— | $— | $— | $— | $295,031 | | Stephen R. Brand | $95,000 | $185,031 | $— | $— | $— | $25,000 | $305,031 | | Barton R. Brookman(1) | $— | $352,742 | $— | $— | $— | $— | $352,742 | | Ramiro G. Peru | $120,000 | $185,031 | $— | $— | $— | $22,718 | $327,749 | | Anita M. Powers | $95,000 | $185,031 | $— | $— | $— | $— | $280,031 | | Julio M. Quintana | $95,000 | $325,078 | $— | $— | $— | $8,867 | $428,945 | | Rose M. Robeson | $115,000 | $185,031 | $— | $— | $— | $— | $300,031 | | William D. Sullivan | $95,000 | $185,031 | $— | $— | $— | $5,000 | $285,031 | | Ashwin Venkatraman(1) | $46,456 | $90,465 | $— | $— | $— | $— | $136,921 |

  93. 2024 Non-Employee Director Compensation

    ____________________________ (1) Barton R. Brookman joined the Board on February 16, 2024, and received an initial grant of 1,839 shares of common stock of the Company. Ashwin Venkatraman joined the Board on November 26, 2024, and received an initial grant of 2,027 shares of common stock of the Company. The shares became unrestricted on December 31, 2024. The value of the stock awards represents the grant date fair value. (2) The Company issued to Ms. Bailo, Mr. Brand, Mr. Brookman, Mr. Peru, Ms. Powers, Mr. Quintana, Ms. Robeson and Mr. Sullivan their respective equity retainer of 3,850 shares of our common stock on May 24, 2024, after each such director’s election to the Board on May 24, 2024. Mr. Brookman elected to receive his 2024 cash retainer in shares of the Company’s common stock, which resulted in a grant on May 24, 2024, of 1,977 additional shares of the Company’s common stock under the Company’s Equity Plan. The Company issued to Mr. Quintana an additional 2,914 shares of the Company’s common stock on May 24, 2024, for serving as the non-executive Chairman of the Board. These stock awards are for the annual service period from May 24, 2024, through May 22, 2025. The shares became unrestricted on December 31, 2024. The value of the stock awards represents the grant date fair value. (3) The grant date fair value of each share of our common stock issued to non-employee directors over their past year of service to us is set forth in the following table and is computed in accordance with FASB ASC Topic 718, based on the grant date fair value. There were no forfeitures by directors during fiscal year 2024.

  94. 2024 Non-Employee Director Compensation

    | Grant Date | Shares | Value | Grantee | | 11/26/2024 | 2,027 | $90,465 | Venkatraman | | 5/24/2024 | 3,850 | $185,031 | Bailo, Brand, Peru, Powers, Robeson, Sullivan | | 5/24/2024 | 5,827 | $280,046 | Brookman | | 5/24/2024 | 6,764 | $325,078 | Quintana | | 2/16/2024 | 1,839 | $72,696 | Brookman |

  95. 2024 Non-Employee Director Compensation

    (4) As of December 31, 2024, the restrictions on the shares granted to our non-employee directors during 2024 expired. (5) For the year ended December 31, 2024, no stock options were issued to directors, nor have any stock options been issued to the directors since December 2004. As of December 31, 2024, the non-employee directors do not hold any outstanding stock options. (6) The amounts in this column represent matching charitable contributions made on the behalf of Messrs. Brand, Peru, Quintana, and Sullivan for the year 2024 under our matching charitable gift program.