DEF 14A of Sandridge Energy Inc
Filed Apr 27, 2026 · FY20250001140361-26-017133
PROPOSAL 1: ELECTION OF DIRECTORS
PROPOSAL 1: ELECTION OF DIRECTORS
BOARD NOMINEES
BOARD NOMINEES The Nominating & Governance Committee and the Board have determined to nominate Messrs. Firestone, Icahn, Intrieri, Katz, Pranin, and Ms. Dunlap to serve on the Board at the Annual Meeting. The Nominating & Governance Committee and the Board believe the nominees possess the qualities desirable in individual directors and contribute to the skills and experiences desired for the Board as a whole. If elected, each nominee would serve a term expiring at the close of our 2027 annual meeting or until his or her successor is duly elected. Randolph C. Read, who has served as a member of the Board of Directors since June 2018, has advised the Board that he will not be available to stand for re-election at the 2026 Annual Meeting of Stockholders. He will continue to serve as a director until the expiration of his term at the Annual Meeting. This decision was not the result of any disagreement with the Company on any matter relating to its operations, policies, or practices. The Board expresses its sincere gratitude to Mr. Read for his years of dedicated service and valuable contributions. Our Board contemplates that each of the nominees will be able to serve if elected. Each of the Board’s nominees has consented to serve as a nominee, to serve as a director if elected and to be named as a nominee in this Proxy Statement. However, if at the time of the Annual Meeting, a nominee becomes unable to serve or for good cause will not serve, the discretionary authority provided in the proxies solicited by the Board may be used to vote for a substitute or substitutes who may be recommended by the Nominating & Governance Committee and whom the Board may propose to replace such nominee. The Board has no reason to believe that any substitute nominee or nominees will be required.
DIRECTOR BIOGRAPHICAL INFORMATION(1)
DIRECTOR BIOGRAPHICAL INFORMATION(1) At the Annual Meeting, stockholders are being asked to elect Messrs. Firestone, Icahn, Intrieri, Katz, Pranin, and Ms. Dunlap. The Board unanimously recommends that stockholders vote “FOR” each of the nominees named above. See “Questions and Answers about the Annual Meeting - How does the Board recommend I vote on the proposals, and what is the vote required for each proposal?” for more information.
DIRECTOR BIOGRAPHICAL INFORMATION(1)
| Vincent Intrieri | | | Age: 69 | | | Director since: October 2024 | | | Mr. Intrieri has served as an independent director and Chairman of the Board since October 2024 and currently serves as a member of the Compensation Committee and the Nominating & Governance Committee. He is the Founder and CEO of VDA Capital Management LLC, a private investment fund founded in 2017. Mr. Intrieri was previously employed by Carl C. Icahn-related entities in various investment-related capacities from 1998 to 2016. From 2008 to 2016, Mr. Intrieri served as Senior Managing Director of Icahn Capital LP, the entity through which Carl C. Icahn manages private investment funds. In addition, from 2004 to 2016, Mr. Intrieri was a Senior Managing Director of Icahn Onshore LP, the general partner of Icahn Partners LP, and Icahn Offshore LP, the general partner of Icahn Partners Master Fund LP, entities through which Mr. Icahn invests in securities. Mr. Intrieri has served as a director of Transocean Ltd. (NYSE: RIG) since 2014 and Hertz Global Holdings, Inc. (NYSE: HTZ) since 2014. Mr. Intrieri has served as a director on the board of International Flavors & Fragrances (NYSE: IFF) since January 2025. Mr. Intrieri previously served as a director of Navistar International Corporation from 2012 until 2021, Energen Corporation from March 2018 until November 2018, Conduent Incorporated from 2017 to 2018, Chesapeake Energy Corporation from 2012 to 2016, CVR Refining, GP, LLC, the general partner of CVR Refining, LP, from 2012 to 2014, Ferrous Resources Limited from 2015 to 2016, Forest Laboratories Inc. from 2013 to 2014, CVR Energy, Inc. from 2012 to 2014, Federal-Mogul Holdings Corporation from 2007 to 2013, Icahn Enterprises L.P. from 2006 to 2012, and was Senior Vice President of Icahn Enterprises L.P. from 2011 to 2012. Mr. Intrieri was also a director of Dynegy Inc. from 2011 to 2012, and Chair and a director of PSC Metals Inc. from 2007 to 2012. He served as a director of Motorola Solutions, Inc. from 2011 to 2012, XO Holdings from 2006 to 2011, National Energy Group, Inc. from 2006 to 2011, American Railcar Industries, Inc. from 2005 to 2011, WestPoint Home LLC from 2005 to 2011, and as Chair and a director of Viskase Companies, Inc. from 2003 to 2011. Mr. Intrieri graduated, with Distinction, from The Pennsylvania State University (Erie Campus) with a B.S. in Accounting in 1984. Mr. Intrieri was a certified public accountant. | QUALIFICATIONS Mr. Intrieri has significant business and leadership experience in energy, financial accounting and other sectors, and has served as an independent director to a number of successful energy companies. |
DIRECTOR BIOGRAPHICAL INFORMATION(1)
| Nancy Dunlap | | | Age: 73 | | | Director since: October 2022 | | | Ms. Dunlap has served as an independent director since October 2022 and currently serves as Chair of the Nominating & Governance Committee and as a member of the Audit Committee. She has served since 1999 as the private counsel and head/Chairman of the private family office of Jon S. Corzine, former New Jersey Governor and United States Senator. Ms. Dunlap has served as a director of Icahn Enterprises G.P. Inc., the general partner of Icahn Enterprises L.P., since April 2021. Ms. Dunlap was previously a director of CVR Refining, LP, an independent downstream energy limited partnership, from July 2018 to February 2019. Ms. Dunlap received a Juris Doctor from St. John’s University School of Law and a Bachelor of Arts from the University of Denver. | QUALIFICATIONS Ms. Dunlap’s significant business and leadership experience in the financial, government, and energy sectors makes her well qualified to serve on the Board. |
DIRECTOR BIOGRAPHICAL INFORMATION(1)
| Jaffrey “Jay” A. Firestone | | | Age: 69 | | | Director since: May 2021 | | | Mr. Firestone has served as an independent director since May 2021 and currently serves as a member of the Compensation Committee and Audit Committee. Mr. Firestone has served as Chairman and Chief Executive Officer at Prodigy Pictures Inc., a producer of film, television and cross-platform media since 2006. Previously, Mr. Firestone established Fireworks Entertainment in 1996 to produce, distribute and finance television programs and feature films. In 1998, Fireworks Entertainment was acquired by CanWest Global Communications Corporation and Mr. Firestone was named chairman and chief executive officer and oversaw the company’s Los Angeles and London based television operations as well as its Los Angeles feature film division, Fireworks Pictures. In addition, Mr. Firestone oversaw the company’s interest in New York based IDP Distribution, an independent distribution and marketing company formed by Fireworks Entertainment in 2000 as a joint venture with Samuel Goldwyn Films and Stratosphere Entertainment. Mr. Firestone has served on the board of directors for the Academy of Canadian Cinema and Television and the Academy of Television Arts and Sciences International Council in Los Angeles. Mr. Firestone has led two initial public offerings. Mr. Firestone has been a director of Enzon Pharmaceuticals, Inc. since June 2022, a director of CVR Energy, Inc. since January 2020 and previously served as a director of Voltari Corporation, a commercial real estate company indirectly controlled by Carl C. Icahn. Mr. Firestone obtained a degree in commerce from McMaster University. | QUALIFICATIONS Mr. Firestone has extensive experience in financial reporting, which, in addition to his past service on other boards, enables him to advise our Board on a range of matters including financial matters. |
DIRECTOR BIOGRAPHICAL INFORMATION(1)
| Grayson Pranin | | | Age: 46 | | | Director since: June 2025 | | | Mr. Pranin currently serves as a director since June 2025 and as the Company’s President and Chief Executive Officer since July 2021 and previously served as Chief Operating Officer and in various engineering, operational and leadership roles with SandRidge Energy since December 2011. Prior to then, Mr. Pranin served in various engineering and operating roles for Pioneer Natural Resources from June 2010 to November 2011. Mr. Pranin has served his country as a non-commissioned and commissioned officer in the U.S. Army Engineer Corps. Mr. Pranin received his Bachelor of Science from the University of Nevada at Reno. | QUALIFICATIONS Mr. Pranin has significant industry and leadership experience with extensive technical knowledge of oil and gas operations. His tenure at SandRidge provides an in depth understanding of the Company, its operations, and its personnel. |
DIRECTOR BIOGRAPHICAL INFORMATION(1)
| Brett Icahn | | | Age: 46 | | | Director since: August 2025 | | | Mr. Icahn has served as an independent director of our Company since August 2025. Mr. Icahn is a respected American investor and portfolio manager, currently serving as a member of the board of Icahn Enterprises L.P. and a Portfolio Manager at Icahn Capital LP, a subsidiary of Icahn Enterprises. Since October 2020, Mr. Icahn has played a leading role in managing the investment strategy for Icahn Capital. Prior to that, from 2017 to 2020, he served as a consultant to Icahn Enterprises, where he provided exclusive investment advice to Carl C. Icahn, focusing on capital allocation across the firm’s operating subsidiaries and investment portfolio. In addition to the board of Icahn Enterprises L.P., Mr. Icahn currently serves on the board of Bausch Health Companies Inc. (since March 2021), and on the board of Bausch + Lomb Corporation (since June 2022). In the last five years, Mr. Icahn has previously served on the boards of Dana Inc. and Newell Brands Inc. Mr. Icahn has previously served on the boards of American Railcar Industries, Inc., Cadus Corporation, Nuance Communications, Inc., Take-Two Interactive Software Inc., The Hain Celestial Group, Inc., and Voltari Corporation (previously known as Motricity Inc.). Mr. Icahn received his Bachelor of Arts from Princeton University. | QUALIFICATIONS Mr. Icahn’s significant business and investment experience across a wide range of sectors and his experience serving on the boards of directors for several public companies make him well qualified to serve on the Board. |
DIRECTOR BIOGRAPHICAL INFORMATION(1)
| Jacob M. Katz | | | Age: 73 | | | Nominee for election at the 2025 Annual Meeting | | | Mr. Katz has been nominated to serve as an independent director of our Company and as the Chairman of the Audit Committee. Mr. Katz was the national managing partner and global leader of financial services at Grant Thornton LLP, a member firm of one of the world’s leading organizations of independent audit, tax and advisory firms, from 2013 until his retirement in July 2016. Mr. Katz was employed by Grant Thornton for nearly 40 years, during which time he led Grant Thornton’s financial services practice for approximately 20 years. He held various other leadership roles at Grant Thornton, including as the Northeast region managing partner from 2010 to 2013, as the New York office managing partner from 2003 to 2013 and as a member of the firm’s partnership board from 1999 to 2012, holding the title of chairman of the board for much of that time. Mr. Katz has served on the boards of Jefferies Financial Group, Inc. and related entities since 2016. Mr. Katz previously served on the board of Herc Holdings Inc. from 2017 to 2022 and served as Audit Committee Chair for part of his term. Mr. Katz is a C.P.A. and received an M.B.A. in taxation from the City University of New York and a B.A. in accounting from Brooklyn College. | QUALIFICATIONS Mr. Katz brings extensive oversight to our business as a result of his executive management and leadership skills gained as the national managing partner and global leader of a financial accounting firm. This, as well as his experience serving on public and private boards, qualifies him for service on the Board. |
DIRECTOR BIOGRAPHICAL INFORMATION(1)
| (1) Ferrous Resources Limited, CVR Refining, LP, CVR Energy, Inc., American Railcar Industries, Inc., Federal-Mogul Holdings Corporation, Icahn Enterprises L.P., XO Holdings, National Energy Group, Inc., WestPoint Home LLC, Viskase Companies, Inc., PSC Metals Inc., and Voltari Corporation each are or previously were indirectly controlled by Carl C. Icahn. Mr. Icahn also has or previously had a noncontrolling interest in Dynegy Inc., Hertz Global Holdings, Inc., Forest Laboratories Inc., Navistar Internations Corporation, Chesapeake Energy Corporation, Motorola Solutions, Inc. and Transocean Ltd. through the ownership of securities. |
Director Compensation
Director Compensation For the 2025-2026 period, aggregate non-employee compensation payable to the Board Chair was $225,000, and aggregate compensation payable to each other non-employee director was $175,000, of which $150,000 was paid in Company stock, excluding in all cases additional retainers paid for service on committees. This was consistent with the 2024-2025 period. References to the 2024–2025 and 2025–2026 periods refer to the applicable periods between the Company’s annual meetings of stockholders, which is generally the basis on which non-employee director compensation is established. The following table sets forth the total compensation earned by our non-employee directors for the fiscal year ended December 31, 2025 (rather than the annual meeting-based periods described above).
Director Compensation
| Name | Fees Earned or Paid in Cash | Stock Awards(a)(b) | Total | | Nancy Dunlap | $48,750 | $150,002 | $198,752 | | Jaffrey “Jay” Firestone | $42,500 | $150,002 | $192,502 | | Brett Icahn | $12,473 | $129,050 | $141,523 | | Vincent Intrieri | $87,500 | $150,002 | $237,502 | | John “Jack” Lipinski(c) | $20,000 | $— | $20,000 | | Randolph C. Read | $65,000 | $150,002 | $215,002 |
Director Compensation
| (a) Reflects the aggregate grant date fair value of the shares of restricted stock granted to non-employee directors on June 11, 2025 and August 1, 2025. The grant date fair value is calculated in accordance with Financial Standards Board Accounting Standards Codification (“FASB ASC”) Topic 718, Compensation-Stock Compensation. These amounts do not necessarily correspond to the actual value that will be recognized by our non-employee directors. The assumptions used by the Company in calculating the amounts related to restricted stock are incorporated by reference to Note 15 of the consolidated financial statements included in the Annual Report. As of December 31, 2025, Messrs. Firestone, Intrieri, and Read and Ms. Dunlap each held 13,441 unvested shares of restricted stock, Mr. Icahn held 12,905 shares of unvested restricted stock, and Mr. Lipinski held no shares of unvested restricted stock. |
Director Compensation
| (b) In prior proxy statements, dividends accrued on unvested restricted stock awards were reported as “All Other Compensation” for directors. Because these dividends are payable only upon vesting and are reflected in the grant date fair value of the awards under FASB ASC Topic 718, they are no longer separately disclosed. |
Director Compensation
| (c) Mr. Lipinski did not stand for re-election at the Company’s 2025 annual meeting of stockholders, and therefore his term as director ended on June 11, 2025. This decision was not the result of any disagreement with the Company on any matter relating to its operations, policies, or practices. |
Non-Executive Director Compensation Policies
Non-Executive Director Compensation Policies Our current non-employee director compensation structure consists of the following elements:
Non-Executive Director Compensation Policies
| • | Annual Cash Retainer |
Non-Executive Director Compensation Policies
| • | Non-Executive Chairman, Committee Chair and Committee Member Retainers |
Non-Executive Director Compensation Policies
| • | Annual Equity Retainer |
Non-Executive Director Compensation Policies
Information about our former and current non-employee director compensation structure is described in more detail below. Non-employee directors receive reimbursement for expenses related to attending meetings of the Board and its committees. In 2025, directors received negligible reimbursements as nearly all meetings could be attended virtually.
Key 2025 Executive Compensation Program Elements
| | | | Variable | | | | Fixed | | | | | | | | Long-Term Incentive Program | | | | Base Salary | Annual Incentive Program | Performance Share Units (PSUs): 33.3% weighting | Restricted Stock Units (RSUs): 66.6% weighting | | What? | Cash | | Stock | | | When? | Annual | Annual | 1-year performance period | Three tranches vesting over a 3-year period | | How? Measures, Weightings, & Payouts | Market conditions, as well as individual performance, scope of responsibility, analysis of individual’s compensation, and business performance | Multi-metric performance scorecard consisting of: financial and operational metrics (10% health, safety & environmental goals, 15% Total CAPEX, 10% return on CAPEX, 10% base oil production, 15% total base production, 25% lease operating expenses, and 15% adjusted general and administrative expenses) + Individual Performance Rating | Four annual target ranges of the following performance metrics: Adjusted General & Administrative Expense, Lease Operating Expenses, Base Oil, and Total Production AND Capital Expenditures | Value delivered through long-term stock price performance upon vesting | | Why? | Attract and retain talent | Motivate executives by linking variable cash compensation to key annual performance goals tied to business performance | Rewards sustainable performance that delivers long-term value to stockholders, drives ownership mentality and aligns the interests of executives with those of stockholders | Promotes retention of key talent, drives ownership mentality and reinforces the link between the interests of executives and those of stockholders | | For More Detail | page 23 | page 23 | page 26 | |
SHORT-TERM INCENTIVES
SHORT-TERM INCENTIVES Annual Incentive Program The purpose of the 2025 annual incentive program was to motivate executives by linking variable cash compensation to key annual performance goals tied to business performance. Pursuant to such 2025 annual incentive program, payouts to the NEOs were determined based on a weighted scorecard comprised of seven performance metrics tied to business strategy and an individual performance rating, which was further subject to the discretion of the Compensation Committee. Each executive’s payout was determined by multiplying the executive’s base salary by the executive’s target award opportunity for the year under the program (expressed as a percentage of base salary), and then multiplied by the weighted score, expressed as a percentage, based on the Company’s total scorecard performance, and adjusted based on the executive’s individual performance rating, also a percentage. In no event will the award be adjusted above the maximum award payable to the executive based on the weighted score resulting from the Company’s total scorecard performance. Each Company financial performance metric is weighted, with the performance thresholds and payout ranges shown in the table below. Each of the seven performance metrics can be achieved at Threshold (50%), Target (100%) or Maximum (150%) or a value determined using linear interpolation if performance falls between Threshold and Target or Target and Maximum. For each performance metric, if achievement is less than the threshold level, the financial performance factor for that metric will be zero. No financial performance factor for any performance metric can exceed the maximum percentage shown below. The seven performance metrics for 2025 were weighted as follows:
SHORT-TERM INCENTIVES
| Metric(1) | Description & Purpose | Weighting | Threshold (50%) | Target (100%) | Maximum (150%) | | Health, Safety & Environmental Goals | • Based on number of safe days worked, total recordable incidents, moving vehicle incidents and spill volumes • Metric intended to reflect that health, safety and achievement of environmental goals is a priority of the Company and its culture | 10% | 2 of 4 Metrics | 4 of 4 Metrics | Plus “Stretch” on 2 Metrics | | Total CAPEX | • Based on net capital used for Drilling and Completion activities for the Board approved drilling program of the Company • Metric intended to increase the Company’s revenue and sustainability | 15% | $85.0 million | $75.5 million | $66.0 million | | Return on CAPEX | • Capitally-weighted returns for Production Optimization, Drilling and Completion projects using actual capital costs and well performance results • Metric intended to optimize returns on the Company’s capital programs | 10% | 25% | 35% | 50% | | Base Oil Production | • Oil production for 2025 activity assuming Total CAPEX within the range of the Company’s 2025 guidance • Metric intended to diversify the Company’s revenue stream to include higher oil mix | 10% | 1.00 MMBbls | 1.20 MMBbls | 1.40 MMBbls | | Total Base Production within CAPEX | • Based on hydrocarbon production on a million barrels of oil equivalent basis (“MMBoe”) assuming no ethane rejection and non-Drilling and Completion capital expenditures are within the range established for capital expenditures for the fiscal year • Metric intended to increase the Company’s revenue | 15% | 5.9 MMBoe | 6.5 MMBoe | 7.1 MMBoe | | Lease Operating Expense | • Based on operating expense incurred, including workover expense, to manage the Company’s asset base • Metric intended to minimize costs in order to maximize the Company’s cash flows from operations | 25% | $50.0 million | $46.0 million | $42.0 million | | Adjusted General and Administrative Expenses | • Based on administrative expense necessary to support corporate responsibilities and strategy • Metric intended to incentivize administrative cost reduction measures in order to maximize the Company’s EBITDA and cash flows from operations | 15% | $12.0 million | $11.0 million | $10.0 million |
SHORT-TERM INCENTIVES
| (1) These financial measures are non-GAAP financial measures and are also defined in EX99.1 of our earnings release. Adjusted General and Administrative Expense is equal to the Company’s General and Administrative Expense less stock-based compensation. Please see our Annual Report for a discussion of how Lease Operating Expense, Total Production and CAPEX are calculated. Health, Safety & Environmental Goals is not a financial measure. Return on Capex is an internal metric. |
SHORT-TERM INCENTIVES
The Company’s 2025 performance in relation to the 2025 annual incentive program’s targets resulted in the following performance against such metrics:
SHORT-TERM INCENTIVES
| Metric | Weighting | Result | Weighted Average Performance Factor(1) | Weighted Score(1) | | Health, Safety & Environmental Goals | 10% | 4 of 4, Plus 2 | 150% | 15% | | Total CAPEX | 15% | $76.2 million | 96% | 14% | | Return on CAPEX | 10% | >63% | 150% | 15% | | Base Oil Production | 10% | 1.21 MMBbls | 104% | 10% | | Total Base Production | 15% | 6.8 MMBoe | 121% | 18% | | Lease Operating Expense | 25% | $40.4 million | 150% | 38% | | Adjusted General and Administrative Expenses | 15% | $10.2 million | 140% | 21% | | | | TOTAL: | | 131% |
SHORT-TERM INCENTIVES
| (1) Lease Operating Expense was adjusted to exclude benefit of non-cash prior to period adjustments during the 2025 fiscal year. |
SHORT-TERM INCENTIVES
Annual Target Opportunity as a Percentage of Base Salary Based on each named executive’s target opportunity for 2025, the Company’s performance relative to the metrics outlined above and resulting performance factor weighting score, and the application of each NEO’s individual performance rating for 2025, the final amounts paid to our NEOs pursuant to the 2025 annual incentive program were as stated below:
SHORT-TERM INCENTIVES
| Executive | Title | 2025 Annual Target Opportunity as a percentage of Base Salary | Final Amounts Paid | | Grayson Pranin | President, Chief Executive Officer | 55% | $287,760 | | Jonathan Frates | Executive Vice President, Chief Financial Officer | 50% | $219,090 | | Dean Parrish | Executive Vice President, Chief Operating Officer | 45% | $185,693 | | Brandon Brown | Senior Vice President, Chief Accounting Officer | 43% | $155,890 |
LONG-TERM INCENTIVES
LONG-TERM INCENTIVES Long-Term Incentive Program (“LTIP”) The purpose of long-term incentives is to align executives’ compensation with the interests of stockholders, encourage retention by employing stock consideration that vests over three years, and reward long-term operational and financial performance.
2025 LTIP DESIGN
2025 LTIP DESIGN 2025 LTIP Target Opportunities Each of our NEOs has a target LTIP opportunity expressed as a percentage of the NEO’s annual base salary. The target opportunity is split amongst two LTIP components: two-thirds time-vested restricted stock units (“RSUs”) and one-third performance share units (“PSUs”). 2025 LTIP Components
2025 LTIP DESIGN
| • | RSUs: RSUs represent two-thirds of the 2025 target LTIP value and are intended to retain key employees and align our NEOs’ compensation with stockholders’ interests through long-term stock ownership. The RSUs generally vest in three equal annual installments, generally subject to each NEO’s continued service through each such vesting date. |
2025 LTIP DESIGN
| • | PSUs: PSUs represent one-third of the 2025 target LTIP value and are intended to motivate participants, including our NEOs, to deliver strong performance on an annual basis. Performance metrics applicable to the PSUs are established for the performance period, which is a one-year period that is a calendar year. The PSUs generally vest at the end of the one-year performance period, generally subject to each NEO’s continued service through the end of the performance period, assuming the applicable performance metrics are achieved. If the performance goals are not achieved, the PSUs are forfeited. |
2025 LTIP PERFORMANCE METRICS
2025 LTIP PERFORMANCE METRICS The PSUs granted in 2025 are earned based on the Company (i) meeting three of four annual target ranges and (ii) not failing to achieve the lowest level of any annual target range by more than 30% as set forth in the below table. If either of these objectives is not met, the PSUs relating to the applicable performance period are cancelled and forfeited. Annual target ranges for 2025, and actual performance results relative to those metrics for 2025, are set forth in the below table.
2025 LTIP PERFORMANCE METRICS
| Metric(1) | Annual Target Ranges | Result | | Adjusted General and Administrative Expense | $10.0 Million - $12.0 Million | $10.2 Million | | Lease Operating Expense(2) | $42.0 Million - $50.0 Million | $40.4 Million | | Base Oil Production | 1.00 - 1.40 MMBbls | 1.21 MMBbls | | Total Production AND Capital Expenditures (CAPEX)(3) | 5.90 - 7.10 MMBoe and $66.0 Million - $85.0 Million | 6.80 MMBoe and $76.2 Million |
2025 LTIP PERFORMANCE METRICS
| (1) These financial measures are non-GAAP financial measures. Adjusted General and Administrative Expense is equal to the Company’s General and Administrative Expense less stock-based compensation. Please see our Annual Report for a discussion of how Lease Operating Expense and Total Production and CAPEX are calculated. |
2025 LTIP PERFORMANCE METRICS
| (2) Lease Operating Expense was adjusted to exclude the benefit of non-cash prior period adjustments during the 2025 fiscal year. |
2025 LTIP PERFORMANCE METRICS
| (3) Capital Expenditures includes approximately $7.2 million of leasehold acquisitions in 2025. |
2025 LTIP PERFORMANCE METRICS
Such metrics were selected for the 2025 LTIP in order to reinforce pay for performance and are the most significant factors to the Company’s achievement of its financial and operational goals.
2025 LTIP RESULTS
2025 LTIP RESULTS Based on the Company’s achievement of all four annual target ranges and each NEO’s annual target opportunity under the LTIP, the PSUs which were granted to the NEOs on March 12, 2025, were deemed earned and fully vested on March 12, 2026, in the following amounts:
2025 LTIP RESULTS
| Executive | Title | 2025 Annual Target Opportunity as a percentage of Base Salary under the LTIP (%) | PSUs Granted and Earned (#) | | Grayson Pranin | President, Chief Executive Officer | 65% | 7,915 | | Jonathan Frates | Executive Vice President, Chief Financial Officer | 60% | 6,119 | | Dean Parrish | Executive Vice President, Chief Operating Officer | 50% | 4,795 | | Brandon Brown | Senior Vice President, Chief Accounting Officer | 45% | 3,836 |
2025 LTIP RESULTS
One-Time Equity Award The Company made a one-time grant of 20,000 RSUs to Mr. Frates on March 6, 2025. These RSUs, which were granted under the Omnibus Incentive Plan, vest on the third anniversary of the grant date, generally subject to Mr. Frates’ continued service through the vesting date. This long-term equity grant was intended to further align Mr. Frates’ compensation with the interests of stockholders and encourage retention of a key employee.
EMPLOYMENT ARRANGEMENTS
EMPLOYMENT ARRANGEMENTS The Company does not maintain formal employment agreements with any of the NEOs. While the Company has not entered into formal letter agreements with Messrs. Pranin, Brown, Parrish, or Frates, the terms and conditions of their employment generally provide that they are entitled to an annual base salary (as described above in “2025 Executive Compensation – Base Salary”), which could be increased or decreased at the discretion of the Board, and are eligible to participate in the same benefit programs, as may be in effect from time to time, available to other senior management employees of the Company generally. Our NEOs have entered into award agreements describing their long-term incentives as described above under “2025 Executive Compensation – Long-Term Incentives – Long-Term Incentive Program”. Pursuant to the terms of the LTIP, in order to receive payments related to their long-term incentives, participants, including NEOs, must have returned their executed copies of the Company’s confidentiality agreement, among others, and acknowledged their understanding of the Company’s policies consistent with the Company’s practices and procedures. In order to be eligible to participate in the annual incentive program as described above under “2025 Executive Compensation – Short Term Incentives”, employees, including the NEOs, must return executed acknowledgments evidencing their understanding of the code of conduct, conflict of interest, and clawback policies to the Company.
SEVERANCE
SEVERANCE The Company maintains the SandRidge Energy, Inc. Severance Pay Plan (the “Severance Plan”), effective January 1, 2021, for the benefit of certain eligible employees, including Messrs. Pranin, Brown, Parrish, and Frates. The purpose of the Severance Plan is to help retain qualified employees, maintain a stable work environment, and provide economic security by providing benefits to eligible employees, including the NEOs, in the event of an involuntary termination without cause, as further described in the Severance Plan and below in “Potential Payments upon Termination and Change in Control”. In addition to the Severance Plan, NEOs may also be eligible for certain payments under the 2025 annual incentive program, LTIP, Omnibus Incentive Plan and certain equity award agreements, in the event of certain qualifying terminations, in each case, in the Compensation Committee’s sole and absolute discretion. Each NEO’s respective severance benefits are described in greater detail and quantified in the “Potential Payments Upon Termination or Change in Control” section below.
MATERIAL NON-PUBLIC INFORMATION POLICIES
MATERIAL NON-PUBLIC INFORMATION POLICIES The Company has not granted stock options since 2021 and does not currently grant stock options or similar awards under its equity compensation programs. It is the policy of the Company to comply with all applicable securities laws and regulations, to prohibit the unauthorized disclosure of any material non-public information about the Company and to prohibit the use of non-public information in transactions involving Company securities, derivative securities relating to the Company’s securities, and securities that are specifically tied to the performance or value of the Company’s assets. The Compensation Committee does not take material nonpublic information into account when determining the timing and terms of equity awards and has not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. The Company’s Insider Trading Policy includes policies governing the disclosure or use of material non-public information. A copy of the Insider Trading Policy is publicly available on our website.
RISK ASSESSMENT
RISK ASSESSMENT Our compensation program for executives is not designed to encourage excessive risk taking. In that regard, payouts under the annual incentive program are capped at 150% of target, while the PSU component under the LTIP is 100% of target, or is otherwise forfeited if performance goals are not achieved. In addition, the RSU component under the LTIP includes extended vesting periods.
Summary Compensation Table
Summary Compensation Table
Summary Compensation Table
| Name and Principal Position | Year | Salary | Bonus(d) | Stock Awards(e) | Options Awards(f) | Non-equity Incentive Plan Compensation(g) | All Other Compensation(h) | Total | | Grayson Pranin President, Chief Executive Officer | 2025 | $393,750 | $— | $275,442 | $— | $287,760 | $34,603 | $991,555 | | | 2024 | $359,289 | $40,000 | $192,496 | $— | $245,091 | $27,990 | $864,866 | | | 2023 | $343,269 | $— | $162,500 | $261,260 | $186,365 | $46,067 | $999,461 | | Jonathan Frates(a) Executive Vice President, Chief Financial Officer | 2025 | $335,000 | $— | $431,930 | $— | $219,090 | $41,264 | $1,027,284 | | | 2024 | $64,423 | $— | $— | $— | $52,352 | $773 | $117,548 | | Dean Parrish(b) Executive Vice President, Chief Operating Officer | 2025 | $311,308 | $— | $166,854 | | $185,693 | $30,225 | $694,080 | | | 2024 | $293,592 | $126,018 | $492,885 | $— | $163,845 | $32,924 | $1,109,264 | | Brandon Brown(c) Senior Vice President, Chief Accounting Officer | 2025 | $278,077 | $— | $133,481 | $— | $155,890 | $29,473 | $596,921 | | | 2024 | $267,692 | $86,000 | $156,884 | $— | $133,920 | $27,280 | $671,776 | | | 2023 | $206,323 | $— | $421,359 | $— | $78,608 | $27,474 | $733,764 |
Summary Compensation Table
| (a) Mr. Frates joined the Company as Executive Vice President and Chief Financial Officer effective October 21, 2024. Because Mr. Frates was not an NEO prior to 2024, only his 2024 and 2025 compensation information is reported in this table. |
Summary Compensation Table
| (b) Because Mr. Parrish was not an NEO prior to 2024, only his 2024 and 2025 compensation information is reported in this table. |
Summary Compensation Table
| (c) Mr. Brown was appointed to Senior Vice President and Chief Accounting Officer effective October 21, 2024. Previously, Mr. Brown served as Senior Vice President and Chief Financial Officer. Prior to that role, he held the roles of Vice President of Accounting since March 2023 and Corporate Controller from June 2020 to March 2023. |
Summary Compensation Table
| (d) This column represents one-time performance-based discretionary incentives and retention bonuses awarded in 2024. Please see the Compensation Discussion and Analysis in our 2025 Notice of Annual Meeting of Stockholders and Proxy Statement for further details. |
Summary Compensation Table
| (e) The stock awards shown in this column reflect the aggregate grant date fair value of restricted stock units, which vest over three years, and performance share units, which vest upon achievement of applicable performance conditions, calculated in accordance with FASB ASC Topic 718, Compensation-Stock Compensation. These amounts do not necessarily correspond to the actual value that will be realized by our NEOs. The assumptions used by the Company in calculating the amounts related to restricted stock units and performance share units are incorporated by reference to Note 15 of the consolidated financial statements included in the Annual Report. See “Long-Term Incentives” on page 25 for additional details. |
Summary Compensation Table
| (f) Amounts reported in this column for 2023 represent the aggregate incremental fair value increase based on the extension of the expiration date of Mr. Pranin’s options originally granted February 4, 2020, and determined as of June 22, 2023, the date the expiration date of such options was extended, in accordance with FASB ASC Topic 718 Compensation-Stock Compensation. The expiration date of Mr. Pranin’s options was extended by 30 days pursuant to the February 4, 2020, award agreement due to the original expiration date falling within a period of trading restrictions. The change in value (the difference in spread multiplied by the number of shares underlying each option) between the original expiration date and the exercise date is $2,000. This amount does not necessarily correspond to the actual value that will be realized by Mr. Pranin, and the assumptions used by the Company in calculating the amount related to such option award are incorporated by reference to Note 15 of the consolidated financial statements included in the Annual Report. The Company did not grant any stock options in 2023, 2024 or 2025. |
Summary Compensation Table
| (g) Amounts disclosed in the Non-Equity Incentive Plan Compensation column represent amounts earned in the reported year under the Company’s annual cash incentive program. See “Short-Term Incentives” on page 23 for additional information about the Company’s short-term incentives. |
Summary Compensation Table
| (h) All 2025 Other Compensation provided to our NEOs includes: |
Summary Compensation Table
| Name and Principal Position | Life Insurance Premiums | Company Matching Contributions to 401(k) Plan | Dividend Equivalents(1) | Service Award Earnings | Total | | Grayson Pranin President, Chief Executive Officer | $180 | $23,500 | $10,923 | — | $34,603 | | Jonathan Frates Executive Vice President, Chief Financial Officer | $120 | $23,500 | $17,644 | — | $41,264 | | Dean Parrish Executive Vice President, Chief Operating Officer | $108 | $23,500 | $6,617 | — | $30,225 | | Brandon Brown Senior Vice President, Chief Accounting Officer | $180 | $23,500 | $5,293 | $500 | $29,473 |
Summary Compensation Table
| (1) Amounts reported in this column represent dividend equivalents that accrued with respect to restricted stock units and performance share units granted in 2025 at the same time as dividends were paid on the Company’s common stock. The dollar amount of these dividend equivalents is not paid unless and until the underlying equity awards vest and are paid. |
Grants of Plan-Based Awards
Grants of Plan-Based Awards The following table sets forth information about each grant of an award made to our 2025 NEOs during 2025:
Grants of Plan-Based Awards
| | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards ($)(a) | | | Estimated Possible Payouts Equity Plan Awards (#) | | | | Name | Type of Award | Grant Date | Threshold | Target | Maximum | Target(b) | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value and Option Awards(c) | | Grayson Pranin | AIP | — | $110,000 | $220,000 | $330,000 | — | — | — | | | RSU(d) | 3/12/2025 | — | — | — | — | 15,830 | $183,628 | | | PSU | 3/12/2025 | — | — | — | 7,915 | — | $91,814 | | Jonathan Frates | AIP(e) | — | $83,750 | $167,500 | $251,250 | — | — | — | | | RSU(d) | 3/6/2025 | — | — | — | — | 20,000 | $219,000 | | | RSU(d) | 3/12/2025 | — | — | — | — | 12,237 | $141,949 | | | PSU | 3/12/2025 | — | — | — | 6,119 | — | $70,980 | | Dean Parrish | AIP | — | $70,875 | $141,750 | $212,625 | — | — | — | | | RSU(d) | 3/12/2025 | — | — | — | — | 9,589 | $111,232 | | | PSU | 3/12/2025 | — | — | — | 4,795 | — | $55,622 | | Brandon Brown | AIP | — | $59,500 | $119,000 | $178,500 | — | — | — | | | RSU(d) | 3/12/2025 | — | — | — | — | 7,671 | $88,984 | | | PSU | 3/12/2025 | — | — | — | 3,836 | — | $44,498 |
Grants of Plan-Based Awards
| (a) These amounts represent cash awards under the 2025 annual incentive program. These amounts assume performance of each metric under the 2025 annual incentive program is achieved at 50% each (Threshold), 100% each (Target) and 150% each (Maximum). See “Short-Term Incentives” on page 23 for more information. No minimum is guaranteed in the event that thresholds are not achieved. |
Grants of Plan-Based Awards
| (b) This column reflects performance share units granted under the 2025 LTIP. The 2025 LTIP provides for only a single payout level and no minimum is guaranteed in the event that thresholds are not achieved. |
Grants of Plan-Based Awards
| (c) Please see Note 15 of the consolidated financial statements included in the Annual Report for the assumptions made in determining values. |
Grants of Plan-Based Awards
| (d) The restricted stock unit awards represent time-based awards granted under the 2025 LTIP which vest in approximately equal installments on each of the first three anniversaries of the applicable grant dates, generally subject to the NEO’s continued service through each such vesting date. In certain cases, RSUs may cliff vest on the third anniversary of the grant date. |
Grants of Plan-Based Awards
| (e) Mr. Frates’ Non-Equity Incentive Plan Awards are calculated based on an effective date of October 1, 2024. |
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table reflects all outstanding equity awards held by each of our NEOs as of December 31, 2025:
Outstanding Equity Awards at Fiscal Year-End
| | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable(a) | Number of Securities Underlying Unexercised Options (#) Unexercisable(a) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(b) | Market Value of Shares or Units of Stock That Have Not Vested ($)(c) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(d) | Equity Incentive Plan Awards: Market or Unearned Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(c) | | Grayson Pranin | 8/27/2021 | 200,000 | 50,000 | 9.58 | 8/27/2031 | — | — | — | — | | | 4/05/2023 | — | — | — | — | 2,358 | 34,026 | — | — | | | 5/17/2024 | — | — | — | — | 6,276 | 90,563 | — | — | | | 3/12/2025 | — | — | — | — | — | — | 7,915 | 114,213 | | | 3/12/2025 | — | — | — | — | 15,830 | 228,427 | — | — | | Jonathan Frates | 3/6/2025 | — | — | — | — | 20,000 | 288,600 | — | — | | | 3/12/2025 | — | — | — | — | — | — | 6,119 | 88,297 | | | 3/12/2025 | — | — | — | — | 12,237 | 176,580 | — | — | | Dean Parrish | 4/05/2023 | — | — | — | — | 1,567 | 22,612 | — | — | | | 5/17/2024 | — | — | — | — | 3,782 | 54,574 | — | — | | | 6/18/2024 | — | — | — | — | 25,000 | 360,750 | — | — | | | 9/22/2024 | — | — | — | — | 2,000 | 28,860 | — | — | | | 3/12/2025 | — | — | — | — | — | — | 4,795 | 69,192 | | | 3/12/2025 | — | — | — | — | 9,589 | 138,369 | — | — | | Brandon Brown | 4/05/2023 | — | — | — | — | 672 | 9,697 | — | — | | | 11/14/2023 | — | — | — | — | 8,333 | 120,245 | — | — | | | 5/17/2024 | — | — | — | — | 3,522 | 50,822 | — | — | | | 9/22/2024 | — | — | — | — | 2,000 | 28,860 | — | — | | | 3/12/2025 | — | — | — | — | — | — | 3,836 | 55,353 | | | 3/12/2025 | — | — | — | — | 7,671 | 110,693 | — | — |
Outstanding Equity Awards at Fiscal Year-End
| (a) The option awards granted to Mr. Pranin on August 27, 2021 vest and become exercisable in equal installments on each of the first five anniversaries of the applicable grant date, subject to continued service with the Company through each such vesting date, and the regular term of each option expires on the tenth anniversary of the applicable grant date. |
Outstanding Equity Awards at Fiscal Year-End
| (b) The amounts reported in this column represent the outstanding awards of restricted stock units granted under the Omnibus Incentive Plan to Messrs. Pranin, Frates, Parrish, and Brown, respectively. The awards generally vest in equal installments on each of the first, second and third anniversaries of the grant date (except that, with respect to Messrs. Frates and Parrish, the RSUs cliff vest on the third anniversary of the grant date), and are generally subject to the NEO’s continued service through each such vesting date. |
Outstanding Equity Awards at Fiscal Year-End
| (c) Valuations are based on $14.43 per share, which was the last trading price for a share of the Company’s common stock on the NYSE on December 31, 2025. |
Outstanding Equity Awards at Fiscal Year-End
| (d) The amounts reported in this column represent performance share units granted to Messrs. Pranin, Frates, Parrish and Brown on March 12, 2025, with a one-year performance period commencing on January 1, 2025 and ending on December 31, 2025. These awards fully vested following the Compensation Committee’s review and approval after the end of the performance period based on achievement of the long-term performance goals (described under “Long-Term Incentive Program” on page 25). |
Option Exercises and Stock Vested
Option Exercises and Stock Vested The following table sets forth the equity awards that vested for each of our NEOs during 2025.
Option Exercises and Stock Vested
| | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Grayson Pranin | 12,879 | $140,030 | | Brandon Brown | 16,148 | $206,923 | | Dean Parrish | 9,876 | $108,494 |
Pension Benefits
Pension Benefits We do not maintain any defined benefit pension plans.
Nonqualified Deferred Compensation
Nonqualified Deferred Compensation We do not maintain any nonqualified deferred compensation arrangements.
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control As discussed under “Compensation Discussion and Analysis – Severance” above, NEOs may be entitled to certain amounts upon termination of employment under the Severance Plan. The table below and narrative discussion thereunder show estimates of the compensation payable to each of our NEOs under the Severance Plan upon their termination of employment with the Company based on the applicable termination trigger under the Severance Plan. All amounts are calculated as if the NEO had terminated employment effective December 31, 2025. The actual amounts due to any one of the NEOs upon termination of employment can only be determined based on the particular circumstances at the time of the termination. There can be no assurance that a termination would produce the same or similar results as those described below if it occurs on any other date, or if any assumption is not, in fact, correct.
Potential Payments Upon Termination or Change in Control
| Named Executive Officer and Triggering Event | Cash Severance | Total Termination Benefits | | Grayson Pranin | | | | • Involuntary Termination without Cause | $200,000 | $200,000 | | Jonathan Frates | | | | • Involuntary Termination without Cause | $38,654 | $38,654 | | Dean Parrish | | | | • Involuntary Termination without Cause | $145,385 | $145,385 | | Brandon Brown | | | | • Involuntary Termination without Cause | $53,846 | $53,846 |
Narrative to Potential Payments upon Termination or Change in Control
Narrative to Potential Payments upon Termination or Change in Control Pursuant to the Severance Plan, eligible employees, including NEOs, are entitled to receive severance in the form of salary continuation if they are involuntarily terminated without Cause (as defined in the Severance Plan). The Severance Plan does not provide for treatment of equity awards. Employees, including NEOs, are not entitled to severance, or continuing severance payments, if their employment terminates due to retirement, resignation, failure to report for work, death, disability, temporary layoff or if terminated for Cause. Under the Severance Plan, a NEO’s severance payments are calculated based on the NEO’s weekly base salary amount, before any reductions for employee benefits contributions, multiplied by the number of weeks provided for under the Severance Plan based on the NEO’s tenure with the Company. For NEOs, such payment period would range from 6 weeks, if the NEO has been employed by the Company for 90 consecutive days, up to a maximum of 26 weeks, depending on the number of years of service. Pursuant to the Severance Plan, Messrs. Brown, Frates, Parrish, and Pranin would be eligible for 10, 6, 24, and 26 weeks of severance, respectively, if involuntarily terminated by the Company without Cause. In order to be eligible to receive severance, the NEO must remain employed as an eligible employee under the Severance Plan through the date of termination designated in writing by the administrator and fulfill the normal responsibilities of his position without any decline in performance. Receipt of severance payments is subject to the NEO’s execution and non-revocation of a general release of claims. Executives, including the NEOs, are generally not eligible for payment or continued or accelerated vesting of equity awards under the 2025 annual incentive program, LTIP, Omnibus Incentive Plan and applicable equity award agreements, in the event of a termination for any reason, including in the event of a change in control, unless otherwise determined by the Compensation Committee or the Board, as applicable, in its sole discretion.
Pay Ratio
Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2012, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of the Company’s employees and the annualized total compensation of Grayson Pranin, our CEO, for 2025:
Pay Ratio
| Median employee total annual compensation | $103,361 | | Total compensation of our CEO | $991,555 | | Ratio of CEO to median employee compensation | 9.6 to 1 |
Pay Ratio
This pay ratio is a reasonable estimate calculated in good faith, in a manner consistent with Item 402(u) of Regulation S-K, based on our payroll and employment records and the methodology described below. To identify the median of the annual total compensation of all our employees, as well as to determine the annual total compensation of our median employee and our CEO, we took the following steps:
Pay Ratio
| • | We determined that, as of December 31, 2025, our employee population consisted of 101 individuals (excluding our CEO), with all of these individuals located in the United States. This population consisted of our full-time employees, as we do not have part-time, temporary or seasonal workers. We selected December 31, 2025, as our identification date for determining our median employee. We used a consistently applied compensation measure to identify our median employee by comparing the amount of total salary (which for non-exempt employees included overtime pay). |
Pay Ratio
| • | We identified our median employee by consistently applying this compensation measure to all of our employees included in our analysis. 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 the 2025 year in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $103,361. With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column of our 2025 Summary Compensation |
Pay Ratio
Table included in this proxy statement.
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE In August 2022, the SEC released the final version of its pay versus performance disclosure rules as mandated under the Dodd-Frank Wall Street Reform and Consumer Protection Act, and other official guidance issued thereunder, which became effective starting with the fiscal year ended December 31, 2022. The final rules were codified under Item 402(v) of Regulation S-K (along with other official guidance issued, “PvP disclosure rules”) and require the Company to provide the following tabular and narrative disclosures.
Pay Versus Performance
Pay Versus Performance In accordance with the PvP disclosure rules, the below sets forth the following for the previous five years: (i) the total compensation set forth in the Summary Compensation Table (“SCT”) for the individuals serving as CEO (i.e., PEO) and the Company’s non-PEO NEOs; (ii) the total “Compensation Actually Paid” (as determined in accordance with the PvP disclosure rules) for the CEO and non-PEO NEOs; (iii) the Company’s cumulative Total Stockholder Return (“TSR”) and cumulative TSR for the Company’s selected peer group; (iv) Net Income; and (v) Total Production.
Pay Versus Performance
| Year (a)(1) | SCT Total for PEO (Pranin) (b) | Compensation Actually Paid to PEO (Pranin) (c)(2) | SCT Total for PEO (Geisler) (b) | Compensation Actually Paid to PEO (Geisler) (c)(2) | Average SCT Total for Non-PEO Named Executive Officers (d) | Average Compensation Actually Paid to Non-PEO Named Executive Officers (e)(2) | Value of Initial Fixed $100 Investment Based on: Total Stockholder Return (f) | Value of Initial Fixed $100 Investment Based on: Peer Group Total Stockholder Return (g)(3) | Net Income (h) (thousands) | Total Production (i) (thousands) (Mboe/d) | | 2025 | $991,555 | $1,072,776 | $— | $— | $772,762 | $883,761 | $614 | $276 | $70,203 | 18.5 | | 2024 | $864,866 | $418,713 | $— | $— | $632,863 | $589,081 | $511 | $274 | $62,986 | 16.5 | | 2023 | $999,461 | $(43,931) | $— | $— | $578,080 | $343,546 | $512 | $287 | $60,857 | 16.9 | | 2022 | $720,406 | $3,825,191 | $— | $— | $686,934 | $1,835,875 | $549 | $288 | $242,168 | 17.7 | | 2021 | $3,038,138 | $3,880,808 | $234,945 | $(1,558,386) | $621,496 | $2,155,812 | $337 | $185 | $116,738 | 18.6 |
Pay Versus Performance
| (1) Mr. Grayson Pranin served as PEO during all covered years and Mr. Carl F. Geisler, Jr. served as PEO during part of 2021. Since Mr. Pranin served as PEO during part of 2021 following Mr. Geisler’s separation from the Company, Mr. Salah Gamoudi was the only Non-PEO NEO for 2021 and 2022. For 2023, the Non-PEO NEOs were Mr. Brandon Brown and Mr. Salah Gamoudi. For 2024 and 2025, the Non-PEO NEOs are Mr. Brandon Brown, Mr. Dean Parrish, and Mr. Jonathan Frates. |
Pay Versus Performance
| (2) Represents Compensation Actually Paid (“CAP”) for our PEOs and Non-PEO NEOs, as computed in accordance with the PvP disclosure rules. The dollar amounts do not reflect the amounts of compensation ultimately earned or realized by our NEOs during the covered years. |
Pay Versus Performance
| (3) The selected peer group is the S&P 500 Oil and Gas Exploration & Production Select Industry Index, which is the peer group used by the Company for purposes of Item 201(e) of Regulation S-K. |
Pay Versus Performance
CAP is determined by taking the “Total” column amount from the SCT for each covered fiscal year and adjusting as follows for our PEO and Non-PEO NEOs:
Pay Versus Performance
| Adjustments to Determine CAP for PEO (Pranin) | | | Covered Fiscal Year | 2025 | | SCT Total for PEO (Pranin) | $991,555 | | Pension Adjustments(i) | | | Subtract “Change in Actuarial Present Value” reported in the SCT for the covered fiscal year | $— | | Add pension value attributable to the covered fiscal year’s “service cost” | $— | | Add pension value attributable to the entire “prior service cost” of benefits granted (or credit for benefits reduced) in a plan amendment made in the covered fiscal year attributable to prior service periods | $— | | Equity Adjustments(ii) | | | Subtract fair value (as of grant date) reported in the “Stock Awards” and “Option Awards” columns in the SCT for the covered fiscal year | $(275,442) | | Add fair value (as of end of year) of equity awards granted during the covered fiscal year that remain unvested as of year end | $342,640 | | Add fair value (as of vesting date) of equity awards granted during the covered fiscal year that vest during the covered year | $— | | Add/Subtract the change in fair value from the prior year-end to the covered fiscal year-end for equity awards granted in prior fiscal years that remain outstanding and unvested at the end of the covered fiscal year | $78,286 | | Add/Subtract the change in fair value from the prior year-end to vesting date for equity awards granted in prior fiscal years that vested during the covered fiscal year | $(64,263) | | Subtract fair value (as of end of prior year) for equity awards granted in prior fiscal years that were forfeited during the covered fiscal year | $— | | Add incremental fair value (as of modification date) of equity awards modified during the covered fiscal year | $— | | Add dividends or other earnings paid on equity awards during the covered fiscal year prior to vesting date of award that are not otherwise included in the total compensation for the covered fiscal year | $— | | TOTAL ADJUSTMENTS | $81,221 | | CAP | $1,072,776 |
Pay Versus Performance
| Adjustments to Determine CAP for Non-PEO Named Executive Officer (Frates) | | | Covered Fiscal Year | 2025 | | SCT Total for Non-PEO NEO (Frates) | $1,027,284 | | Pension Adjustments(i) | | | Subtract “Change in Actuarial Present Value” reported in the SCT for the covered fiscal year | $— | | Add pension value attributable to the covered fiscal year’s “service cost” | $— | | Add pension value attributable to the entire “prior service cost” of benefits granted (or credit for benefits reduced) in a plan amendment made in the covered fiscal year attributable to prior service periods | $— | | Equity Adjustments(ii) | | | Subtract fair value (as of grant date) reported in the “Stock Awards” and “Option Awards” columns in the SCT for the covered fiscal year | $(431,930) | | Add fair value (as of end of year) of equity awards granted during the covered fiscal year that remain unvested as of year end | $553,477 | | Add fair value (as of vesting date) of equity awards granted during the covered fiscal year that vest during the covered year | $— | | Add/Subtract the change in fair value from the prior year-end to the covered fiscal year-end for equity awards granted in prior fiscal years that remain outstanding and unvested at the end of the covered fiscal year | $— | | Add/Subtract the change in fair value from the prior year-end to vesting date for equity awards granted in prior fiscal years that vested during the covered fiscal year | $— | | Subtract fair value (as of end of prior year) for equity awards granted in prior fiscal years that were forfeited during the covered fiscal year | $— | | Add incremental fair value (as of modification date) of equity awards modified during the covered fiscal year | $— | | Add dividends or other earnings paid on equity awards during the covered fiscal year prior to vesting date of award that are not otherwise included in the total compensation for the covered fiscal year | $— | | TOTAL ADJUSTMENTS | $121,547 | | CAP | $1,148,832 |
Pay Versus Performance
| Adjustments to Determine CAP for Non-PEO Named Executive Officer (Parrish) | | | Covered Fiscal Year | 2025 | | SCT Total for Non-PEO NEO (Parrish) | $694,080 | | Pension Adjustments(i) | | | Subtract “Change in Actuarial Present Value” reported in the SCT for the covered fiscal year | $— | | Add pension value attributable to the covered fiscal year’s “service cost” | $— | | Add pension value attributable to the entire “prior service cost” of benefits granted (or credit for benefits reduced) in a plan amendment made in the covered fiscal year attributable to prior service periods | $— | | Equity Adjustments(ii) | | | Subtract fair value (as of grant date) reported in the “Stock Awards” and “Option Awards” columns in the SCT for the covered fiscal year | $(166,854) | | Add fair value (as of end of year) of equity awards granted during the covered fiscal year that remain unvested as of year end | $207,561 | | Add fair value (as of vesting date) of equity awards granted during the covered fiscal year that vest during the covered year | $— | | Add/Subtract the change in fair value from the prior year-end to the covered fiscal year-end for equity awards granted in prior fiscal years that remain outstanding and unvested at the end of the covered fiscal year | $87,989 | | Add/Subtract the change in fair value from the prior year-end to vesting date for equity awards granted in prior fiscal years that vested during the covered fiscal year | $(7,154) | | Subtract fair value (as of end of prior year) for equity awards granted in prior fiscal years that were forfeited during the covered fiscal year | $— | | Add incremental fair value (as of modification date) of equity awards modified during the covered fiscal year | $— | | Add dividends or other earnings paid on equity awards during the covered fiscal year prior to vesting date of award that are not otherwise included in the total compensation for the covered fiscal year | $— | | TOTAL ADJUSTMENTS | $121,542 | | CAP | $815,622 |
Pay Versus Performance
| Adjustments to Determine CAP for Non-PEO Named Executive Officer (Brown) | | | Covered Fiscal Year | 2025 | | SCT Total for Non-PEO NEO (Brown) | $596,921 | | Pension Adjustments(i) | | | Subtract “Change in Actuarial Present Value” reported in the SCT for the covered fiscal year | $— | | Add pension value attributable to the covered fiscal year’s “service cost” | $— | | Add pension value attributable to the entire “prior service cost” of benefits granted (or credit for benefits reduced) in a plan amendment made in the covered fiscal year attributable to prior service periods | $— | | Equity Adjustments(ii) | | | Subtract fair value (as of grant date) reported in the “Stock Awards” and “Option Awards” columns in the SCT for the covered fiscal year | $(133,481) | | Add fair value (as of end of year) of equity awards granted during the covered fiscal year that remain unvested as of year end | $166,046 | | Add fair value (as of vesting date) of equity awards granted during the covered fiscal year that vest during the covered year | $— | | Add/Subtract the change in fair value from the prior year-end to the covered fiscal year-end for equity awards granted in prior fiscal years that remain outstanding and unvested at the end of the covered fiscal year | $39,513 | | Add/Subtract the change in fair value from the prior year-end to vesting date for equity awards granted in prior fiscal years that vested during the covered fiscal year | $17,830 | | Subtract fair value (as of end of prior year) for equity awards granted in prior fiscal years that were forfeited during the covered fiscal year | $— | | Add incremental fair value (as of modification date) of equity awards modified during the covered fiscal year | $— | | Add dividends or other earnings paid on equity awards during the covered fiscal year prior to vesting date of award that are not otherwise included in the total compensation for the covered fiscal year | $— | | TOTAL ADJUSTMENTS | $89,908 | | CAP | $686,829 |
Pay Versus Performance
| (i) We do not sponsor or maintain any defined benefit pension plans and therefore no adjustments were made related to pension value. |
Pay Versus Performance
| (ii) The fair value or incremental fair value of all incentive equity awards is determined in accordance with FASB ASC Topic 718, Compensation-Stock Compensation, generally using the same assumptions used in determining the grant date fair value of our equity awards reflected in the “Summary Compensation Table;” provided, in order to properly value the option awards using the Black-Scholes model we use for such grant date fair value, we made appropriate adjustments to the grant date assumptions to reflect changes in the historical and implied stock price volatility, expected life (including adjustments for the time that lapsed between grant date and valuation date), dividend yield and risk-free interest rates as of each measurement date. The value of outstanding performance-based awards in the covered fiscal year is based upon the probable outcome of the performance conditions as of the last day of the fiscal year. |
Pay Versus Performance
All information provided above under the “Pay Versus Performance” heading will not be deemed to be incorporated by reference into any filing of the Company under the Securities Act or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent the Company specifically incorporates such information by reference.