DEF 14A of Comstock Resources Inc
Filed Apr 29, 2024 · FY20230000950170-24-049932
Election of Directors (Proposal 1 – Page 8)
Election of Directors (Proposal 1 – Page 8) You will find important information about the qualifications and experience of each of the five director nominees that you are being asked to re-elect under Proposal 1 beginning on page 8 of the proxy statement. The corporate governance/nominating committee, in its annual review of director nominees, has determined that our nominees have the skills, experience and qualifications necessary to effectively oversee the management of the Company, and that they have integrity, proven leadership and a commitment to the financial and strategic success of the Company.
Director Nominees
Director Nominees The corporate governance/nominating committee has recommended, and the Board has nominated, the following for election as directors. If any director nominee is unable or unwilling for good cause to serve as a nominee at the time of the Annual Meeting, the persons named as proxies may vote either (1) for a substitute nominee designated by the present Board to fill the vacancy, or (2) for the balance of the nominees, leaving a vacancy. Alternatively, the Board may reduce the size of the Board. The Board has no reason to believe that any of the nominees will be unwilling or unable to serve if elected as a director. Biographical information concerning the current directors standing for re-election appears below.
Director Nominees
| M. Jay Allison | | Director, Chairman of the Board of Directors and Chief Executive Officer |
Director Nominees
Mr. Allison, age 68, has been our Chief Executive Officer since 1988. Mr. Allison was elected Chairman of the Board in 1997 and has been a director on our Board since 1987. From 1988 to 2013, Mr. Allison served as our President. From 1981 to 1987, he was a practicing oil and gas attorney with the firm of Lynch, Chappell & Alsup in Midland, Texas. Mr. Allison has over 35 years of executive leadership experience in the oil and gas industry. Mr. Allison combines his educational background in business and in commercial law, along with his entrepreneurial spirit, his driven work ethic and extensive knowledge of the oil and gas industry, to pursue disciplined investments intended to enhance stockholder value.
Director Nominees
| Roland O. Burns | | Director, President, Chief Financial Officer and Secretary |
Director Nominees
Mr. Burns, age 64, has been our President since 2013, Chief Financial Officer since 1990, Secretary since 1991 and a director on our Board since 1999. Mr. Burns served as our Senior Vice President from 1994 to 2013 and Treasurer from 1990 to 2013. From 1982 to 1990, Mr. Burns was employed by the public accounting firm, Arthur Andersen. During his tenure with Arthur Andersen, Mr. Burns worked primarily in the firm's oil and gas audit practice. Mr. Burns is an experienced financial executive with extensive knowledge and experience in financial reporting, internal controls in the oil and gas industry, treasury and risk management, mergers and acquisitions, and regulatory compliance. Mr. Burns works with Mr. Allison to evaluate and consider business development opportunities and financing proposals. Mr. Burns, who is our principal contact with investors and investment bankers, updates the Board on trends in the capital markets, including the availability of debt and equity financing and transactional activity in the oil and gas industry.
Director Nominees
| Elizabeth B. Davis, PhD | | Director |
Director Nominees
Dr. Davis, age 61, has served as a director on our Board since 2014. Dr. Davis is currently the President of Furman University, a position she has held since 2014. Dr. Davis was the Executive Vice President and provost for Baylor University from 2010 until 2014 and served as Interim Provost from 2008 to 2010. Prior to her appointment as Provost, she was a professor of accounting in the Hankamer School of Business at Baylor University where she also served as associate dean for undergraduate programs and as acting chair for the Department of Accounting and Business Law. Prior to joining Baylor University, she worked for the public accounting firm Arthur Andersen from 1984 to 1987. Dr. Davis brings to the Board executive experience from her leadership roles in higher education as well as expertise in finance and accounting from her teaching and research experiences.
Director Nominees
| Morris E. Foster | | Director |
Director Nominees
Morris E. Foster, age 81, has served as a director on our Board since 2017. Mr. Foster retired in 2008 as Vice President of ExxonMobil Corporation and President of ExxonMobil Production Company following more than 40 years of service with the ExxonMobil group. Mr. Foster served in a number of engineering and management roles domestically as well as in the United Kingdom and Malaysia prior to his appointment in 1995 as a Senior Vice President in charge of the upstream business of Exxon Company, USA. In 1998, Mr. Foster was appointed President of Exxon Upstream Development Company, and following the merger of Exxon and Mobil in 1999, he was named to the position of President of ExxonMobil Development Company. In 2004, Mr. Foster was named President of Exxon Mobil Production Company, the division responsible for ExxonMobil's upstream oil and gas exploration and production business, and a Vice President of ExxonMobil Corporation. Mr. Foster currently serves as Chairman of Stagecoach Properties Inc., a real estate holding corporation with properties in Salado, Houston and College Station, Texas and Carmel, California and as a member of the Board of Regents of Texas A&M University. In addition, Mr. Foster currently serves on the board of directors of Scott & White Medical Institute. Mr. Foster brings to the Board extensive executive management experience in the oil and gas industry. He additionally brings his substantial experience in international operations and mergers and acquisitions gained from his career at one of the world's largest companies.
Director Nominees
| Jim L. Turner | | Lead Director |
Director Nominees
Mr. Turner, age 78, has served as a director on our Board since 2014 and has served as our Lead Director since 2021. Mr. Turner currently serves as Chairman of Turner Holdings, LLC and Chief Executive Officer of JLT Automotive, Inc. Mr. Turner served as President and Chief Executive Officer of Dr. Pepper/Seven Up Bottling Group, Inc. from its formation in 1999 through 2005, when he sold his interest in that company. Prior to that, Mr. Turner served as owner/Chairman of the Board and Chief Executive Officer of the Turner Beverage Group, the largest privately owned independent bottler in the United States. He is past-chairman and currently serves on the board of trustees of Baylor Scott and White Health, the largest not-for-profit healthcare system in the State of Texas, where he also serves as Chairman of the Finance Committee and as a member of the Executive Committee. He is a director of Crown Holdings, where he also serves as Chairman of the Compensation Committee and as a member of the Nominating and Governance committee. He is on the Board of Directors of INSURICA, a full service insurance agency. Mr. Turner is former Chairman of Dean Foods Company, where he also served as Chairman of the Compensation Committee. Mr. Turner brings his extensive business experience as chairman and chief executive officer of a large corporation to the Board. Mr. Turner has valuable experience in business development, finance and mergers and acquisitions. Mr. Turner's service as a director of other publicly held companies, including his service as the chairman of the Board and chairman of the compensation committee, provides substantial experience and insight to our Board.
Director Compensation
Director Compensation The compensation program for members of the Board who are not employed by us or any of our subsidiaries ("non-employee directors") has been developed by the compensation committee after consideration of the recommendations and competitive market data provided by its independent compensation consultant. In setting non-employee director compensation, the compensation committee considers the significant amount of time that our directors spend satisfying their duties to the Company and our stockholders, as well as the skill level required by our directors. Employee directors receive no additional compensation for serving on our Board. During 2023, non-employee directors received an annual retainer of $83,000 and an annual equity grant with a value of $175,000 and the committee chairman received an additional annual retainer of $31,500, $20,750 and $13,750 for the audit, compensation and corporate governance/nominating committees, respectively. The Lead Director also received an additional $37,000 annual retainer in 2023. The following table sets forth the compensation of our non-employee directors for services during 2023:
Director Compensation
| Director | Fees Earned or Paid in Cash | Stock Awards(1)(2) | Total | | Elizabeth B. Davis | $114,500 | $175,000 | $289,500 | | Morris E. Foster | $96,750 | $175,000 | $271,750 | | Jim L. Turner | $140,750 | $175,000 | $315,750 |
Director Compensation
(1) Represents the grant date fair value of an award of 17,857 restricted shares granted to each non-employee director on June 6, 2023 as determined in accordance with applicable accounting rules. For the assumptions used by the Company to value equity awards granted in 2023, see Note 8 (“Stock-Based Compensation”) to the Consolidated Financial Statements in the Company's Annual Report on Form 10-K filed with the SEC on February 16, 2024. These awards will vest on June 5, 2024. (2) The aggregate number of outstanding restricted shares held by each non-employee director as of December 31, 2023 is set forth below. No non-employee director held any other equity awards as of that date.
Director Compensation
| Director | Number of Outstanding and Unvested Restricted Shares as of 12/31/23 | | Elizabeth B. Davis | 17,857 | | Morris E. Foster | 17,857 | | Jim L. Turner | 17,857 |
Director Compensation
| PROPOSAL 2 | TO RATIFY THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2024 |
Director Compensation
Ernst & Young LLP ("EY") has served as the Company's independent registered public accountants since 2003. The audit committee has appointed EY as independent registered public accountants for the Company for 2024, subject to the ratification of such appointment by the stockholders. A vote will be held on a proposal to ratify this appointment at the Annual Meeting. While there is no legal requirement that this proposal be submitted to stockholders, the Board believes that the selection of independent registered public accountants to audit the financial statements of the Company is of sufficient importance to seek stockholder ratification. In the event a majority of the votes cast is not voted in favor of the ratification of the appointment of EY, the audit committee will reconsider the appointment. Even if the selection is ratified, the audit committee, in its discretion, may elect a different independent registered public accounting firm at any time if the audit committee determines that such a change would be in the best interests of the Company and stockholders. It is expected that representatives of EY will be present at the Annual Meeting and will be available to answer appropriate questions pertaining to the Report of Independent Registered Public Accounting Firm contained in the financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023. These representatives will have the opportunity to make a statement if they desire. The fees billed by EY for services rendered for 2023 and 2022 are set out on page 20 of this proxy statement. The Board recommends that stockholders vote "FOR" the ratification of this appointment.
Compensation Peer Group
Compensation Peer Group The compensation committee assessed the market competitiveness of the compensation of our NEOs against our compensation peer group. To supplement this assessment, the compensation committee also evaluated our executive officers' compensation against competitive market data derived from the 2023 North America Oil and Gas Exploration & Production Compensation Survey, administered by Meridian. In using this survey data, the compensation committee does not focus on any particular companies in the survey (other than the peer companies listed below). The compensation committee reviews market data for each element of compensation, as well as information regarding the incentive plan designs and pay practices among a selected peer group of companies. In general, the compensation committee uses this data as background information for its compensation decisions and does not "benchmark" compensation at any particular level relative to the peer companies. Selection criteria utilized to evaluate the companies selected for the peer group include: scope of operations; financial and operational metrics; and the availability of market compensation data. The compensation committee reviews the composition of the peer group annually and may consider modifications resulting from business combinations, changes in our strategy, asset sales or other types of transactions that cause peer companies to no longer exist or to no longer be comparable. Based on the foregoing criteria, the compensation committee approved the following compensation peer group for 2023:
Compensation Peer Group
| Antero Resources Corporation | EQT Corporation | Range Resources Corporation | | Callon Petroleum Company | Gulfport Energy Corporation | SM Energy Company | | Chesapeake Energy Corporation | Matador Resources Company | Southwestern Energy Company | | CNX Resources Corporation | PDC Energy, Inc. | Chord Energy Corporation | | Coterra Energy Inc. | | |
Determination of Annual Incentives
Determination of Annual Incentives Annual cash bonuses are designed to promote achievement of our business objectives of increasing stockholder value based on the achievement of financial, strategic and operational objectives during the fiscal year. Our executive officers, including the NEOs, participate in our annual incentive plan. Under the annual incentive plan, each NEO is provided an annual target bonus opportunity expressed as a percentage of their base salary, taking into account the position and scope of responsibilities of each executive as well as market compensation data. The compensation committee reviewed the bonus target percentages and values for each of the executives and kept them consistent with the prior year. Accordingly, the compensation committee approved the following annual target bonus opportunities for 2023 for the NEOs:
Determination of Annual Incentives
| Executive | Threshold (50% of Target) | Target | Maximum (200% of Target) | | | (Percentage of Annual Base Salary) | | | | M. Jay Allison, Chief Executive Officer | 60% | 120% | 240% | | Roland O. Burns, President and Chief Financial Officer | 50% | 100% | 200% | | Daniel S. Harrison, Chief Operating Officer | 45% | 90% | 180% | | Clifford D. Newell, Chief Commercial Officer | 35% | 70% | 140% | | Daniel K. Presley, Vice President of Accounting | 35% | 70% | 140% |
Determination of Annual Incentives
Each NEO had the opportunity to earn cash bonus awards within a range of 0% to a maximum of 200% of the NEO's target bonus opportunity, based on the Company's performance relative to predetermined performance measures and goal levels. For 2023, performance measures, weighting of each performance measure and goal levels were as follows:
Determination of Annual Incentives
| | Weighting | Threshold | Target | Maximum | | Return on Average Equity | 15% | 5% | 10% | 15% | | EBITDAX | 15% | > $800 million | > $1 billion | > $1.2 billion | | Leverage Maintenance | 15% | > 2.7x | > 2.4x | > 2.1x | | Well Cost Efficiency (per completed lateral foot) | 10% | < $1,675 | < $1,575 | < $1,375 | | Full Cycle Return (EBITDAX margin per Mcfe / finding costs per Mcfe) | 15% | 1.5x | 2x | 2.5x | | Reserve Replacement % (reserves added / production) | 15% | 75% | 110% | 180% | | Other Key Objectives | 15% | | | | | * TSR Relative to Peer Group | | | | | | * Environmental Initiatives | | | | | | * Risk Management | | | | | | * Safety Record | | | | | | * Execution of Strategic Plan | | | | |
Determination of Annual Incentives
The determination of each NEO's 2023 cash bonus payout for each performance measure was based on the following formula:
Determination of Annual Incentives
| Annual Target Bonus AmountX | Percent of Target Earned By Performance MeasureX | Performance Measure Weight | = | Cash Bonus Earned | | (% of Base Salary) | (0 - 200%) | (10% or 15%) | | (Capped at 200% of Target) |
Determination of Annual Incentives
For each metric, performance at the threshold level results in a 50% payout, performance at the target level results in a 100% payout, and performance at or above the maximum level results in a 200% payout. For performance between the threshold, target and maximum goal levels, the percentage of target bonus earned was determined using straight-line interpolation. If achieved performance for a performance measure was below the threshold goal level, no cash bonus was earned for that performance measure. The Company's achievement of the defined performance goals in 2023 was as follows:
Determination of Annual Incentives
| | Achievement | % of Target Earned | | Return on Average Equity | 6% | 57% | | EBITDAX (1) | $928 million | 82% | | Leverage Maintenance | 2.9x | 0% | | Well Cost Efficiency (per completed lateral foot) | $1,543 | 116% | | Full Cycle Return | 0.6x | 0% | | Reserve Replacement (reserves added / production) | 109% | 99% | | Other Key Objectives | 4 of the 5 | 100% | | | objectives were achieved | |
Determination of Annual Incentives
(1) We define EBITDAX as net income before interest, income taxes and certain non-cash items, including depreciation, depletion and amortization expense, exploration expense and unrealized gains or losses from derivative financial instruments. The following table presents our reconciliation of EBITDAX to the GAAP financial measure of net income:
Determination of Annual Incentives
| | Year Ended December 31, 2023 | | | (in thousands) | | Net income | $211,894 | | Interest expense | 169,018 | | Income taxes | 35,095 | | Depreciation, depletion, and amortization | 607,908 | | Exploration | 1,775 | | Unrealized gain from derivative financial instruments | (107,311) | | Stock-based compensation | 9,867 | | Gain on sale of assets | (125) | | EBITDAX | $928,121 |
Determination of Annual Incentives
The compensation committee evaluated the achievement of other key objectives for plan year 2023 as listed in the table above. Execution of the strategic plan, strong risk management, a continued record of safety and low greenhouse gas emissions were the major factors that drove the compensation committee's determination. Based on the achievement relative to the performance measures and goals set for 2023, the NEOs earned payouts of 62% of their target bonus opportunity.
Determination of Long-term Incentive Awards
Determination of Long-term Incentive Awards Each year, we grant LTI awards to our NEOs to align the interests of our NEOs with the interests of our stockholders, provide competitive total compensation opportunities and support the attraction and retention of key talent. Long-term incentive awards are governed under the terms of the Company's 2019 Long-term Incentive Plan (the "2019 Plan"). The compensation committee approved NEOs' 2023 target LTI award values taking into account market competitive data, individual performance and the roles and responsibilities of each NEO. 2023 Restricted Stock Awards. In 2023, the committee approved grants of restricted shares for the NEOs as follows:
Determination of Long-term Incentive Awards
| Executive | Restricted Stock Awards | | | | (Shares) | (Grant Date Fair Value) | | M. Jay Allison, Chief Executive Officer | 273,537 | $2,680,663 | | Roland O. Burns, President and Chief Financial Officer | 186,052 | $1,823,310 | | Daniel S. Harrison, Chief Operating Officer | 51,020 | $499,996 | | Clifford D. Newell, Chief Commercial Officer | 20,204 | $197,999 | | Daniel K. Presley, Vice President of Accounting | 13,444 | $131,751 |
Determination of Long-term Incentive Awards
Each of these grants vests ratably over a three year period, provided that the NEO is employed through each vesting date. Upon each vesting date, one-third of the NEO's restricted stock award will become free of any restrictions. Generally, if a NEO should terminate employment prior to a vesting date, any remaining unvested restricted shares would be forfeited. 2023 PSUs. In 2023, the committee approved a grant of PSUs for the NEOs as follows:
Determination of Long-term Incentive Awards
| Executive | PSU Awards | | | | (Units) | (Grant Date Fair Value) | | M. Jay Allison, Chief Executive Officer | 134,694 | $1,837,226 | | Roland O. Burns, President and Chief Financial Officer | 91,837 | $1,252,657 | | Daniel S. Harrison, Chief Operating Officer | 51,020 | $695,913 | | Clifford D. Newell, Chief Commercial Officer | 20,204 | $275,583 | | Daniel K. Presley, Vice President of Accounting | 13,444 | $183,376 |
Determination of Long-term Incentive Awards
The number of PSUs earned is based on the Company's TSR relative to a peer group over a three year performance period that began June 6, 2023 and will end June 5, 2026 as shown in the table below:
Determination of Long-term Incentive Awards
| Level of Performance | Relative TSR Performance Over Specified Performance Period | # of Earned PSUs | | Maximum | 90th Percentile of Peer Group | 200% of Target | | Target | 50th Percentile of Peer Group | 100% of Target | | Threshold | 20th Percentile of Peer Group | 50% of Target | | Below Threshold | Below 20th Percentile of Peer Group | 0% of Target |
Determination of Long-term Incentive Awards
The committee approved the following natural gas producer peer and index group to measure the Company's TSR performance:
Determination of Long-term Incentive Awards
| Antero Resources Corporation | EQT Corporation | Silverbow Resources, Inc. | | Chesapeake Energy Corporation | Range Resources Corporation | Southwestern Energy Company | | CNX Resources Corporation | SPDR S&P Oil and Gas | | | Coterra Energy, Inc. | Exploration & Production ETF | |
Determination of Long-term Incentive Awards
For performance that falls between threshold and target or between target and maximum, the number of PSUs earned is determined through interpolation. In the event that TSR is negative, the percentage of the target number of PSUs earned is limited to 100% of the target award. If performance is below the threshold level, no PSUs will be earned. The number of PSUs earned at the end of a performance period will be settled in a like number of shares of our common stock. Generally, an NEO also must remain employed with us through the end of the performance period for any PSUs to be earned so that the PSUs provide an additional retention incentive as well as an incentive to create value for our stockholders. Payout of 2020 PSUs. In 2020, the compensation committee awarded PSUs to each 2020 NEO that would be earned based on the Company's relative TSR over a three-year performance period that ended during 2023. These PSUs vested at 125% of target due to the Company's TSR of 84%, which placed it in the 60th percentile of the peer group used to measure TSR performance during the performance period for the awards. The peer group and other terms of these awards are disclosed in the Company's proxy statement filed in 2021.
Other Benefits
Other Benefits Our executive officers receive medical, group life insurance and other benefits including matching contributions under our 401(k) plan that are available generally to all of our salaried employees over 21 years of age. We have no defined benefit retirement plans for any of our employees. As noted in the Summary Compensation Table below, we also make our corporate aircraft available to certain executive officers for personal use. We also have employment agreements with our CEO and our President that provide for these executives to receive certain prescribed benefits based upon an involuntary termination of their employment (with enhanced severance if such termination occurs in connection with a change in control). The compensation committee believes that it is in our best interests as well as the best interests of our stockholders to offer such benefits to these executive officers. We compete for executive talent in a highly competitive market in which companies routinely offer similar benefits to senior executives. The compensation committee believes that providing change in control benefits to senior executives allows them to evaluate objectively whether a potential change in control transaction is in the best interest of our stockholders, without having to be concerned regarding their future employment. It allows them to focus on the negotiations during such a transaction when we would require thoughtful leadership to ensure a successful outcome.
Compensation Risk Assessment
Compensation Risk Assessment The compensation committee reviewed the possible relationship between risk and our incentive compensation program for all employees. The compensation committee believes that our compensation policies and practices do not encourage excessive risk and are not reasonably likely to have a material adverse effect on the Company. The following design elements of our incentive compensation program are intended to mitigate excessive risk taking: (1) basing cash bonuses on the achievement of objective performance metrics that link directly into our business plan, (2) linking a significant portion of NEO total compensation to changes in our share price, which helps to align the interests of the NEOs with that of our stockholders, (3) basing PSU payouts on the Company TSR relative to a peer group, (4) striking an appropriate balance between short-term and long-term incentives to ensure that our NEOs maintain a balanced focus on both short-term financial objectives and long-term share shareholder value creation, (5) the vesting of restricted stock awards annually over three years, (6) stock ownership and retention requirements for our NEOs, (7) having maximum payout caps on incentive compensation and (8) having a clawback policy.
Clawback Provisions
Clawback Provisions In accordance with SEC and NYSE requirements, the compensation committee has adopted an Executive Compensation Clawback Policy (the "Clawback Policy"), which provides that in the event we are required to prepare an accounting restatement due to material noncompliance with the financial reporting requirements under federal securities laws and unless an exception applies, the Company will seek to recover incentive-based compensation awarded to current or former executives of the Company, including NEOs ("Covered Employees") based on the Company's attainment of a financial metric during the three-year period prior to the fiscal year in which the restatement occurs, to the extent such compensation exceeds the amount that would have been awarded based on the restated financial results. The Company also has a right of recoupment in the event of a Covered Employee's misconduct. "Misconduct" is defined in the Clawback Policy as including, but not limited to, a material breach of the Covered Employee's employment agreement; gross negligence or willful misconduct in the performance of the Covered Employee's duties; and breach of any fiduciary duty owed to the Company, including, without limitation, engaging in competitive acts while employed by the Company. In the event of a Covered Employee's misconduct, the Clawback Policy provides the Company with the right to recoup stock-based and other incentive compensation or severance compensation that the Covered Employee was awarded and paid within a specified time period and cause the forfeiture of such Covered Employee's outstanding incentive awards or severance compensation that has not yet become due or payable.
Summary Compensation Table
Summary Compensation Table The following table reflects the elements of compensation earned by, or awarded to, our NEOs under our executive compensation programs for the applicable year. Salary: Values shown represent the base salary earnings of the NEOs. Stock Awards: This column represents the grant date fair value of grants of restricted stock and PSUs. The Company did not grant stock options to the NEOs during any of the years covered by the table, and no NEO holds any outstanding stock options. Non-Equity Incentive Plan Compensation: This column represents the cash bonus earned under the Company's Annual Incentive Plan. Bonus: Values reflect the discretionary cash bonus earned by the NEO. Non-Qualified Deferred Compensation Earnings: This column reflects "above market" earnings on non-qualified deferred compensation plans. This is the difference between (i) actual earnings on the cash surrender values of universal life insurance policies owned by us insuring each executive under our Executive Life Insurance Plan, and (ii) market interest rates, as determined pursuant to the SEC's rules. All Other Compensation: This column represents the value of the additional benefits provided by us that include the employer match under our 401(k) plan, life insurance premiums paid by us for the benefit of certain executive officers and incremental costs incurred by the Company for personal use of our corporate aircraft by certain executives.
Summary Compensation Table
| Name and Principal Position | Year | Salary | Bonus (1) | Stock Awards(2) | Non-Equity Incentive Plan Compensation | Non-Qualified Deferred Compensation Earnings(3) | All Other Compensation(4) | Total | | M. Jay Allison | 2023 | $880,000 | $2,900,000 | $4,517,889 | $654,720 | $646,634 | $316,901 | $9,916,144 | | Chief Executive Officer | 2022 | $880,000 | $2,900,000 | $5,912,168 | $1,900,800 | — | $266,605 | $11,859,573 | | | 2021 | $840,000 | $5,500,000 | — | $1,612,800 | $714,975 | $288,155 | $8,955,930 | | Roland O. Burns | 2023 | $600,000 | $1,144,000 | $3,075,966 | $372,000 | $411,349 | $171,011 | $5,774,326 | | President and Chief | 2022 | $600,000 | $1,144,000 | $4,288,266 | $1,080,000 | — | $118,031 | $7,230,297 | | Financial Officer | 2021 | $570,000 | $2,944,000 | — | $984,960 | $451,983 | $143,979 | $5,094,922 | | Daniel S. Harrison | 2023 | $500,000 | — | $1,195,909 | $279,000 | $15,290 | $23,124 | $2,013,323 | | Chief Operating Officer | 2022 | $483,000 | — | $1,209,225 | $782,460 | — | $21,195 | $2,495,880 | | | 2021 | $460,000 | — | $1,110,842 | $706,560 | $16,633 | $19,954 | $2,313,989 | | Clifford D. Newell(5) | 2023 | $360,000 | — | $473,582 | $156,240 | $103 | $20,289 | $1,010,214 | | Chief Commercial | 2022 | — | — | — | — | — | — | — | | Officer | 2021 | — | — | — | — | — | — | — | | Daniel K. Presley | 2023 | $310,000 | — | $315,127 | $134,540 | $147,522 | $22,387 | $929,576 | | Vice President of | 2022 | $300,000 | — | $319,210 | $378,000 | — | $20,306 | $1,017,516 | | Accounting | 2021 | $285,000 | — | $292,507 | $328,320 | $91,617 | $20,324 | $1,017,768 |
Summary Compensation Table
(1) Includes a $2,600,000 and $1,800,000 cash bonus in lieu of LTI awards for Mr. Allison and Mr. Burns in 2021, respectively, and payment of a retention bonus of $2,900,000 for Mr. Allison and $1,144,000 for Mr. Burns each year resulting from a 2018 change in control of the Company. The final payment under these retention bonus arrangements was made in August 2023. (2) The amounts in this column represent the aggregate grant date fair value of restricted stock grants and PSUs during the applicable fiscal year as determined in accordance with applicable accounting rules. The Company's PSUs are valued using the Geometric Brownian Motion model as of the grant date assuming a target number of shares would be payable as this is deemed to be the "probable" payout at the time of grant consistent with the estimate of compensation cost to be recognized over the service period. Actual payouts with respect to PSUs can range from zero to two times the target number of PSUs awarded based on the relative ranking of the Company's TSR in comparison to the peer group over the applicable three-year performance period. If the Company's relative TSR performance is below the threshold performance, no shares will be paid. If the Company's performance places it first among its peers, a maximum of two times the target number of shares will be paid. The grant date fair value of the maximum number of shares for each of the NEOs pursuant to performance units granted in 2023 would be as follows: Mr. Allison, $3,674,452; Mr. Burns, $2,505,313; Mr. Harrison, $1,391,826; Mr. Newell, $551,165; and Mr. Presley, $366,752. For the assumptions used by the Company to value equity awards granted in 2023, see Note 8 (“Stock-Based Compensation”) to the Consolidated Financial Statements in the Company's Annual Report on Form 10-K filed with the SEC on February 16, 2024 (and for awards granted in prior years, the corresponding note in the Company's Annual Report on Form 10-K for that fiscal year). (3) Excludes losses from the Company's deferred compensation plans in 2022 as follows: Mr. Allison $1,272,078; Mr. Burns $758,682; Mr. Harrison $37,630; and Mr. Presley $320,558. Amounts for 2023 and 2021 reflect above-market aggregate earnings. See the "Non-qualified Deferred Compensation table" below. (4) All other compensation for 2023 is detailed in the following table:
Summary Compensation Table
| Name | Personal Aircraft Use | 401(k) Matching Contributions | Life Insurance Benefits | Total | | M. Jay Allison | $161,716 | $19,800 | $135,385 | $316,901 | | Roland O. Burns | $107,314 | $19,800 | $43,897 | $171,011 | | Daniel S. Harrison | — | $19,800 | $3,324 | $23,124 | | Clifford D. Newell | — | $19,800 | $489 | $20,289 | | Daniel K. Presley | — | $19,800 | $2,587 | $22,387 |
Summary Compensation Table
Mr. Newell joined the Company on December 5, 2022 and became a NEO in 2023.
Grants of Plan-Based Awards in 2023
Grants of Plan-Based Awards in 2023 In 2023, the compensation committee made the following awards under the Annual Incentive Plan to the NEOs:
Grants of Plan-Based Awards in 2023
| | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | | Name and Principal Position | Threshold | Target | Maximum | | M. Jay Allison, Chief Executive Officer | $528,000 | $1,056,000 | $2,112,000 | | Roland O. Burns, President and Chief Financial Officer | $300,000 | $600,000 | $1,200,000 | | Daniel S. Harrison, Chief Operating Officer | $225,000 | $450,000 | $900,000 | | Clifford D. Newell, Chief Commercial Officer | $126,000 | $252,000 | $504,000 | | Daniel K. Presley, Vice President of Accounting | $108,500 | $217,000 | $434,000 |
Grants of Plan-Based Awards in 2023
The threshold, target and maximum amounts represent the potential amount payable under the annual incentive plan based upon achievement of the performance goals established for 2023. On June 6, 2023, the compensation committee also made the following equity-based awards under the 2019 Plan to the NEOs:
Grants of Plan-Based Awards in 2023
| | Restricted Stock Awards | Grant Date | | Name and Principal Position | Number of Shares of Stock(1) | Fair Value of Stock Awards(2) | | M. Jay Allison, Chief Executive Officer | 273,537 | $2,680,663 | | Roland O. Burns, President and Chief Financial Officer | 186,052 | $1,823,310 | | Daniel S. Harrison, Chief Operating Officer | 51,020 | $499,996 | | Clifford D. Newell, Chief Commercial Officer | 20,204 | $197,999 | | Daniel K. Presley, Vice President of Accounting | 13,444 | $131,751 |
Grants of Plan-Based Awards in 2023
(1) The restricted stock awards granted on June 6, 2023 vest one-third on each of June 5, 2024, 2025 and 2026. (2) The grant date fair value of restricted stock awards was based upon the closing price for the Company's stock.
Grants of Plan-Based Awards in 2023
| | Estimated Future Payouts Under Equity Incentive Plan Awards (Units)(1) | | | Grant Date Fair Value of Stock | | Name and Principal Position | Threshold | Target | Maximum | Awards(2) | | M. Jay Allison, Chief Executive Officer | 67,347 | 134,694 | 269,388 | $1,837,226 | | Roland O. Burns, President and Chief Financial Officer | 45,919 | 91,837 | 183,674 | $1,252,657 | | Daniel S. Harrison, Chief Operating Officer | 25,510 | 51,020 | 102,040 | $695,913 | | Clifford D. Newell, Chief Commercial Officer | 10,102 | 20,204 | 40,408 | $275,583 | | Daniel K. Presley, Vice President of Accounting | 6,722 | 13,444 | 26,888 | $183,376 |
Grants of Plan-Based Awards in 2023
(1) This amount represents PSUs granted under the 2019 Plan. PSUs represent the right to receive, upon settlement of the PSUs after the completion of a vesting period, a number of shares of our common stock that may be from zero to two times the number of PSUs granted on the award date, depending on the extent to which our performance criteria have been achieved. The performance criteria for the PSUs are based on the relative ranking of our TSR and the TSR of certain peer companies over a three-year period. The grant date fair value of PSUs was determined based on a Geometric Brownian Motion model. See Note (1) to the Summary Compensation Table above for more information.
Outstanding Equity Awards at 2023 Fiscal Year-End
Outstanding Equity Awards at 2023 Fiscal Year-End The following table sets forth certain information with respect to the value of outstanding equity awards held by our NEOs at December 31, 2023. There were no stock option awards outstanding.
Outstanding Equity Awards at 2023 Fiscal Year-End
| | | Stock Awards | | | | | Name and Principal Position | Year Granted | Number of Shares of Stock That Have Not Vested | Market Value of Shares of Stock That Have Not Vested (1) | Number of Equity Incentive Awards That Have Not Vested | Market Value of Equity Incentive Awards That Have Not Vested (1) | | M. Jay Allison | 2022 | 144,943(2) | $1,282,746 | 39,286(3) | $347,681 | | Chief Executive Officer | 2023 | 273,537(4) | $2,420,802 | 67,347(5) | $596,021 | | Roland O. Burns | 2022 | 98,524(2) | $871,937 | 26,786(3) | $237,056 | | President and Chief Financial Officer | 2023 | 186,052(4) | $1,646,560 | 45,919(5) | $406,383 | | Daniel S. Harrison | 2021 | 25,344(6) | $224,294 | 76,033(7) | $672,892 | | Chief Operating Officer | 2022 | 19,167(2) | $169,628 | 14,375(3) | $127,219 | | | 2023 | 51,020(4) | $451,527 | 25,510(5) | $225,764 | | Clifford D. Newell | 2022 | 9,409(2) | $83,270 | 4,705(3) | $41,639 | | Chief Commercial Officer | 2023 | 20,204(4) | $178,805 | 10,102(5) | $89,403 | | Daniel K. Presley | 2021 | 6,674(6) | $59,065 | 20,021(7) | $177,186 | | Vice President of Accounting | 2022 | 5,061(2) | $44,790 | 3,795(3) | $33,586 | | | 2023 | 13,444(4) | $118,979 | 6,722(5) | $59,490 |
Outstanding Equity Awards at 2023 Fiscal Year-End
(1) Market value was based on the closing price for our common stock on the last trading day of 2023 of $8.85 per share. (2) This restricted stock award vests in equal parts on June 13, 2024 and 2025. (3) This PSU award has a three-year performance period ending on June 16, 2025 which requires the NEO to remain employed during the performance period. The number of PSU awards presented are based on the achievement of relative TSR performance at the 20th percentile compared to the peer group during the performance period with 50% of target PSUs vesting. (4) This restricted stock award vests one-third on each of June 5, 2024, 2025 and 2026. (5) This PSU award has a three-year performance period ending on June 5, 2026 which requires the NEO to remain employed during the performance period. The number of PSU awards presented are based on the achievement of relative TSR performance at the 20th percentile compared to the peer group during the performance period with 50% of target PSUs vesting. (6) This restricted stock award vests in full on June 7, 2024. (7) This PSU award has a three-year performance period ending on June 7, 2024 which requires the NEO to remain employed during the performance period. The number of PSU awards presented are based on the achievement of relative TSR performance at the 50th percentile compared to the peer group during the performance period with 100% of target PSUs vesting.
Stock Vested
Stock Vested The following table sets forth certain information with respect to the value of restricted stock and PSUs which vested during the year ended December 31, 2023.
Stock Vested
| | Restricted Stock | | Performance Share Units | | | Name and Principal Position | Number of Shares Acquired on Vesting | Value Realized on Vesting | Number of Shares Acquired on Vesting | Value Realized on Vesting | | M. Jay Allison, Chief Executive Officer | 72,471 | $737,755 | — | — | | Roland O. Burns, President and Chief Financial Officer | 49,262 | $501,487 | — | — | | Daniel S. Harrison, Chief Operating Officer | 63,430 | $635,870 | 110,322 | $1,072,465 | | Clifford D. Newell, Chief Commercial Officer | — | — | — | — | | Daniel K. Presley, Vice President of Accounting | 16,710 | $167,514 | 29,048 | $282,381 |
Non-qualified Deferred Compensation
Non-qualified Deferred Compensation Under our Executive Life Insurance Plan, we contribute annually five percent of each executive's annual cash compensation to purchase a variable universal life insurance policy on their life. During employment, executives may designate a beneficiary to receive payment of the death benefit (reduced by the amount of the premiums paid by us, which are repaid to us), but has no other rights of ownership in the policy. Upon their having attained four years of service and electing retirement, or upon a change in control, the policy is transferred to them. No withdrawals or distributions were made during 2023. The following table sets forth certain information with respect to the non-qualified deferred compensation of the NEOs in 2023:
Non-qualified Deferred Compensation
| Name and Principal Position | 2023 Company Contributions(1) | Aggregate Earnings(2) | Aggregate Balance at End of Year | | M. Jay Allison, Chief Executive Officer | $139,040 | $976,334 | $5,531,867 | | Roland O. Burns, President and Chief Financial Officer | $84,000 | $600,173 | $3,168,188 | | Daniel S. Harrison, Chief Operating Officer | $64,123 | $31,582 | $273,348 | | Clifford D. Newell, Chief Commercial Officer | $19,838 | $794 | $11,579 | | Daniel K. Presley, Vice President of Accounting | $34,400 | $203,450 | $938,392 |
Non-qualified Deferred Compensation
(1) Company contributions have not been included in the Summary Compensation Table. (2) Above market portion of the aggregate earnings has been included in the Summary Compensation Table in each year.
Potential Payments upon Termination or Change in Control
Potential Payments upon Termination or Change in Control
Potential Payments upon Termination or Change in Control
| Employment Agreements |
Potential Payments upon Termination or Change in Control
We have employment agreements with our CEO and President. The employment agreements provide that these executives will maintain the confidentiality of our confidential and proprietary information for as long as the information is not publicly disclosed. These agreements include separate provisions wherein our CEO and President will receive certain prescribed benefits based upon changes in their employment status or in the event of a change in control as described below. In 2018, the employment agreements for our CEO and our President were amended to provide for up to five annual retention bonus payments through August 2023 if the executive remains employed on the specific retention vesting dates beginning on August 14, 2019. The retention payments are being made in lieu of a change of control payment that was otherwise due on August 14, 2018. The compensation committee believes that it is in our best interests as well as the best interests of our stockholders to offer such benefits to these executive officers. We compete for executive talent in a highly competitive market in which companies routinely offer similar benefits to senior executives. The compensation committee believes that providing change in control benefits to senior executives allows them to evaluate objectively whether a potential change in control transaction is in the best interest of our stockholders, without having to be concerned regarding their future employment. It allows them to focus on the negotiations during such a transaction when we would require thoughtful leadership to ensure a successful outcome. A "change in control" is defined to include a variety of events, including significant changes in stock ownership, changes in our Board, certain mergers and consolidations, and the sale or disposition of all or substantially all of our consolidated assets.
Potential Payments upon Termination or Change in Control
| Potential Payments Upon Termination |
Potential Payments upon Termination or Change in Control
Under the employment agreements for the CEO and President, as amended and restated effective September 7, 2018, we are required to provide compensation to these officers in the event we terminate the executive's employment without cause or the executive terminates his employment with good reason, including assignment of duties inconsistent with his position or requiring him to be based at another location. The agreements provide for the payment of severance benefits if the executive's employment is terminated by us without cause or by the executive for good reason (other than within twenty-four months following a change in control) in an amount equal to 150% of the sum of his then current salary and target bonus, plus a payment equal to the cost of continued medical benefits for eighteen months. If the executive dies, the agreements provide for payment of six months of annualized total compensation (current base salary and target bonus) to the executive's estate. In each case, the executive (or the executive's estate) would also be entitled to a pro-rated bonus for the year in which the termination occurs. If there is a change in control and, within twenty-four months thereafter, the executive's employment is terminated by us without cause or the executive terminates his employment for good reason, the severance benefit payable to the executive is 299% of the sum of his base salary and target bonus plus a payment equal to the cost of continued medical benefits for eighteen months (and a pro-rated bonus for the year of termination). If the executive's employment is terminated by us without cause or the executive terminates his employment for good reason or a change in control occurs on or after the initial retention vesting date, then any unpaid portion of the retention bonuses will immediately vest and be paid in a lump sum. Any other severance benefits payable under the employment agreements will be offset and reduced by any unpaid retention bonus that vests and becomes payable pursuant to this provision. The NEOs hold outstanding equity awards granted under our 2019 Plan. Unless otherwise provided in the award agreement, awards granted under the 2019 Plan that are outstanding at the time of a change in control will fully vest if either (i) the award is not assumed by the acquiring or successor entity or (ii) the holder's employment is terminated by the Company without cause or by the holder for good reason (as such terms are defined in the award agreement) following the change in control. The following tables quantify compensation that would become payable under the employment agreements and other arrangements if the NEO's employment had terminated in the circumstances described above on December 31, 2023, based on, where applicable, our closing stock price on that date. Due to the number of factors that affect the amount of any benefits provided upon the events discussed below, actual amounts paid or distributed may be different.
Potential Payments upon Termination or Change in Control
| Involuntary Termination Without Cause or Termination With Good Reason |
Potential Payments upon Termination or Change in Control
| Name and Principal Position | Cash Severance(1) | Continuation of Health Benefits(2) | Total | | M. Jay Allison, Chief Executive Officer | $2,904,000 | $33,599 | $2,937,599 | | Roland O. Burns, President and Chief Financial Officer | $1,800,000 | $33,599 | $1,833,599 | | Daniel S. Harrison, Chief Operating Officer | — | — | — | | Clifford D. Newell, Chief Commercial Officer | — | — | — | | Daniel K. Presley, Vice President of Accounting | — | — | — |
Potential Payments upon Termination or Change in Control
(1) Amount is equal to 150% of the annual salary and target bonus. (2) Amount equal to the cost of continued medical and dental coverage for 18 months for Messrs. Allison and Burns.
Potential Payments upon Termination or Change in Control
| Involuntary Termination Following a Change in Control |
Potential Payments upon Termination or Change in Control
| Name and Principal Position | Cash Severance(1) | Continuation of Health Benefits(2) | Value of Unvested Stock Awards(3) | Total | | M. Jay Allison, Chief Executive Officer | $5,788,640 | $33,599 | $7,478,339 | $13,300,578 | | Roland O. Burns, President and Chief Financial Officer | $3,588,000 | $33,599 | $5,092,219 | $8,713,818 | | Daniel S. Harrison, Chief Operating Officer | — | — | $3,603,163 | $3,603,163 | | Clifford D. Newell, Chief Commercial Officer | — | — | $786,225 | $786,225 | | Daniel K. Presley, Vice President of Accounting | — | — | $949,490 | $949,490 |
Potential Payments upon Termination or Change in Control
(1) For Mr. Allison and Mr. Burns, this amount is equal to 299% of their annual base salary and target bonus. (2) Amount equal to the cost of continued medical and dental coverage for 18 months for Messrs. Allison and Burns. The value of the stock awards is based on our December 31, 2023 closing stock price of $8.85 per share and the number of shares or units that would have accelerated upon the termination; the value of outstanding and unvested PSU awards is determined assuming achievement of maximum award performance. As noted above, such accelerated vesting may also occur upon a change in control if the award is not assumed by the acquiring successor entity.
Pay Versus Performance
Pay Versus Performance As discussed in the CD&A above, our executive compensation programs are intended to align pay and performance by using an annual incentive bonus plan that is weighted heavily on achieving financial performance goals. The following table sets forth additional information concerning the compensation of our Principal Executive Officer ("PEO") and other NEOs ("Non-PEO NEOs") for each of the fiscal years ending December 31, 2023, 2022, 2021 and 2020 in accordance with SEC regulations.
Pay Versus Performance
| | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(2) | Average Summary Compensation Table Total for Non-PEO NEOs(3) | Average Compensation Actually Paid to Non-PEO NEOs(2)(3) | Total Shareholder Return | Peer Group Total Shareholder Return(4) | Net Income (Loss) | Return on Average Equity(5) | | | | | | | | | (in thousands) | | | 2023 | $9,916,144 | $9,591,459 | $2,431,860 | $2,061,321 | $113.40 | $159.64 | $211,894 | 6% | | 2022 | $11,859,573 | $14,726,348 | $2,570,956 | $4,378,002 | $167.72 | $154.15 | $1,124,868 | 62% | | 2021 | $8,955,930 | $9,391,041 | $2,499,800 | $2,931,627 | $98.30 | $106.04 | $(259,225) | 27% | | 2020 | $5,327,544 | $1,109,834 | $1,698,645 | $303,066 | $53.10 | $63.60 | $(83,413) | 4% |
Pay Versus Performance
(1) Amounts represent the total compensation reported for our CEO, Mr. Allison, in the Summary Compensation Table for the fiscal years ended December 31, 2023, 2022 and 2021. Mr. Allison served as the CEO for each of the years presented. (2) Amounts include (i) the Summary Compensation Table total compensation for the applicable fiscal year, less (ii) the aggregate grant date fair value of stock awards granted during that year (as reported in the “Stock Awards” column of the Summary Compensation Table for the year), plus (iii) the adjusted value of the stock awards over the years reported in the table as described in more detail in the reconciliation tables below. None of our NEOs were granted options or held any outstanding options during any of the years covered by the table. (3) Amounts represent the total average compensation for our NEOs, other than our CEO, which were Mr. Burns, Mr. Harrison, David J. Terry (who resigned in 2022) and Mr. Presley for years 2020 and 2021 and Mr. Burns, Mr. Harrison, David J. Terry, Patrick H. McGough, and Mr. Presley in 2022. Our 2023 NEOs, other than our CEO, were Mr. Burns, Mr. Harrison, Mr. Newell and Mr. Presley. (4) Reflects total shareholder return of the SPDR S&P Oil and Gas Exploration and Production ETF ("XOP"), weighted according to market capitalization at the beginning of each period for which a return is reported. For the Company and XOP, the amount reported represents cumulative total shareholder return on a fixed investment of $100 in the Company's common stock or XOP, as applicable, for the period beginning on the last trading day of fiscal year 2019 through the end of the applicable fiscal year and is calculated assuming the reinvestment of dividends. (5) Return on average equity, which we conclude to be a key metric in our annual incentive plan, was calculated by dividing adjusted net income available to common stockholders by average stockholders' equity for each year presented. See calculation in the table below:
Pay Versus Performance
| | 2023 | 2022 | 2021 | 2020 | | | ($ in thousands) | | | | | Net income (loss) available to common stockholders | $211,894 | $1,124,868 | $(259,225) | $(83,413) | | Unrealized (gain) loss from derivative financial instruments | (107,311) | (200,193) | 140,934 | 124,545 | | Loss on early retirement of debt | — | 46,840 | 352,599 | 861 | | (Gain) loss on sale of assets | (125) | (340) | 162,077 | (17) | | Non-cash amortization from adjusting debt assumed in acquisition to fair value | — | 4,174 | 12,621 | 22,112 | | Exploration expense | 1,775 | 8,287 | — | — | | Non-cash accretion from adjusting preferred stock issued in acquisition to fair value | — | — | — | 5,417 | | Impairment of unevaluated natural gas and oil properties | — | — | — | 27 | | Adjustment to (provision for) benefit from income taxes | 26,450 | 39,011 | (106,000) | (19,930) | | Adjusted net income available to common stockholders | $132,683 | $1,022,647 | $303,006 | $49,602 | | Average stockholders' equity | $2,318,364 | $1,645,547 | $1,139,776 | $1,204,898 | | Return on average equity | 6% | 62% | 27% | 4% |
Pay Versus Performance
The following table reconciles the amounts in the "Compensation Actually Paid to PEO" from the table above to the Summary Compensation Table Total for the PEO.
Pay Versus Performance
| Year | Summary Compensation Table Total for PEO | Grant Date Fair Value of Stock Awards(1) | Value of Stock Awards Granted During the Year(2) | Increase (Decrease) in Value of Unvested Stock Awards Granted in Prior Years(2) | Increase (Decrease) in Value from Prior Year Stock Awards That Vested During the Year(2) | Dividends | Compensation Actually Paid to PEO | | 2023 | $9,916,144 | $(4,517,889) | $3,629,007 | $661,045 | $(255,822) | $158,974 | $9,591,459 | | 2022 | $11,859,573 | $(5,912,168) | $4,324,309 | — | $4,427,457 | $27,177 | $14,726,348 | | 2021 | $8,955,930 | — | — | $231,330 | $203,781 | — | $9,391,041 | | 2020 | $5,327,544 | — | — | $(3,965,295) | $(252,415) | — | $1,109,834 |
Pay Versus Performance
Amount represents grant date fair value of the restricted stock and PSU grants to our CEO as reported in the "Stock Awards" column in the Summary Compensation Table on page 30 and the corresponding table in the proxy statement for earlier years. (2) Value is based on the change in our stock price between the beginning of the fiscal year (or the grant date in the case of awards granted during the year) and the end of the fiscal year (or the vesting date in the case of awards that vested during the year). The following table reconciles the amounts in the "Average Compensation Actually Paid to Non-PEO NEOs" from the table above to the Average Summary Compensation Table Total for Non-PEO NEOs.
Pay Versus Performance
| Year | Average Summary Compensation Table Total for Non-PEO NEOs | Average Grant Date Fair Value of Stock Awards(1) | Average Value of Stock Awards Granted During the Year(2) | Average Increase (Decrease) in Value of Unvested Stock Awards Granted in Prior Years(2) | Average Increase (Decrease) in Value from Prior Year Stock Awards That Vested During the Year(2) | Average Dividends | Average Compensation Actually Paid to Non-PEO NEOs | | 2023 | $2,431,860 | $(1,265,146) | $994,781 | $(87,347) | $(58,357) | $45,530 | $2,061,321 | | 2022 | $2,570,956 | $(1,341,843) | $943,124 | $679,890 | $1,516,779 | $9,096 | $4,378,002 | | 2021 | $2,499,800 | $(482,145) | $665,299 | $169,944 | $78,729 | — | $2,931,627 | | 2020 | $1,698,645 | $(490,979) | $357,751 | $(1,186,819) | $(75,532) | — | $303,066 |
Pay Versus Performance
(1) Amounts represent average grant date fair value of the restricted stock and PSU grants to our Non-PEO NEOs as reported in the "Stock Awards" column in the Summary Compensation Table on page 30 and the corresponding table in the proxy statement for earlier years. (2) Value is based on the change in our stock price between the beginning of the fiscal year (or the grant date in the case of awards granted during the year) and the end of the fiscal year (or the vesting date in the case of awards that vested during the year). The following table identifies the most important performance measures used to link compensation actually paid to our NEOs to company performance. The role of each of these performance measures on our NEOs' compensation is discussed in the CD&A on page 25.
Pay Versus Performance
| Performance Measures | | | | Return on Average Equity | Leverage Maintenance | Full Cycle Return | | EBITDAX | Well Cost Efficiency | Reserve Replacement |
Pay Versus Performance
The following charts reflect the alignment of compensation actually paid to trends in the Company's TSR, net income and return on equity over the three-year period ended December 31, 2023.