DEF 14A of W&T Offshore Inc, Apr 29, 2024

DEF 14A of W&T Offshore Inc

Filed Apr 29, 2024 · FY20230001104659-24-054130

Open on EDGAR

  1. Important notice regarding the availability of proxy materials for the shareholders meeting to be held on June 14, 2024

    | 2023 Director Compensation Table | 31 | | Communications with the Board | 32 |

  2. Board Nominees Overview

    Board Nominees Overview

  3. Board Nominees Overview

    | | Tracy W. Krohn | | President and Chief Executive Officer of W&T Offshore, Inc. Director Since: 2004 Age: 69 Committee(s): None Skills: | |

  4. Board Nominees Overview

    | | Virginia Boulet | | Independent Board Member at Ouster, Inc. Director Since: 2005 Age: 70 Committee(s): Skills: | |

  5. Board Nominees Overview

    | | John D. Buchanan | | Independent Attorney Director Since: 2024 Age: 60 Committee(s): None Skills: | |

  6. Board Nominees Overview

    | | Nancy Chang | | Independent Board Member at Ansun Biopharma, Inc. Director Since: 2023 Age: 74 Committee(s): Skills: | |

  7. Board Nominees Overview

    | | Daniel O. Conwill IV | | Independent Owner and Operator of Felix’s Restaurant Group Director Since: 2021 Age: 63 Committee(s): Skills: | |

  8. Board Nominees Overview

    | | B. Frank Stanley | | Independent Co-Chief Executive Officer of Retail Concepts, Inc. Director Since: 2009 Age: 69 Committee(s): Skills: | |

  9. Board Nominees Overview

    | Committees Legend: | | | | | | Audit Committee | Compensation Committee | Nominating and Corporate Governance Committee | ESG Committee | Committee Chair |

  10. Board Nominees Overview

    | Skills Legend: | | | | | | | | | | M&A & Strategic Planning | | Executive Leadership | | Cyber-Security | | Industry Experience | | | Financial Oversight and Accounting | | Environmental/ Sustainability | | Diversity | | Other Outside Board Experience | | | Human Resources | | | | | | |

  11. Board Nominees Overview

    | | | | |

  12. Board Nominees Overview

    | 2024 Proxy Statement | | W&T Offshore | 7 |

  13. Proposal 1 Election of Directors

    Proposal 1 Election of Directors

  14. Proposal 1 Election of Directors

    | | THE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF THE SIX NOMINEES LISTED BELOW. |

  15. Proposal 1 Election of Directors

    Currently, the Company’s Board is composed of the following six directors: Ms. Virginia Boulet, Dr. Nancy Chang and Messrs. John D. Buchanan, Daniel O. Conwill IV, Tracy W. Krohn and B. Frank Stanley. At the Annual Meeting, six directors are to be elected, each of whom will serve until the 2025 Annual Meeting and until his or her successor is duly elected and qualified. Each nominee has consented to be nominated and to serve if elected. If any nominee is unable to serve as a director, the shares represented by the proxies will be voted, in the absence of contrary indication, for any substitute nominee that the Board may designate or the size of the Board may be reduced. We know of no reason why any nominee would be unable to serve.

  16. Proposal 1 Election of Directors

    | 12 | W&T Offshore | | 2024 Proxy Statement |

  17. Information about the Nominees

    Information about the Nominees

  18. Information about the Nominees

    | | | | Committees: | | | | | | | | | Skills and Experience: | | | | | | | | | | | | | |

  19. Information about the Nominees

    | VIRGINIA BOULET | Age: 70 Director Since: March 2005 | | Professional Background | | | • Ms. Boulet is currently Chair of the Nominating and Corporate Governance Committee and a member of the Compensation Committee and the ESG Committee. • From 2004 through 2018, Ms. Boulet was an adjunct professor of law at Loyola University Law School. • From April 2014 to 2021, she was a Managing Director at Legacy Capital, LLC. • From 2002 to March 2014, Ms. Boulet was Special Counsel to Adams and Reese, LLP, a law firm. • Prior to 2002, Ms. Boulet was a partner at the New Orleans law firms of Phelps Dunbar, LLP and Jones Walker LLP. • In the past, she served as President and Chief Operating Officer of IMDiversity, Inc., an on-line recruiting company. • Ms. Boulet has over 30 years of experience in mergers and acquisitions, equity securities offerings, general business matters and counseling clients regarding compliance with federal securities laws and regulations. | |

  20. Information about the Nominees

    | Other Directorships | | • Ms. Boulet currently serves on the board of directors of Ouster, Inc. (NYSE: OUST) (“Ouster”), where she is the Chair of the Nominating and Governance Committee. • She also previously served on the board of directors of Velodyne Lidar, Inc. (NYSE: VLDR), a lidar technology company, from October 2021 until its merger with Ouster in February 2023, where she served as chair of the board, chair of the nominating and corporate governance committee, as well as a member of the board’s compensation committee. • She has also served on the board of directors of Lumen Technologies, Inc. (NYSE: LUMN), a telecommunications company, from May 1995 through May 2021, where she served as chair of the nominating and corporate governance committee for 25 years and also served from time to time as lead independent director and as a member of the compensation and human resources committee and the audit committee. • Service on the various boards of directors and committees, along with her long career in corporate, securities and banking law, as well as her academic experience, has provided her with the background and experience of board processes, function, exercise of diligence and oversight of management. |

  21. Information about the Nominees

    | Education | | • Ms. Boulet received a B.A. in Medieval History from Yale University, and a J.D., cum laude, from Tulane University Law School. |

  22. Information about the Nominees

    With her public company board experience and recruiting experience as president of a recruiting company, we believe Ms. Boulet is well suited as a member of our Board, the Compensation Committee, and the ESG Committee. Her background makes her an excellent leader of the Nominating and Corporate Governance Committee, whose functions include identifying and evaluating individuals qualified to become board members and evaluating our corporate governance policies. Her legal background also provides her with a high level of technical expertise in reviewing transactions and agreements and addressing legal issues presented to the Board.

  23. Information about the Nominees

    | 2024 Proxy Statement | | W&T Offshore | 13 |

  24. Information about the Nominees

    | | | | Committees: None | | | Skills and Experience: | | | | | | | | | | | | | |

  25. Information about the Nominees

    | JOHN D. BUCHANAN | Age: 60 Director Since: April 2024 | | Professional Background | | | • Mr. Buchanan is an independent member of the Board. • From February 2023 to March 2024, Mr. Buchanan served at ExxonMobil Corporation (“Exxon”) (NYSE: XOM) as Assistant General Counsel, where his responsibilities included handling corporate, regulatory reporting, compliance, and securities matters, as well as participating as Secretary to the Exxon audit committee and the Exxon finance committee. • From August 2015 to May 2022, Mr. Buchanan served at Comerica Inc. (NYSE: CMA) as the Chief Legal Officer/General Counsel/Corporate Secretary, where he managed the legal division and was responsible for corporate governance, legal and regulatory functions. • From February 2012 to August 2015, Mr. Buchanan was with the Federal Reserve Bank of Dallas, where he served as Senior Vice President, General Counsel and Corporate Secretary. • From 2005 to 2007, he was Senior Executive Vice President, General Counsel and Corporate Secretary at AmSouth Bancorporation. • Mr. Buchanan also served as Executive Vice President, General Counsel and Corporate Secretary at SouthTrust Bank from 1996 until 2005 | |

  26. Information about the Nominees

    | Other Directorships | | • Mr. Buchanan has served on numerous committees and boards of directors during his career, including the board of directors for Mercedes Benz US International Inc., with service as the Chair of the Audit Committee. |

  27. Information about the Nominees

    | Education | | • Mr. Buchanan holds a Master’s of Laws in Taxation from New York University School of Law and a Juris Doctorate degree from the Vanderbilt University School of Law. He also earned a Bachelor’s degree in Economics from Washington & Lee University. |

  28. Information about the Nominees

    We believe that Mr. Buchanan’s over 30 years of experience as a seasoned oil and gas, commercial and banking attorney makes him a valuable member of the Board. The combination of his energy and banking expertise, legal acumen, prior board experience and experience counseling boards of directors creates a unique perspective and provides valuable insights that benefit the Board.

  29. Information about the Nominees

    | 14 | W&T Offshore | | 2024 Proxy Statement |

  30. Information about the Nominees

    | | | | Committees: | | | | | | | | | Skills and Experience: | | | | | | | | | | | | | |

  31. Information about the Nominees

    | NANCY CHANG | Age: 74 Director Since: April 2023 | | Professional Background | | | • Dr. Chang is currently the Chair of the ESG Committee and a member of the Audit Committee and the Nominating and Corporate Governance Committee. • From 2007 to 2012, Dr. Chang was the Founder, Chairperson and Senior Managing Director of Caduceus Asia Partners at OrbiMed Advisors L.L.C., one of the largest healthcare focused investment management firms in the world. • Prior to that, Dr. Chang was the Co-Founder, President, Chief Executive Officer and Chairman of Tanox, Inc., a company focused on the development of therapeutics to address major unmet medical needs in the areas of asthma, allergy, inflammation, HIV infection and other diseases affecting the human immune system, from 1986 to 2006, where she led the company through an initial public offering in 2000 and growth to a $1 billion public valuation until its acquisition by Genentech Inc. in 2007. • From 1980 to 1986, Dr. Chang held several leadership positions at Centocor Biotech Inc. (now a division of Johnson & Johnson), where she served as director of research and made substantial contributions to the development of monoclonal antibody as therapeutics and to the HIV field including the development of the first HIV diagnostic assay. • She was named the Most Respected Woman in Biotechnology in 2005, Forbes Twenty-Five Notable Chinese Americans list in 2008 and was the first woman to receive the Biotechnology Heritage Award in 2012. • She has published more than 35 papers on topics ranging from monoclonal antibodies to human immunodeficiency virus (HIV) and holds seven patents. Throughout her career, she has received numerous awards from academic, industrial, national and international organizations. | |

  32. Information about the Nominees

    | Other Directorships | | • Dr. Chang is currently serving as a member of the board of directors of Ansun Biopharma, Inc., a clinical late-stage biopharmaceutical company focused on the development of unique host-directed anti-viral therapies for respiratory viruses, where she was the Chief Executive Officer from March 2017 until stepping down in July 2022. • She has also served as the Chairman and Founder of Apex Capital, an investment management company focused on investments in healthcare, education and socially responsible ventures, since January 2009 and has served as president of the Tang Family Foundation since March 2009. • Prior to joining the Board, Dr. Chang served on the board of directors of Helix Acquisition Corp. from October 2020 until its business combination in April 2022. • In addition, Dr. Chang has served on the boards of a number of companies, including Helix Acquisition Corp., Charles River Laboratory International, Inc., Eddingpharm (Cayman) Inc., Crown Bioscience Inc., Applied Optoelectronics, Inc., SciClone Pharmaceuticals, Inc., and a number of other private companies, and she has served on the board of directors of the Federal Reserve Bank in Houston. • Dr. Chang was also a member of the board of directors at BIO and BioHouston. |

  33. Information about the Nominees

    | Education | | • Dr. Chang graduated from National Tsing Hua University in Taiwan and Brown University and received her Ph. D. from the Division of Medical Sciences at Harvard Medical School of Harvard University. |

  34. Information about the Nominees

    We believe that Dr. Chang’s impressive experience as both an executive at various companies and as a member of the board of directors of both public and private entities, along with her experience in the technology and biomedical fields, makes her a valuable member of the Board. In particular, we believe that Dr. Chang’s experiences as founder and executive of a successful, publicly-traded company and one of the largest healthcare-focused investment management firms in the world bring valuable and unique perspectives, talents and insights to the Board.

  35. Information about the Nominees

    | 2024 Proxy Statement | | W&T Offshore | 15 |

  36. Information about the Nominees

    | | | | Committees: | | | | | | | | | Skills and Experience: | | | | | | | | | | | | | |

  37. Information about the Nominees

    | DANIEL O. CONWILL IV | Age: 63 Director Since: May 2021 | | Professional Background | | | • Mr. Conwill is currently the Chair of the Compensation Committee and a member of the Audit Committee and the ESG Committee. • Mr. Conwill is currently the owner and operator of Felix’s Restaurant Group, which owns and operates seafood restaurants in New Orleans and along the Gulf Coast and which he purchased in 2012. • From July 2019 until June 2022, Mr. Conwill was the Chief Financial Officer of Durfort Holdings, SRL, an international conglomerate engaged in the manufacture and sale of cigars and other tobacco products. • From 2014 until April 2019, Mr. Conwill served as Co-Chief Executive Officer and Head of Investment Banking at Seaport Global Securities (“Seaport”). • Prior to joining Seaport, Mr. Conwill was the Founder, Chairman of the board of directors and Chief Executive Officer and manager of the Investment Banking Group at Global Hunter Securities (“Global Hunter”), which he started in 2005 and where he served in such roles until its merger with Seaport in 2013. • Prior to forming Global Hunter, Mr. Conwill was Executive Vice President and Co-Director of Corporate Finance at Jefferies & Company, Inc. (“Jefferies & Co”). • While at Jefferies & Co, Mr. Conwill founded its oil and gas investment banking group in 1993 and managed that group until his departure in 2005. • Prior to joining Jefferies & Co in 1993, Mr. Conwill was a Managing Director in Corporate Finance at Howard, Weil, Labouisse, Friedrichs, Inc. • Mr. Conwill’s professional career started in the tax department with Arthur Andersen & Co. | |

  38. Information about the Nominees

    | Other Directorships | | • Former Chairman of the board of directors at Global Hunter from 2005 until 2013. |

  39. Information about the Nominees

    | Education | | • Mr. Conwill received his Bachelor’s and Master’s Degrees in Accounting from the University of Mississippi and has a law degree from the University of Mississippi’s School of Law. |

  40. Information about the Nominees

    Mr. Conwill brings valuable leadership and management skills as a result of his roles as the Chairman of the board of directors and Chief Executive Officer of Global Hunter and Co-Chief Executive Officer of Seaport. We believe that this experience, as well as the financial and advisory and capital markets experience that he has gained through his over 30 years in investment banking and in particular his experience in advising oil and gas companies, make him a valuable part of our Board and member of our Audit, Compensation, and ESG Committees.

  41. Information about the Nominees

    | 16 | W&T Offshore | | 2024 Proxy Statement |

  42. Information about the Nominees

    | | | | Committees: None | | | Skills and Experience: | | | | | | | | | | | | | |

  43. Information about the Nominees

    | TRACY W. KROHN | Age: 69 Director Since: 2004 | | Professional Background | | | • Tracy W. Krohn has served as Chief Executive Officer since he founded the Company in 1983 and as Chairman of the Board since 2004. • Mr. Krohn has also served in various other roles during his time with the Company, including as Treasurer from 1997 until 2006, and as President from its founding until September 2008 and again from March 2017 to present day. • Mr. Krohn began his career as a petroleum engineer and offshore drilling supervisor with Mobil Oil Corporation. • Prior to founding the Company, from 1981 to 1983, Mr. Krohn was Senior Engineer with Taylor Energy Company. • During 1996 to 1997, Mr. Krohn was Chairman and Chief Executive Officer of Aviara Energy Corporation. • In 2013, Mr. Krohn was appointed to serve on the board of directors of the American Petroleum Institute. | |

  44. Information about the Nominees

    | Other Directorships | | • None. |

  45. Information about the Nominees

    | Education | | • Mr. Krohn received a B.S. in Petroleum Engineering from Louisiana State University. |

  46. Information about the Nominees

    As founder of the Company, Mr. Krohn is one of the driving forces behind the Company and its success to date. Over the course of the Company’s history, Mr. Krohn has successfully grown the Company through his exceptional leadership skills and acute business judgment. We believe Mr. Krohn is well-qualified to serve as a director because of his significant experience as our founder and as a significant shareholder, as well as his substantial and broad executive and technical experience in the energy sector.

  47. Information about the Nominees

    | 2024 Proxy Statement | | W&T Offshore | 17 |

  48. Information about the Nominees

    | | | | Committees: | | | | | | | | | Skills and Experience: | | | | | | | | | | | | | |

  49. Information about the Nominees

    | B. FRANK STANLEY | Age: 69 Director Since: May 2009 | | Professional Background | | | • Mr. Stanley is currently the Chair of the Audit Committee and a member of the Compensation Committee, the Nominating and Corporate Governance Committee and the ESG Committee. • Mr. Stanley is currently Co-Chief Executive Officer of Retail Concepts, Inc., a privately-held retail chain of 33 stores in 13 states with over seven hundred employees, where he has served in such role since December 2012. • Prior to joining Retail Concepts, Inc. in 1988, he was Chief Financial Officer of Southpoint Porsche Audi WGW Ltd. from 1987 to 1988. • From 1985 to 1987, he was employed by KPMG Peat Marwick, holding the position of Manager, Audit in 1987. • From 1983 to 1984, he was Chief Financial Officer of Design Research, Inc., a manufacturer of housing for offshore drilling platforms. • From 1980 to 1982, he was Chief Financial Officer of Tiger Oilfield Rental Co., Inc. and, from 1977 to 1979, he was an accountant with Trunkline Gas Co. | |

  50. Information about the Nominees

    | Other Directorships | | • None. |

  51. Information about the Nominees

    | Education | | • Mr. Stanley holds a B.B.A. in Accounting from Texas A&M University and is a certified public accountant. |

  52. Information about the Nominees

    Mr. Stanley has an extensive background in accounting and financial matters, which we believe qualify him for service as a member of our Board, the Chair of the Audit Committee and a member of the Compensation, Nominating and Corporate Governance, and ESG Committees.

  53. Identifying and Evaluating Nominees for Directors

    Identifying and Evaluating Nominees for Directors The Nominating and Corporate Governance Committee regularly evaluates the organization of the Board, including its size, structure, and composition, and it is responsible for leading the search for individuals qualified to serve as directors. The Nominating and Corporate Governance Committee identifies, evaluates and recommends candidates for nomination to the Board.

  54. Director Compensation

    Director Compensation In May 2023, our director compensation practices were revised in connection with our shareholder outreach program to make our practices consistent with those of our peer group. Following our compensation changes in 2023, non-employee director compensation annual cash retainer compensation was decreased from

  55. Director Compensation

    | 30 | W&T Offshore | | 2024 Proxy Statement |

  56. Director Compensation

    $110,000 to $85,000, and non-employee directors no longer received additional cash compensation for the execution of consents, membership on committees or meeting fees. Additionally, non-employee directors received a greater amount of cash compensation as a chair of a committee ($25,000 for the chair of the Audit Committee and $20,000 for the chair of any other committee) and the annual equity award of RSUs for each non-employee director was increased from $70,000 to $150,000. See “Compensation Discussion and Analysis—Compensation Changes in 2023” for additional information regarding our compensation changes.

  57. Director Compensation

    | Annual Non-Employee Director Compensation | Additional Annual Cash Compensation for Committee Chairmanship |

  58. Director Compensation

    | | $25,000 for Audit Committee $20,000 for any other committee |

  59. Director Compensation

    The following table sets forth a summary of the compensation amounts for our non-employee directors for fiscal year 2023, as well as additional material information in connection with such amounts. Note that directors who are also employees of the Company receive no additional compensation for serving as directors or committee members and, accordingly, Mr. Krohn did not receive compensation for his services on the Board. Information regarding his compensation as of December 31, 2023, is set forth in the section titled “Executive Compensation and Related Information—Summary Compensation Table”.

  60. 2023 Director Compensation Table

    2023 Director Compensation Table

  61. 2023 Director Compensation Table

    | Name | Fees Earned ($) (1) | Stock Awards ($) (2)(3) | Total ($) | | Virginia Boulet | 140,833 | 150,001 | 290,834 | | Nancy Chang | 70,000 | 150,001 | 220,001 | | Daniel O. Conwill IV | 140,833 | 150,001 | 290,834 | | B. Frank Stanley | 145,833 | 150,001 | 295,834 |

  62. 2023 Director Compensation Table

    (1) “Fees Earned” includes compensation through April 30, 2023, prior to the Company’s compensation changes, which consisted of the following:

  63. 2023 Director Compensation Table

    | Compensation | Amount ($) | | Annual Board Retainer | 110,000 | | Board Meeting Attendance | 1,500 | | Unanimous Consent Execution | 1,000 | | Seminar Training Attendance | 1,500 | | Committee Membership Service (except Chair of the Audit Committee) | 5,000 | | Committee Chairperson Service (except Chair of the Audit Committee) | 5,000 | | Audit Committee Chairperson Service | 15,000 | | Special Committee Membership Service (except Chair of the Audit Committee) | 10,000 |

  64. 2023 Director Compensation Table

    The amounts reflect the grant date fair value of the RSUs granted to non-employee directors on July 3, 2023, calculated in accordance with Financial Accounting Standards Board’s Accounting

  65. 2023 Director Compensation Table

    | 2024 Proxy Statement | | W&T Offshore | 31 |

  66. 2023 Director Compensation Table

    Standards Codification Topic 718 (“ASC Topic 718”), except that the amounts shown assume that there will be no service-based forfeitures of awards. The discussion of the assumptions used in calculating these values can be found in Note 12 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC. As of December 31, 2023, each director listed had 38,760 RSUs. Equity awards granted to the Board are issued in the form of RSUs, which are granted pursuant to the W&T Offshore, Inc. 2023 Incentive Compensation Plan (the “Incentive Compensation Plan”). The RSUs vest on the earlier of the first anniversary date of the date of grant or the date of the Company’s next annual meeting, so long as such meeting is not less than 50 weeks following the date of the grant, subject to such director’s continuous service through the vesting date. Director Stock Ownership Guidelines. Our Board maintains stock ownership and retention guidelines (the “Director Policy”), which apply to each of our non-employee directors. Under the Director Policy, no such director may sell or transfer any shares of Common Stock that such director beneficially owns (e.g., by a spouse or other immediate family member residing in the same household or a trust for the benefit of the director or his or her family) until he or she beneficially owns a number of shares of Common Stock, having an aggregate value of at least $500,000, which places the retention guidelines in the Director Policy in the upper quartile of the requirements amongst the Company’s peer group. As of December 31, 2023, each of our Board members was in compliance with the Director Policy.

  67. Primary Compensation Objectives for the Named Executive Officers

    | | To compensate the Named Executive Officers so that their aggregate compensation compares favorably with the total compensation of executives at peer group companies as well as companies with similar areas of operations and/or revenues in the oil and gas industry. | | | To provide a significant component of the total target compensation of the Named Executive Officers in the form of equity-based incentive compensation awarded as a function of our performance in an effort to encourage retention and so that over time our Named Executive Officers have and maintain a meaningful financial interest which is aligned with our shareholders’ interests. | | | To provide incentive compensation (both short and long-term) awards that are subject to well-defined performance-based targets. |

  68. Primary Compensation Objectives for the Named Executive Officers

    | Transparent Compensation Program: We strive to maintain a transparent executive compensation program that is easily understandable both to shareholders and employees Independent Compensation Consultant: Engagement by the Compensation Committee of an independent compensation consultant to assist with the Compensation Committee’s regular review of our executive compensation program Award Mix of Long Term Equity Incentives: Long term equity incentive grants include PSUs and RSUs. Effective in 2023, long term equity incentive grants are granted as a mix of 60% PSUs and 40% RSUs Business Judgment: In addition to our formulaic incentive programs, we maintain the ability to incentivize and retain our executives in a manner that reflects our strategic environment in real-time conditions, and compensate our executives in a manner meant to strengthen our business goals and align with our peers Mitigation of Undue Risk: We conduct a risk assessment annually to carefully consider whether any of our compensation programs could lead to excessive or unnecessary risk-taking behavior in our employees Annual Bonus Metrics: We regularly review annual bonus metrics for our executives to align them with our strategy and our peer group | Significant At-Risk, Variable Compensation Aligned with Company Performance and Shareholder Interests: A significant percentage of target compensation awards are at-risk, variable and performance-based Multi-Year Equity Vesting: Multiple-year vesting for all executive equity awards, with increased performance periods for equity awards Stock Ownership Guidelines and Retention Policy: Requires our executives and directors to hold a minimum amount of our Common Stock having a value equal to, for officers, a multiple of their base salary depending on their position and for directors, $500,000 Clawback Policy: All incentive-based compensation awards are subject to recoupment in the event of certain financial restatements Anti-Hedging Policy: We have a policy that prevents executives and directors from engaging in short-term trading, pledging or hedging transactions involving our Common Stock Alignment of Executive Incentives: Our executives own a significant stake in the Company (above our peers), encouraging alignment between our strategic objectives and those of our executive management |

  69. Shareholder Votes on Executive Compensation and Company Responses

    | Reduced cash compensation for NEOs and shift to higher percentage of equity-based compensation Equity-grants to be awarded with 60% PSUs and 40% RSUs Amended Mr. Krohn’s employment agreement to remove single trigger change in control payment, among other things Eliminated individual multiplier for target cash bonuses for NEOs Limited maximum annual bonus limited to 200% of target for NEOs Reduced CEO annual base salary from $1,150,000 to $800,000 and increased equity-based compensation target from 275% to 400% of base salary | Eliminated perquisite compensation related to Mr. Krohn’s personal aircraft use effective in the second quarter of fiscal year 2023 Eliminated single trigger vesting of equity awards in connection with a change of control Reduced cash retainer for non-employee directors from $110,000 to $85,000 Eliminated non-employee director compensation for the execution of consents, membership on committees and meeting fees Increased equity compensation to non-employee directors from $70,000 to $150,000 Paid no special bonuses in 2023 |

  70. Market Analysis

    Market Analysis When making compensation decisions, the Compensation Committee typically considers comparative compensation information of select peer and industry companies as one reference point in its review and approval of compensation for our Named Executive Officers. This review is done with respect to both the structure of our executive compensation program as well as the targeted amount of compensation. The Compensation Committee retained Meridian to act as an independent compensation consultant to provide competitive executive compensation analysis and establish the 2023 compensation programs. Meridian provided the Compensation Committee with a competitive compensation analysis based on publicly available information for a select group of peer companies approved by the Compensation Committee. The peer companies chosen included E&P companies with similar offshore operations to the Company or E&P companies of comparable size to the Company and considered which companies that we regularly compete

  71. Market Analysis

    There were various mergers and acquisitions involving the peer companies above during the 2023 year, but this list is intended to reflect the status of our peer company group at the time that 2023 compensation decisions were originally determined. The Compensation Committee examined data at the 25th, 50th and 75th percentiles for each executive position and for each pay component. Using this market data, the Compensation Committee set total compensation within the competitive market range for peers, while also recognizing that compensation for any specific employee is not purely a mechanical equation. The statistical competitive compensation information is just one of the inputs used in setting executive compensation, as the Compensation Committee has discretion in determining the nature and extent of its use. When exercising its discretion, the Compensation Committee may consider factors such as the nature of an officer’s duties and responsibilities as compared to the corresponding position in the survey and peer group. For example, Mr. Krohn, as the Company’s founder and as the Company’s largest shareholder, provides additional services and benefits to the Company that a traditional chief executive officer at one of the Company’s peers may not, including providing a line of credit to the Company when commercial banks withdrew from the Gulf of Mexico oil and gas market. The experience and value the officer brings to the role, the officer’s performance results, demonstrated success in meeting key financial and other business objectives and the amount of the officer’s pay relative to the pay of his or her peers within our Company are also important factors that the Compensation Committee considers.

  72. Risk Assessment Related to our Compensation Structure

    Risk Assessment Related to our Compensation Structure We believe that our executive compensation plans are appropriately structured and are not reasonably likely to result in material risk to W&T Offshore, Inc. We believe our approach to goal setting, setting of targets with payouts at multiple levels of performance, and evaluation of performance results assist in mitigating excessive risk-taking that could harm our value or reward poor judgment by our executives. Several features of our programs reflect sound risk management practices. We set performance goals that we believe are reasonable in light of past performance and market conditions. In addition, compensation that may be paid under our annual cash incentive compensation program is capped at 200% of target. We also believe we have allocated our compensation among base salary and short- and long-term compensation target opportunities in such a way as to not encourage excessive risk-taking. Further, with respect to our incentive compensation programs, the metrics that determine initial payouts for our employees are Company-wide metrics, and any individual performance adjustments are discretionary and not guaranteed, and we updated our practices in fiscal year 2023 as described above to reflect market practice, advice from our compensation consultant, Meridian, and to address comments received from several of our largest shareholders. This is based on our belief that applying Company-wide metrics mitigates risk by encouraging decision-making that is in the best long-term interests of W&T Offshore, Inc. and our shareholders as a whole. We use RSUs rather than stock options for equity awards because RSUs retain value even in a depressed market so that employees are less likely to take unreasonable risks to get, or keep, options “in-the-money.” Finally, the time-based vesting over a multi-year period for our long-term incentive awards ensures that our employees’ interests align with those of our shareholders for the long-term performance of our Company.

  73. Elements and Purpose of Executive Compensation

    Elements and Purpose of Executive Compensation Our Named Executive Officers’ compensation has historically had three primary components—base salary, annual cash incentive compensation and long-term incentive compensation. Pursuant to the Incentive Compensation Plan, we may grant annual cash incentive awards (the “Cash Incentive Awards”), stock-based awards or a combination of both. Each component of the compensation program is designed to serve a particular purpose, as set forth in the figure below:

  74. Elements and Purpose of Executive Compensation

    | Base Salary | | Annual Cash Incentive Compensation | | Long-Term Incentive Compensation | | Base salary is primarily designed to reward current and past performance and may be adjusted from time to time to realign salaries with market levels. | | Annual cash incentive awards are granted to incentivize our Named Executive Officers largely to assist us in achieving our annual performance goals, as well as, to a lesser degree, to achieve their individual performance goals. | | The long-term incentive award is designed with two main goals in mind: • To align the interests of Named Executive Officers and shareholders by creating a mechanism through which the executives are reasonably likely to build a substantial equity oriented financial interest in the Company; and • Retention. |

  75. Elements and Purpose of Executive Compensation

    With respect to our equity-based compensation awards, the Compensation Committee believes that by personally owning a significant equity interest in the Company, the executives’ interests are better aligned with the shareholders’. In designing our 2023 long-term incentive compensation plan, the Compensation Committee took note of the fact that the Chief Executive Officer owns a significant equity interest in the Company. Accordingly, in the judgment of the Compensation Committee there is a strong alignment between the most senior officer’s interests and those of the shareholders regarding the Company’s pursuit of development of projects with appropriate long-term risk/reward and high potential for long-term value creation for the shareholders. In addition, there is a retention element in the design of our 2023 program because the long-term awards vest over a three-year period. A portion of the long-term awards granted in each year are subject to performance criteria. The targets for such criteria are based on three-year relative TSR. The remaining long-term awards are subject to service-based vesting over a three-year period. The Compensation Committee believes that the blend of TSR performance-based long-term awards and long-term awards with a service-based vesting period strike an appropriate balance between incentivizing long-term performance by the Company and allowing executives to personally obtain a meaningful equity interest in the Company, thereby helping to align the executives’ interest with those of the Company’s shareholders. In addition, our Named Executive Officers participate in the benefit plans and programs that are generally available to all employees of the Company and receive perquisites and other personal benefits, all of which are intended to be part of a competitive overall compensation program.

  76. Annual Cash Incentive Compensation

    Annual Cash Incentive Compensation With respect to the 2023 year, the Cash Incentive Awards were structured as formulaic annual incentive awards, granted pursuant to the Incentive Compensation Plan. The Cash Incentive Awards for the 2023 year rewarded our Named Executive Officers based on the achievement of very detailed and clear Company objectives (the “Performance Metrics”). For the Named Executive Officers, the fiscal year 2023 target cash incentive amounts as a percent of base salary were as follows:

  77. Target Cash Incentive Amounts as a Percent of Base Salary (1)

    Target Cash Incentive Amounts as a Percent of Base Salary (1) (1) Ms. Yang departed from the Company on May 11, 2023, so she was not eligible to receive a 2023 Cash Incentive Award. The 2023 Cash Incentive Award was contingent upon our attainment of the following Performance Metrics.

  78. Target Cash Incentive Amounts as a Percent of Base Salary (1)

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  79. Performance Metrics for 2023 Cash Incentive Compensation

    Performance Metrics for 2023 Cash Incentive Compensation (1) Production amounts are based upon production on an MMBoe basis for the 2023 fiscal year, but taking into account the effect of property sales, if applicable, as determined by the Compensation Committee. “MMBoe” is defined as one million barrels of oil equivalent. (2) The threshold, target and maximum levels for the “Reserves” are based upon ending reserves on an MMBoe basis for the 2023 fiscal year, taking into consideration the effect of property sales, if applicable, as determined by the Compensation Committee. The threshold, target and maximum levels for the LOE and G&A are determined on a gross basis in millions (excluding hurricane expenses, insurance credits for such expenses and/or other extraordinary events).

  80. Performance Metrics for 2023 Cash Incentive Compensation

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  81. Performance Metrics for 2023 Cash Incentive Compensation

    ESG Score will be measured in points, as described in the following table using the defined terms below:

  82. ESG Score Calculation Details Combined ESG Score: 0 To 12 Points

    | Establishing 2023 Performance Metrics | | Production | | The Compensation Committee set the target for production for 2023 at 13.2 MMBoe, which was slightly lower than the Company’s actual performance for 2022, which was 14.6 MMBoe. The production target was consistent with the Company’s updated guidance for 2023, which represented a modest decline from prior-year performance. The Compensation Committee believes that the target was appropriately rigorous because the first quarter of 2023 included a significant turn-around project in the Mobile Bay area, which resulted in planned production down-time. In 2023, the Company was above its threshold objective but below the target objective for Production, at 12.7 MMBoe. | | Proved Reserves | | The Compensation Committee set the target for proved reserves for 2023 at the end of the year at 153.9 MMBoe, which was slightly lower than the Company’s proved reserves at the end of 2022 of 165.3 MMBoe, although materially consistent with the 2022 target of 153.6 MMBoe. In establishing this target, the Compensation Committee recognized that commodity prices in 2022 were particularly high, and prior to the time that the Compensation Committee established the targets for 2023, there was an unexpected downturn in commodity prices, which would have a negative impact on the Company’s proved reserves at the end of 2023 outside of management’s control. The Compensation Committee, therefore, felt that a slightly reduced proved reserves target from year end 2022 would adequately incentivize management to increase proved reserves while not punishing the management team for the unexpected downturn in commodity price environment. In 2023, the Company was below its threshold objective for Proved Reserves, at 123.0 MMBoe. | | LOE and G&A | | The Compensation Committee set the target for LOE and G&A for 2023 at a total of $322.70 million in expense. In 2022, the Company’s performance was $19.83 per BOE. In setting the target for 2023, the Compensation Committee determined that it was advisable to consider performance on a gross basis, rather than a per barrel basis, because the per barrel metric can be artificially impacted by significant increases or decreases in the Company’s production. As production is already included as a metric (noted above), the Committee preferred to view LOE & G&A on a gross basis, which is also consistent with how the Company budgets for the year. This view further made sense for 2023 due to the fact that the first quarter of 2023 included a significant turn-around project in the Mobile Bay Area which resulted in planned production down-time. The Company was above the threshold objective but below the target objective LOE & G&A, at $333.22 million. | | ESG Score | | The Compensation Committee set the target for ESG Score for 2023 at 8.0 points, which was below the Company’s actual performance for 2022 at 10.4 points and consistent with the Company’s target performance for 2022. Although the target score for 2023 was below the Company’s actual performance for 2022, the Compensation Committee believes that the targets were sufficiently rigorous, as the underlying ESG score calculation details were consistent with prior year targets that the Committee believes place the Company among the industry’s best performers on the applicable metrics already. The Compensation Committee believes that the targets adequately challenge management to continue the Company’s goal of furthering ESG initiatives. The Company was above its target objective for ESG Score, at 11.3. |

  83. ESG Score Calculation Details Combined ESG Score: 0 To 12 Points

    | Named Executive Officer (1) | Cash Incentive Amount Earned ($) | | Tracy W. Krohn | 640,000 | | Sameer Parasnis | 154,258 | | William J. Williford | 306,000 | | Jonathan Curth | 289,000 |

  84. Long-Term Equity Incentive Compensation

    Long-Term Equity Incentive Compensation We granted service-based RSU awards and performance-based cash awards and PSUs to each of the Named Executive Officers during 2023, with a target mix of 60% PSUs and 40% RSUs. Total long-term equity award values were determined based upon a percentage of the Named Executive Officer’s base salary for the year, set forth in the figure below. The split between the service-based RSUs and the PSUs (at target), as a percentage of salary, are also set forth below for each Named Executive Officer: Aggregate Long-Term Incentive Awards (as a % of Base Salary) (1) (1) Ms. Yang departed from the Company on May 11, 2023, so she was not eligible to receive any long-term incentive awards. The result is that cash compensation is only a small portion of the total compensation of our Named Executive Officers, with the majority of their compensation being non-cash. The figure below shows the percentage of cash compensation to total compensation for each of our Named Executive Officers.

  85. Long-Term Equity Incentive Compensation

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  86. Percentage of Cash Compensation in Comparison to Total Compensation

    Percentage of Cash Compensation in Comparison to Total Compensation The service-based RSU awards vest in equal installments on each of the first three anniversaries of the vesting commencement date, subject to the Named Executive Officers’ continued employment through each applicable vesting date. The PSU awards vest pursuant to a three-year performance period based on the satisfaction of our relative TSR ranking to a predetermined set of peers generally from the beginning of the first calendar year during which the award is granted through the end of the third calendar year, as further described below. The PSU awards are also subject to service-based vesting requirement through the end of the third calendar year following the year of the grant. The RSUs and PSUs are settled for participants subject to Section 16(b) of the Exchange Act in the form of shares of Common Stock, however the Compensation Committee has the authority to modify the settlement form of vested RSUs prior to the applicable vesting date. The RSUs and PSUs are settled for participants not subject to Section 16(b) of the Exchange Act in either shares of Common Stock, cash or a combination of Common Stock or cash. Settlement shall occur in each case as soon as administratively practicable but in no event later than March 15 of the calendar year following the year in which all vesting restrictions lapse. If the performance period had ended on December 31, 2023, none of the awarded PSUs would have been eligible for vesting on December 31, 2025. The TSR for the Company and each member of the peer group will generally be calculated as follows: (X + Y)/Z, where “X” equals the difference in the volume-weighted average closing price (“VWAP”) of the Company’s securities for the 20 consecutive trading days prior to the end of the performance period, minus the VWAP of that Company’s securities for the 20 consecutive trading days at the beginning of the performance period; “Y” means the cumulative amount of dividends and distributions (whether in the form of cash or equity) paid in respect of the Company’s securities during the performance period, assuming dividends and distributions on such securities are reinvested in additional shares of the Company’s securities; and “Z” means the VWAP of a company’s securities for the 20 consecutive trading days at the beginning of the performance period. Depending on the Company’s ranking within the performance peer group, the PSU award may be earned from 0% to 200% of the target amount of the award, but in no event will the earned award exceed the target amount if the Company’s TSR for the applicable performance period is negative. The amount for the PSU award is earned as follows: The performance peer group for the 2023 performance-based equity awards consists of the following companies:

  87. Tax and Accounting Treatment

    Tax and Accounting Treatment Section 162(m) of the Internal Revenue Code limits us to a deduction for federal income tax purposes of no more than $1 million of compensation paid to certain executive officers in a taxable year. The Compensation Committee considers the impact of Section 162(m) when making compensation decisions. We account for stock-based payments in accordance with the requirements of ASC Topic 718, by which compensation cost is based on the fair value of the equity instrument on the date of grant and is recognized over the period during which an employee is required to provide service in exchange for the award. Because we may offer incentive stock options, non-qualified stock options and restricted stock grants, the deductibility of an equity compensation award by us may not always occur at the time the award is otherwise taxable to the employee.

  88. Basis for Allocation among Incentives

    Basis for Allocation among Incentives Except as described above, our Compensation Committee has not adopted any formal or informal policies or guidelines for allocating compensation between long-term and currently paid compensation, between cash and non-cash compensation or among different forms of non-cash compensation. As noted within the introduction of the section above titled “Elements and Purpose of Compensation,” different forms of compensation serve to meet our various compensation goals, from incentivizing to retaining our executives. Those goals are best met by analyzing the environment in which we will be operating each year and the changing market analysis of our peer group. The allocation of our compensation items needs to be flexible enough to accommodate changing needs. Although we have historically granted RSUs pursuant to our equity program, incentive awards under the Incentive Compensation Plan may be granted in any one or a combination of the following awards in the future: (a) incentive stock options, (b) non-qualified stock options, (c) stock appreciation rights, (d) restricted stock, (e) performance shares, (f) RSUs, (g) bonus stock, (h) dividend equivalents, or (i) cash awards.

  89. 2023 Summary Compensation Table

    2023 Summary Compensation Table The following table sets forth certain information with respect to the compensation for the fiscal year ended 2023 earned by, awarded to or paid to our Named Executive Officers.

  90. 2023 Summary Compensation Table

    | Name | Year | Salary ($) (1) | Special Bonus ($) | Stock Awards ($) (2) | Non-Equity Incentive Plan Compensation ($) (3) | All Other Compensation ($) (4) | Total ($) (5) | | Tracy W. Krohn Chairman, Chief Executive Officer and President (Principal Executive Officer) | 2023 | 905,505 | — | 3,598,400 | 1,184,828 | 174,828 | 5,863,561 | | | 2022 | 1,150,000 | — | 6,798,501 | 3,052,438 | 1,110,453 | 12,111,392 | | | 2021 | 1,000,000 | 1,044,400 | 1,892,602 | 963,300 | 592,419 | 5,492,721 | | Sameer Parasnis Executive Vice President and Chief Financial Officer (Principal Financial Officer) | 2023 | 225,000 | — | 740,096 | 154,258 | 13,363 | 1,132,717 | | | 2022 | — | — | — | — | — | — | | | 2021 | — | — | — | — | — | — | | William J. Williford Executive Vice President and Chief Operating Officer | 2023 | 442,464 | — | 1,518,075 | 365,655 | 19,202 | 2,345,395 | | | 2022 | 425,000 | — | 1,462,029 | 816,962 | 18,300 | 2,722,291 | | | 2021 | 400,000 | 299,066 | 206,897 | 249,850 | 16,833 | 1,172,646 | | Jonathan Curth Executive Vice President, General Counsel and Corporate Secretary | 2023 | 417,464 | — | 1,433,738 | 289,000 | 8,286 | 2,148,488 | | | 2022 | 221,496 | — | 427,203 | 358,694 | 6,462 | 1,013,855 | | | 2021 | — | — | — | — | — | — | | Janet Yang Former Executive Vice President and Chief Financial Officer | 2023 | 191,505 | — | — | — | 11,490 | 202,995 | | | 2022 | 425,000 | — | 1,462,029 | 902,458 | 20,017 | 2,809,504 | | | 2021 | 400,000 | 319,583 | 206,897 | 308,256 | 17,100 | 1,251,836 |

  91. 2023 Summary Compensation Table

    (1) The amounts reflected in this column include total annual base salary earned for the fiscal year. (2) The amounts under the “Stock Awards” column reflect the aggregate grant date fair value of performance-based stock units granted to the NEOs pursuant to the Incentive Compensation Plan, computed in accordance with ASC Topic 718, without regard to any risk of forfeitures. The grant date fair value of performance-based stock units is reported based on the probable outcome of the performance conditions on the date of grant. The discussion of the assumptions used in calculating these values can be found in Note 11 to our consolidated financial statements. If the maximum amount, rather than the target amount, were reported in the table with respect to the PSUs as of December 31, 2023, the total values associated with all stock award grants, would be as follows: Mr. Krohn, $5.1 million; Mr. Parasnis, $1.1 million; Mr. Williford, $2.2 million; and Mr. Curth, $2.0 million. (3) The long-term cash incentive component granted in connection with our 2021 PSUs vested on September 29, 2023, and have been included as follows: Mr. Krohn, $544,828; and Mr. Williford, $59,655. The amount excludes perquisites and other personal benefits if the total aggregate value (based on aggregate incremental cost to the Company) in a given year did not exceed $10,000. As of January 1, 2021, Mr. Krohn is no longer reimbursed for taxes on imputed income associated with his

  92. 2023 Summary Compensation Table

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  93. 2023 Summary Compensation Table

    personal aircraft usage for gross-up for taxes on imputed income associated with such aircraft usage. The amounts under “All Other Compensation” for 2023 include for Mr. Krohn $149,850 for incremental costs associated with his use of chartered aircraft and to reimburse him for the charter of his aircraft for his personal use prior to our compensation changes. Please see “—Compensation Changes in 2023” for a description of the changes to our aircraft policy. The remaining amounts for each Named Executive Officer relate to Company contributions made into the executives’ 401(k) plan accounts and club membership fees.

  94. 2023 Grants of Plan-Based Awards

    2023 Grants of Plan-Based Awards The following table sets forth information with respect to the equity-based incentive awards under the Incentive Compensation Plan, and the 2023 Cash Incentive Awards. Amounts reflect grant date values, rather than actual values that may be received upon the vesting or settlement of the award.

  95. 2023 Grants of Plan-Based Awards

    | Named Executive Officer (1) | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards Grant (2) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (3) | | | All Other Stock Awards: Number of Shares of Stock or Units (4) | Grant Date Fair Value of Stock Awards ($) (5) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold ($) | Target ($) | Maximum ($) | | | | Tracy W. Krohn | 6/5/2023 | 400,000 | 800,000 | 1,600,000 | | | | | | | | 6/5/2023 | | | | 240,000 | 480,000 | 960,000 | | 2,318,400 | | | 6/5/2023 | | | | | | | 320,000 | 1,280,000 | | Sameer Parasnis | 7/3/2023 | 96,411 | 192,822 | 385,644 | | | | | | | | 7/3/2023 | | | | 51,041 | 102,082 | 204,164 | | 476,723 | | | 7/3/2023 | | | | | | | 68,055 | 263,373 | | William J. Williford | 6/5/2023 | 191,250 | 382,500 | 765,000 | | | | | | | | 6/5/2023 | | | | 101,250 | 202,500 | 405,000 | | 978,075 | | | 6/5/2023 | | | | | | | 135,000 | 540,000 | | Jonathan Curth | 6/5/2023 | 180,625 | 361,250 | 722,500 | | | | | | | | 6/5/2023 | | | | 95,625 | 191,250 | 382,500 | | 923,738 | | | 6/5/2023 | | | | | | | 127,500 | 510,000 |

  96. 2023 Grants of Plan-Based Awards

    (1) Ms. Yang departed from the Company on May 11, 2023, so she was not eligible to receive any plan-based awards. (2) These amounts represent the threshold, target and maximum cash values associated with the grants of our 2023 Cash Incentive Awards. (3) These amounts represent the threshold, target and maximum number of PSUs that may become earned pursuant to the PSUs granted to the Named Executive Officers during the 2023 fiscal year. The number of PSUs which ultimately become earned is based on our Relative TSR performance, as discussed in “Compensation Discussion and Analysis—Elements and Purpose of Executive Compensation—Long-Term Equity Incentive Compensation.” The amounts in the “maximum” column assume the highest level of performance would be achieved with respect to the performance conditions. (4) The RSUs vest in equal one-third installments on the anniversary of the grant date in 2024, 2025, and 2026, in each case, subject to continued service and employment through the applicable vesting date. These amounts represent the aggregate grant date fair value of these awards computed in accordance with FASB ASC Topic 718 assuming no forfeitures. For the PSUs, the amounts shown reflect estimates of the probable outcomes of the performance vesting conditions judged as of the time of issuance. These are the amounts shown in the “Summary Compensation Table”.

  97. 2023 Grants of Plan-Based Awards

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  98. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards

    Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards

  99. Outstanding Equity Awards at December 31, 2023

    Outstanding Equity Awards at December 31, 2023 The following table sets forth information regarding RSUs and PSUs that have not vested for each of the Named Executive Officers outstanding as of December 31, 2023. The 2023 closing stock price used to calculate the values in the table below was $3.26.

  100. Outstanding Equity Awards at December 31, 2023

    | | Stock Awards | | | | | Name | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Tracy W. Krohn Chairman, Chief Executive Officer and President | 320,000 (1) | 1,043,200 | 480,000 (4) | 1,564,800 | | | 167,748 (2) | 546,858 | 502,970 (5) | 1,639,682 | | | 73,863 (3) | 240,793 | | | | Sameer Parasnis Executive Vice President and Chief Financial Officer | 68,055 (1) | 221,859 | 102,082 (4) | 332,787 | | William J. Williford Executive Vice President and Chief Operating Officer | 135,000 (1) | 440,100 | 202,500 (4) | 660,150 | | | 36,033 (2) | 117,468 | 108,202 (5) | 352,739 | | | 8,063 (3) | 240,793 | | | | Jonathan Curth Executive Vice President, General Counsel and Corporate Secretary | 127,500 (1) | 415,650 | 191,250 (4) | 623,475 | | | 11,668 (2) | 38,038 | 35,056 (5) | 114,283 | | Janet Yang Former Executive Vice President and Chief Financial Officer | — | — | — | — |

  101. Outstanding Equity Awards at December 31, 2023

    (1) These RSUs were granted to Mr. Krohn, Mr. Williford and Mr. Curth on June 5, 2023, and to Mr. Parasnis on July 3, 2023. These RSUs vest in three equal annual installments on the anniversary of the grant date in 2024, 2025, and 2026, subject to continued employment through the applicable vesting date. (2) These RSUs were granted to Mr. Krohn and Mr. Williford on May 26, 2022, and to Mr. Curth on June 20, 2022. These RSUs vest in three equal annual installments on each of January 1, 2023, January 1, 2024, and January 1, 2025, subject to continued employment through the applicable vesting date. (3) These RSUs were granted on June 28, 2021, and vest in three equal annual installments on each of January 1, 2022, January 1, 2023, and January 1, 2024, subject to continued employment through the applicable vesting date. (4) These PSUs were granted to Mr. Krohn, Mr. Williford and Mr. Curth on June 5, 2023, and to Mr. Parasnis on July 3, 2023. These PSUs were granted for the performance period commencing on January 1, 2023, and ending on December 31, 2025, subject to continued employment through the same date. The number of shares reported reflects the target payout. These PSUs were granted to Mr. Krohn and Mr. Williford on May 26, 2022, and to Mr. Curth on June 20, 2022. These PSUs were granted for the performance period commencing on January 1, 2022, and ending on December 31, 2024, subject to continued employment through January 1, 2025. The number of shares reported reflects the target payout.

  102. Outstanding Equity Awards at December 31, 2023

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  103. Stock Vested Table for 2023

    Stock Vested Table for 2023 The following table sets forth certain information for the fiscal year ended December 31, 2023, concerning the vesting of previously granted shares of RSUs and PSUs for our Named Executive Officers. The value shown is based on the closing price of our Common Stock on the date of vesting. There were no options exercised in 2023.

  104. Stock Vested Table for 2023

    | Named Executive Officer | Vesting Date | Number of Shares Acquired on Vesting | Value Realized on Vesting ($) | | Tracy W. Krohn | 1/1/2022 | 157,737 | 798,149 (1) | | | 9/29/2023 | 77,227 | 338,254 (2) | | Sameer Parasnis | — | — | — | | William J. Williford | 1/1/2023 | 26,082 | 131,975 (1) | | | 9/29/2023 | 8,455 | 37,033 (2) | | Jonathan Curth | 1/1/2023 | 5,834 | 29,520 (1) | | Janet Yang | 1/1/2023 | 26,082 | 131,975 (1) |

  105. Stock Vested Table for 2023

    (1) Valued at $5.06 per share, which was the closing price on the date of vesting. A portion of the vested shares were used for withholding and payroll taxes, valued on the closing price at the date of vesting. (2) Valued at $4.38 per share, which was the closing price on the date of vesting. A portion of the vested shares were used for withholding and payroll taxes, valued on the closing price at the date of vesting.

  106. Potential Payments Upon Termination or a Change in Control

    Potential Payments Upon Termination or a Change in Control

  107. Potential Payments upon Termination or a Change in Control Table

    Potential Payments upon Termination or a Change in Control Table The following table provides information regarding potential payments to our Named Executive Officers as of December 31, 2023, in connection with certain termination or change in control events. Ms. Yang did not receive any payments in connection with her departure from the Company on May 11, 2023.

  108. Potential Payments upon Termination or a Change in Control Table

    | Executive and Compensation Component | Change of Control ($) | Death and Disability ($) | Termination by Company without Cause or by Executive for Good Reason ($) | Retirement ($) | | Tracy W. Krohn | | | | | | Pro-Rata Bonus Award (1) | 800,000 | — | 800,000 | — | | CEO Severance Payment (2) | 2,400,000 | — | 2,400,000 | — | | Continued Medical (3) | 47,639 | — | 47,639 | — | | Accelerated Equity and Incentive Awards (4) | 5,035,334 | 787,652 | 5,035,334 | 438,834 | | Total (5) | 8,282,973 | 787,652 | 8,282,973 | 438,834 | | Sameer Parasnis | | | | | | NEO Severance Payment (6) | 1,285,644 | — | — | — | | NEO Earned Bonus Payment (7) | 154,258 | — | — | — | | Pro-Rata Target Bonus Award (8) | 192,822 | — | — | — | | Continued Medical (9) | 34,017 | — | — | — | | Accelerated Equity and Incentive Awards (4) | 554,647 | — | — | — | | Total (5) | 2,221,388 | — | — | — | | William J. Williford | | | | | | NEO Severance Payment (6) | 1,665,000 | — | — | — | | NEO Earned Bonus Payment (7) | 306,000 | — | — | — | | Pro-Rata Target Bonus Award (8) | 382,500 | — | — | — | | Continued Medical (9) | 34,017 | — | — | — | | Accelerated Equity and Incentive Awards (4) | 1,811,249 | 358,261 | — | — | | Total (5) | 4,198,766 | 358,261 | — | — | | Jonathan Curth | | | | | | NEO Severance Payment (6) | 1,572,500 | — | — | — | | NEO Earned Bonus Payment (7) | 289,000 | — | — | — | | Pro-Rata Target Bonus Award (8) | 361,250 | — | — | — | | Continued Medical (9) | 34,017 | — | — | — | | Accelerated Equity and Incentive Awards (4) | 1,191,445 | 38,038 | — | — | | Total (5) | 3,448,212 | 38,038 | — | — |

  109. Potential Payments upon Termination or a Change in Control Table

    (1) Mr. Krohn would be entitled to receive the Pro-Rated Bonus upon a termination by the Company without Cause, or by Mr. Krohn for Good Reason, in each case whether or not in connection with a change of control. (2) In the event of a termination without Cause or by Mr. Krohn for Good Reason, in each case whether or not in connection with a change of control, the CEO Severance Payment is three times the executive’s annual base salary as of December 31, 2023, which was $800,000 for Mr. Krohn. (3) In the event of a termination without Cause or by Mr. Krohn for Good Reason, in each case whether or not in connection with a change of control, Mr. Krohn is entitled to a lump sum payment equal to the difference between the amount Mr. Krohn is required to pay to effect and continue COBRA coverage under the Company’s group health plans for a 24 month period and the employee contribution amount that active senior employees pay for the same or similar coverage under the Company’s group health plans. The amounts are based upon the Company’s COBRA costs as of December 31, 2023, for the maximum period of 24 months. Accelerated equity reflects 2023 and 2022 RSU and PSU amounts outstanding and the 2021 RSU amounts outstanding. The accelerated amounts were determined by multiplying the number of outstanding awards held by each executive (detailed above in the “Outstanding Equity Awards at

  110. Potential Payments upon Termination or a Change in Control Table

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  111. Potential Payments upon Termination or a Change in Control Table

    December 31, 2023” table), either on a full or pro-rata basis as applicable in each circumstance for each grant, by the closing price of our Common Stock on December 29, 2023 (the last trading day in 2023), which was $3.26 per share. Amounts shown here are a total of the full costs for each element. The employment agreement for Mr. Krohn has a “cut back” provision that would require us to pay $1.00 less than three times the executive’s base salary in the event that the payment to the executive would constitute a “parachute payment” and Mr. Krohn would be better off on a net after tax basis with a cut back, so the total amounts shown could be reduced in certain situations. (6) In the event of a termination without Cause or by the NEO for Good Reason within one year of a change of control, the NEO Severance Payment is two times the sum of the executive’s annual base salary and annual target bonus as of December 31, 2023. (7) In the event of a termination without Cause or by the Eligible Executive for Good Reason within one year of a change of control, the Eligible Executives are entitled to any earned but unpaid annual bonus, if any, for the prior calendar preceding the Eligible Executive’s separation date. These amounts represent each executive’s earned bonus amounts as of December 31, 2023. (8) In the event of a termination without Cause or by the NEO for Good Reason within one year of a change of control, the Eligible Executives are entitled to a payment equal to the product of (A) the Eligible Executive’s target annual bonus for the calendar year that includes the Eligible Executive’s separation date and (B) a fraction the numerator of which is the number of days prior to the Eligible Executive’s separation date in the calendar year in which the Eligible Executive’s separation date occurs and the denominator of which is the number of days in such year. These amounts represent the respective Eligible Executive’s target annual bonus amount that would be payable had such separation occurred on December 31, 2023. (9) In the event of a termination without Cause or by the Eligible Executive for Good Reason within one year of a change of control, the Eligible Executives are entitled to continued medical coverage pursuant to COBRA for a period of up to 18 months. The amounts are based upon the Company’s COBRA costs as of December 31, 2023.

  112. Pay Versus Performance

    Pay Versus Performance The following table sets forth certain information with respect to the Company’s financial performance and the compensation paid to our NEOs for the fiscal years ended on December 31, 2023, December 31, 2022, December 31, 2021, and December 31, 2020.

  113. Pay Versus Performance

    | Year | Summary Compensation Table Total for PEO (1) | Compensation Actually Paid to PEO (1)(2) | Average Summary Compensation Table Total for Non-PEO NEOs (3) | Average Compensation Actually Paid to Non-PEO NEOs (3)(2) | Value of Initial Fixed $100 Investment Based On: | | Net Income (in thousands) (5) | Net Debt (in thousands) (6) | | | | | | | Total Shareholder Return (4) | Peer Group Total Shareholder Return (4) | | | | 2023 | $5,863,561 | $324,131 (7) | $1,457,399 | $513,840 (7) | $58.63 | $146.23 | $15,598 | $217,266 | | 2022 | $12,111,392 | $11,581,183 | $1,878,070 | $2,779,710 | $100.36 | $144.89 | $231,149 | $232,080 | | 2021 | $5,492,721 | $4,896,511 | $1,129,297 | $1,065,664 | $58.09 | $101.81 | $(41,478) | $485,099 | | 2020 | $2,030,112 | $36,005 | $456,097 | $262,900 | $39.03 | $61.84 | $37,790 | $581,560 |

  114. Pay Versus Performance

    (1) The name of the Principal Executive Officer of the Company (“PEO”) reflected in these columns for each of the applicable fiscal years is Tracy W Krohn. (2) In calculating the ‘compensation actually paid’ amounts reflected in these columns, the fair value or change in fair value, as applicable, of the equity award adjustments included in such calculations was computed in accordance with FASB ASC Topic 718. The valuation assumptions used to calculate such fair values did not materially differ from those disclosed at the time of grant. The names of each of the non-PEO NEOs reflected in these columns for each applicable fiscal year are as follows: (i) for fiscal year 2023, Sameer Parasnis, Janet Yang, William J. Williford and Jonathan Curth, (ii) for fiscal year 2022, Janet Yang, William J. Williford, Jonathan Curth and Stephen Schroeder; and (iii) for fiscal years 2021 and 2020, Janet Yang, William J. Williford, Stephen Schroeder and Shahid Ghauri.

  115. Pay Versus Performance

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  116. Pay Versus Performance

    The Company TSR and the Company’s Peer Group TSR reflected in these columns for each applicable fiscal year is calculated based on a fixed investment of $100 at the applicable measurement point on the same cumulative basis as is used in Item 201(e) of Regulation S-K. The peer group used to determine the Company’s Peer Group TSR for each applicable fiscal year is the following published industry index, as disclosed in our Annual Report on Form 10-K for the year-ended December 31, 2023, pursuant to Item 201(e) of Regulation S-K: SPSIOP. (5) Represents the amount of net income reflected in the Company’s audited GAAP financial statements for each applicable fiscal year. (6) We have selected Net Debt as our most important financial measure (that is not otherwise required to be disclosed in the table) used to link ‘compensation actually paid’ to our NEOs to company performance for fiscal year 2023. Net Debt is a measure of the Company’s total debt, less the Company’s cash and cash equivalents. (7) For fiscal year 2023, the ‘compensation actually paid’ to the PEO and the average ‘compensation actually paid’ to the non-PEO NEOs reflect each of the following adjustments made to the total compensation amounts reported in the Summary Compensation Table for fiscal year 2023, computed in accordance with Item 402(v) of Regulation S-K:

  117. Pay Versus Performance

    | Compensation Actually Paid for Fiscal Year 2023 | PEO | Average Non-PEO NEOs | | Total Compensation Reported in 2023 Summary Compensation Table | $5,863,561 | $1,457,399 | | Less, Grant Date Fair Value of Stock & Option Awards Reported in the 2023 Summary Compensation Table | (3,598,400) | (922,977) | | Plus, Year-End Fair Value of Awards Granted in 2023 that are Outstanding and Unvested | 2,214,400 | 571,860 | | Plus, Change in Fair Value of Awards Granted in Prior Years that are Outstanding and Unvested (From Prior Year-End to Year-End) | (3,980,734) | (275,882) | | Plus, Vesting Date Fair Value of Awards Granted in 2023 that Vested in 2023 | — | — | | Plus, Change in Fair Value of Awards Granted in Prior Years that Vested in 2023 (From Prior Year-End to Vesting Date) | (174,696) | (10,076) | | Less, Prior Year-End Fair Value of Awards Granted in Prior Years that Failed to Vest in 2023 | — | (306,484) | | Plus, Dollar Value of Dividends or other Earnings Paid on Stock & Option Awards in 2023 prior to Vesting (if not reflected in the fair value of such award or included in Total Compensation for 2023) | — | — | | Total Adjustments | $(5,539,430) | $(943,559) | | Compensation Actually Paid for Fiscal Year 2023 | $324,131 | $513,840 |

  118. Pay Versus Performance Comparative Disclosure

    Pay Versus Performance Comparative Disclosure As described in more detail in the section titled “Compensation Discussion and Analysis—Compensation Philosophy and Objectives,” the Company’s executive compensation program reflects a variable pay-for-performance philosophy. While the Company utilizes several performance measures to align executive compensation with Company performance, all of those Company measures are not presented in the table above. Further, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with ‘compensation actually paid’ for a particular year (as computed in accordance with Item 402(v) of Regulation S-K). In accordance with Item 402(v) of Regulation S-K, the Company is providing the following descriptions of the relationships between the information presented in the table above.

  119. Compensation Actually Paid and Company TSR

    Compensation Actually Paid and Company TSR As demonstrated by the following graph, the amount of ‘compensation actually paid’ to the PEO and the average amount of ‘compensation actually paid’ to the non-PEO NEOs is generally aligned with the Company’s TSR over the four years presented in the table. This is because a significant portion of the ‘compensation

  120. Compensation Actually Paid and Company TSR

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  121. Compensation Actually Paid and Company TSR

    actually paid’ to the PEO and to the non-PEO NEOs is comprised of equity awards and performance awards tied to the Company’s relative TSR.

  122. Compensation Actually Paid and Net Income

    Compensation Actually Paid and Net Income We do not use net income as a performance measure in our overall executive compensation program, and, as a result, there is not a direct correlation between the amount of “compensation actually paid” to the PEO and the average amount of “compensation actually paid” to the non-PEO NEOs as set forth in the table. Due to high levels of non-cash depreciation, depletion and amortization recorded by oil and gas companies, net income often understates the cash flows available to oil and gas companies for repayment of debt, capital investments, dividends or share buybacks. Furthermore, oil and gas companies often hedge oil and gas production to protect future cash flows from the volatility of oil and gas prices. If large volumes of production are hedged for multiple years (as the Company did with natural gas production volumes in 2021), as there are large swings in oil and gas prices, companies are often forced to record large non-cash unrealized derivative gains or losses related to their outstanding hedge positions for future years, which can further meaningfully impact net income upward or downward for a given year. Due to the impacts of such large non-cash items that are regularly recorded on the income statement of oil and gas companies, we do not believe net income is a good performance measure to focus on for the Company.

  123. Compensation Actually Paid and Net Debt

    Compensation Actually Paid and Net Debt As demonstrated by the following graph, the amount of ‘compensation actually paid’ to the PEO and the average amount of ‘compensation actually paid’ to the non-PEO NEOs is generally aligned with the Company’s

  124. Compensation Actually Paid and Net Debt

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  125. Compensation Actually Paid and Net Debt

    reduction in Net Debt over the four years presented in the table. As described above, Net Debt is defined as the Company’s total debt, less the Company’s cash and cash equivalents. While the Company uses numerous financial and non-financial performance measures for the purpose of evaluating performance for the Company’s compensation programs, the Company has determined that reduction in Net Debt has been the Company’s most important financial performance measure (that is not otherwise required to be disclosed in the table) used to link ‘compensation actually paid’ to the non-PEO NEOs to company performance for the past several years, including for fiscal year 2023. The reduction of Net Debt to improve the Company’s credit profile to either enable full repayment or refinance of the Senior Second Lien Notes due November 2023 was a key strategic initiative for the Company’s management team in recent years and seen to be a key driver for the Company’s relative total shareholder return performance, given regular communications from existing shareholders and potential investors that the looming maturity of the $552.5 million of Senior Second Lien Notes due November 2023 was viewed to be the most significant near-term risk of the Company. In 2023, the Company successfully leveraged its overall reduction in Net Debt to$232.1 million as of December 31, 2022, to fully refinance the $552.5 million of Senior Second Lien Notes due November 2023 and issue $275 million of new Senior Second Lien Notes due January 2026, despite a challenging capital markets environment. The reduction in Net Debt and successful refinancing of the Second Lien Notes due November 2023 has resulted in a more attractive, de-levered balance sheet for the Company. As a result, the evaluation of the reduction in Net Debt is integral in determining how the Company has performed in recent years including 2023 and therefore, how the Company’s management team has performed.

  126. Pay versus Performance Tabular List

    Pay versus Performance Tabular List The following table lists our most important performance measures used by us to link ‘compensation actually paid’ to our NEOs to company performance for fiscal year 2023. The performance measures included in this table are not ranked by relative importance.

  127. Pay versus Performance Tabular List

    | Most Important Performance Measures | | Production | | Proved Reserves | | ESG Score | | Adjusted EBITDA | | Adjusted EBITDA Margin | | Net Debt | | TSR |

  128. Pay versus Performance Tabular List

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  129. Pay Ratio

    Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of Tracy W. Krohn, our Chief Executive Officer. For 2023, our last completed fiscal year: • The median of the annual total compensation of all employees of our Company (other than the Chief Executive Officer) was $130,971; • The annual total compensation of our Chief Executive Officer, as reported in the Summary Compensation Table included elsewhere within this proxy statement, was $5,863,561; and • For 2023 the ratio of the annual total compensation of our Chief Executive Officer to the median of the annual total compensation of all employees was 45 to 1. The process used to determine this ratio is described below: To identify the median employee using the annual total compensation of all our employees, as well as to determine the annual total compensation of our median employee and our Chief Executive Officer, we took the following steps: • We determined that, as of December 31, 2023, our employee population consisted of approximately 395 individuals. All of these individuals are located in the United States (as reported in Item 1, Business, in our Annual Report on Form 10-K filed with the SEC on March 6, 2023). This population consisted of persons classified as employees. We do not have seasonal workers, and we did not include persons classified as contractors. • We used December 31, 2023, as our identification date for determining our median employee because it enabled us to make such identification in a reasonably efficient and economic manner. Payroll information for the year 2023 is currently accumulated for other purposes, such as providing information to the Internal Revenue Service (“IRS”) for 2023; therefore, payroll information for the year 2023 was utilized. • We consistently applied a compensation measure to all employees by using the 2023 gross earnings reflected in our payroll records. The gross earnings for employees who were hired during 2023 were annualized using their gross earnings paid during 2023 and their date of hire. Employees who were hired at the end of December 2023 and did not receive any compensation in 2023 were excluded from the population. These gross earnings included all earnings reported on Form W-2 to the IRS, plus earnings which are excluded from W-2 earnings, which were primarily employee contributions to our 401(k) plan. • We identified our median employee by consistently applying this compensation measure to all of our employees included in our analysis. Since all of our employees, including our Chief Executive Officer, are located in the United States, we did not make any cost of living adjustments in identifying the median employee. After we identified our median employee, we combined all of the elements of such employee’s compensation for 2023 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $130,971. This amount will differ from amounts reported on Form W-2 primarily due to the amounts contributed by the Company to the employee’s account under the 401(k) plan.

  130. Pay Ratio

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