DEF 14A of Murphy Oil Corp, Mar 28, 2025

DEF 14A of Murphy Oil Corp

Filed Mar 28, 2025 · FY20240001193125-25-066248

Open on EDGAR

  1. vi MURPHY OIL CORPORATION

    vi MURPHY OIL CORPORATION

  2. vi MURPHY OIL CORPORATION

    | CLAIBORNE P. DEMING El Dorado, Arkansas Age: 70 Director Since: 1993 Chair of the Board | Board Committees · None Other Public Company Directorships · Murphy USA Inc., El Dorado, Arkansas Principal occupation or employment · President and Chief Executive Officer of the Company from October 1994 through December 2008, retired from the Company June 2009 | Mr. Deming brings to the Board over four decades of experience in the oil and gas industry. He previously served as President and CEO of Murphy and has served on the Boards of two other public companies and one private company in the energy sector. In addition, Mr. Deming has been an advisor to both private firms and government entities in the energy field including serving as Chairman of the National Petroleum Council which provides policy recommendations to the Secretary of Energy. His deep understanding of the energy sector enhances the Board’s collective knowledge of this industry. | | LAWRENCE R. DICKERSON Houston, TX Age: 72 Director Since: 2014 | Board Committees · Audit (Chair) · Nominating and Governance Other Public Company Directorships · Oil States International, Inc., Houston, Texas · Great Lakes Dredge & Dock Corporation, Chair, Oak Brook, Illinois Principal occupation or employment · President and Chief Executive Officer, Diamond Offshore Drilling, Inc., an offshore drilling company, from May 2008 through March 2014, retired March 2014 | Mr. Dickerson’s experience at Diamond Offshore Drilling, Inc. as President and director from March 1998; as Chief Executive Officer from May 2008 until his retirement in March 2014; and as Chief Financial Officer from 1989 to 1998, brings to the Board broad experience in leadership and financial matters. Among other qualifications, he brings to the Board expertise in international drilling operations. |

  3. vi MURPHY OIL CORPORATION

    | MICHELLE A. EARLEY Austin, Texas Age: 53 Director Since: 2021 | Board Committees · Compensation · Finance · Health, Safety, Environment and Corporate Responsibility Other Public Company Directorships · Adams Resources & Energy, Inc., Houston, Texas, until January 2025 Principal occupation or employment · Senior Vice President, Deputy General Counsel and Corporate Secretary, American Airlines Group, Inc., an airline holding company, since August 2024 · Partner, O’Melveny & Meyers LLP, an international law firm, from April 2022 to August 2024 · Partner, Locke Lord LLP, from 2008 to April 2022 | Ms. Earley is currently the Senior Vice President, Deputy General Counsel and Corporate Secretary at American Airlines, a leading global airline that offers thousands of flights daily to more than 350 destinations in more than 60 countries. Ms. Earley was previously a Partner at the law firm of O’Melveny & Meyers LLP, where she served from April 2022 until August 2024 and Locke Lord LLP, where she joined in 1998 and served as a Partner from 2008 until 2022. Ms. Earley has extensive experience in mergers and acquisitions, as well as securities regulation and offering matters and routinely advises boards of directors on corporate governance topics. She brings to the Board expertise in legal matters and corporate governance. | | Eric M. Hambly Houston, Texas Age: 50 Director Since: 2025 | Board Committees · None Other Public Company Directorships · None Principal occupation or employment · President and Chief Executive Officer since January 2025; President and Chief Operating Officer from February 2024 to December 2024; Executive Vice President, Operations from 2020 to 2024 and Executive Vice President, Onshore from 2018 to 2020 | Mr. Hambly is the President and Chief Executive Officer of Murphy Oil Corporation, bringing over two decades of leadership and technical expertise to the Board. Since joining Murphy in 2006, he has been instrumental in driving the success of the Company’s global exploration and operations. With his strong execution ability and robust subsurface expertise, he has played a significant role in the Company efficiently developing offshore assets in the Gulf of America and Malaysia, as well as onshore properties in the U.S. and Canada. Mr. Hambly began his career in the Corporate Reserves department, steadily advancing through roles with increasing responsibility across Murphy’s portfolio. He was promoted to Executive Vice President, Operations in 2020 and assumed the position of President and Chief Operating Officer in 2024. |

  4. vi MURPHY OIL CORPORATION

    | ELISABETH W. KELLER Cambridge, Massachusetts Age: 67 Director Since: 2016 | Board Committees · Audit · Health, Safety, Environment and Corporate Responsibility (Chair) · Nominating and Governance Other Public Company Directorships · None Principal occupation or employment · President, Inglewood Plantation, LLC, from 2014 to 2022, retired December 2022 | Ms. Keller served as the President of Inglewood Plantation, LLC and was responsible for the development of strategic vision and oversight of operations for the largest organic farm in Louisiana. She brings to the Board extensive knowledge in health and environmental issues, both domestically and internationally. | | R. MADISON MURPHY El Dorado, Arkansas Age: 67 Director Since: 1993 (Chair, 1994-2002) | Board Committees · Finance (Chair) · Health, Safety, Environment and Corporate Responsibility Other Public Company Directorships · Murphy USA Inc. (Chair), El Dorado, Arkansas Principal occupation or employment · President, The Murphy Foundation · Owner, The Sumac Company, LLC · Owner, Arc Vineyards · Owner, Presqu’ile Winery | Mr. Murphy served at Murphy Oil Corporation in several capacities from 1980 including as Vice President of Planning and Treasurer from 1988-1990; Chief Financial and Administrative Officer from 1990-1994; and Chair of the Board from 1994 to 2002. This background, along with his current membership on the Board of Directors of Murphy Oil and Chairmanship of Murphy USA, together with his past membership on the Board of Directors of BancorpSouth, Inc. (a NYSE bank holding company), and Deltic Timber Corporation, brings to the Board invaluable corporate leadership and financial expertise. |

  5. vi MURPHY OIL CORPORATION

    | JEFFREY W. NOLAN Little Rock, Arkansas Age: 56 Director Since: 2012 | Board Committees · Compensation · Finance · Nominating and Governance Other Public Company Directorships · None Principal occupation or employment · President and Chief Executive Officer, Loutre Land and Timber Company, a natural resources company with a focus on the acquisition, ownership and management of timberland and mineral properties, from 1998 until 2021, retired December 2021 · Chair of the Board of Directors, First Financial Bank, headquartered in EI Dorado, Arkansas, since 2015 | Mr. Nolan’s experience as President and Chief Executive Officer of a natural resources company, in addition to his former legal practice focused on business and corporate transactions, allows him to bring to the Board expertise in legal matters, corporate governance, corporate finance, acquisitions and divestitures and the management of mineral properties. | | Robert N. Ryan, Jr. Houston, Texas Age: 68 Director Since: 2019 | Board Committees · Audit · Compensation · Health, Safety, Environment and Corporate Responsibility Other Public Company Directorships · None Principal occupation or employment · Retired, Vice President, Chevron Corporation, an integrated energy company, since 2018 | Mr. Ryan has 44 years of experience in the energy industry including 15 years as Vice President—Global Exploration for Chevron from 2003 until his retirement in 2018. He brings to the Board extensive experience in worldwide exploration and portfolio management, and a broad knowledge of oil and natural gas operations and energy policy. His experience includes a position in the Office of Energy Efficiency and Renewable Energy at the U.S. Department of Energy. He holds degrees in geology. |

  6. vi MURPHY OIL CORPORATION

    | LAURA A. SUGG Montgomery, Texas Age: 64 Director Since: 2015 | Board Committees · Compensation (Chair) · Finance Other Public Company Directorships · Kinetik Holdings Inc., Houston, Texas · Public Service Enterprise Group Inc., Newark, New Jersey Principal occupation or employment · Retired, Senior Executive, ConocoPhillips, then an international, integrated energy company, since 2010 | Ms. Sugg’s broad background in capital allocation and accomplishments in the energy industry allow her to bring to the Board expertise in industry, operational and technical matters. Among other qualifications, she brings to the Board specific experience in executive leadership, human resources, compensation and financial matters. As a former leader at ConocoPhillips, Ms. Sugg has a proficient understanding of an oil and natural gas company’s challenges and opportunities. | | Robert B. Tudor, III Houston, Texas Age: 65 Director Since: 2024 | Board Committees · Audit · Nominating and Governance Other Public Company Directorships · None Principal occupation or employment · Founder and CEO of Artemis Energy Partners, an investing and advisory platform focused on companies involved in the global energy markets, since 2023 · Retired Founder and CEO of Tudor, Pickering, Holt & Co., from 2007 to 2022 | Mr. Tudor is the Founder and CEO of Artemis Energy Partners, an investing and advisory platform shaping the future of the industry. With decades of experience at the intersection of finance, energy, and policy, he has played a pivotal role in guiding strategic investments and fostering innovation across the sector. As the retired Founder and CEO of Tudor, Pickering, Holt & Co. and a former partner at Goldman Sachs, where he helped lead the firm’s worldwide energy practice, Mr. Tudor brings to the Board unparalleled expertise in energy investment, market strategy, and corporate leadership. |

  7. vi MURPHY OIL CORPORATION

    How We Are Selected,

  8. COMPOSITION OF THE BOARD NOMINEES

    COMPOSITION OF THE BOARD NOMINEES

  9. How We Are Compensated

    | 2024 Director Compensation Table | | | | | | | | | | Fees Earned or Paid in Cash ($) | Stock Awards(1)(2) ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings(3) ($) | All Other Compensation(4) ($) | Total ($) | | Claiborne P. Deming | 225,000(5) | 200,026 | — | — | — | 7,500 | 432,526 | | Lawrence R. Dickerson | 117,000 | 200,026 | — | — | — | 15,000 | 332,026 | | Michelle A. Earley | 90,000 | 200,026 | — | — | — | 1,365 | 291,391 | | Elisabeth W. Keller | 105,020 | 200,026 | — | — | — | 8,000 | 313,046 | | James V. Kelley | 105,020 | 200,026 | — | — | — | — | 305,046 | | R. Madison Murphy | 110,021 | 200,026 | — | — | 5,491 | 15,000 | 330,538 | | Jeffrey W. Nolan | 90,000(5) | 200,026 | — | — | — | 7,500 | 297,526 | | Robert N. Ryan, Jr. | 90,020 | 200,026 | — | — | — | — | 290,046 | | Laura A. Sugg | 110,000 | 200,026 | — | — | — | 15,000 | 325,026 | | Robert B. Tudor, III | 22,500 | 50,006 | — | — | — | — | 72,506 |

  10. Long-term Incentive Compensation

    | 1. | Grant date fair values are listed in the 2024 Grants of Plan-Based Awards Table |

  11. Executive Officers

    | 2024 Summary Compensation Table | | | | | | | | | | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards(1) ($) | Non-Equity Incentive Plan Compensation(2) ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings(3) ($) | All Other Compensation(4) ($) | Total ($) | | Roger W. Jenkins Chief Executive Officer | 2024 | 1,119,054 | | 7,427,304 | 1,763,951 | — | 65,954 | 10,376,263 | | | 2023 | 1,067,512 | | 8,826,424 | 1,522,503 | 1,779,732 | 65,670 | 13,261,841 | | | 2022 | 1,036,678 | — | 10,174,740 | 2,169,180 | — | 63,820 | 13,444,418 | | Thomas J. Mireles Executive Vice President and Chief Financial Officer | 2024 | 597,931 | | 2,917,752 | 697,800 | 252,899 | 35,996 | 4,502,378 | | | 2023 | 568,762 | | 2,984,969 | 545,445 | 386,256 | 35,745 | 4,521,177 | | | 2022 | 475,014 | — | 2,879,692 | 695,250 | — | 30,039 | 4,079,995 | | Eric M. Hambly President and Chief Operating Officer | 2024 | 647,347 | | 3,183,179 | 755,950 | 150,318 | 38,836 | 4,775,630 | | | 2023 | 616,515 | | 2,984,969 | 586,235 | 329,986 | 38,610 | 4,556,315 | | | 2022 | 597,931 | — | 3,549,453 | 834,300 | — | 37,495 | 5,019,179 | | E. Ted Botner Executive Vice President, General Counsel and Corporate Secretary | 2024 | 504,474 | | 1,591,799 | 470,503 | 692,422 | 30,595 | 3,289,793 | | | 2023 | 488,958 | | 1,610,176 | 413,927 | 847,137 | 30,921 | 3,391,119 | | | 2022 | 463,964 | — | 2,003,588 | 577,830 | — | 29,341 | 3,074,723 | | Daniel R. Hanchera Senior Vice President | 2024 | 446,463 | | 944,105 | 416,726 | 326,206 | 26,573 | 2,160,073 | | | 2023 | 429,555 | | 990,685 | 340,389 | 393,557 | 26,678 | 2,180,864 | | | 2022 | 416,505 | — | 1,232,261 | 484,358 | — | 26,339 | 2,159,463 |

  12. Executive Officers

    | 2024 Outstanding Equity Awards at Fiscal Year-End Table: Stock Awards | | | | | | Name | Number of Shares or Units of Stocks That Have Not Vested(1)(2) (#) | Market Value of Shares or Units of Stocks That Have Not Vested(2)(3)(4) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(1)(3) (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares Units or Other Rights That Have Not Vested(3)(4) ($) | | Roger W. Jenkins | 341,886 | 10,345,472 | 267,471 | 8,093,664 | | Thomas J. Mireles | 107,982 | 3,267,533 | 98,231 | 2,972,465 | | Eric M. Hambly | 122,622 | 3,710,536 | 103,323 | 3,126,543 | | E. Ted Botner | 72,694 | 2,199,718 | 49,651 | 1,502,424 | | Daniel R. Hanchera | 48,229 | 1,459,420 | 26,423 | 799,551 |

  13. Executive Officers

    | 2024 Option Exercises and Stock Vested Table | | | | | | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Roger W. Jenkins | — | — | 500,000 | 19,049,688 | | Thomas J. Mireles | — | — | 137,860 | 5,251,294 | | Eric M. Hambly | — | — | 288,283 | 10,981,148 | | E. Ted Botner | — | — | 137,860 | 5,251,294 | | Daniel R. Hanchera | — | — | 100,220 | 3,817,535 |

  14. Executive Officers

    | 2024 Pension Benefits Table |

  15. Executive Officers

    | 2024 Nonqualified Deferred Compensation Table |

  16. 2024 Potential Payments Upon Termination or Change in Control Table

    2024 Potential Payments Upon Termination or Change in Control Table Long-term incentive grants made to the CEO and other NEOs will only accelerate and become vested upon a double-trigger termination, which requires (i) a change in control transaction and (ii) an involuntary termination of the executive’s employment by the Company other than for “Cause” or “Disability” or a termination by the executive for “Good Reason”. In addition, pursuant to the Severance Protection Agreements described below, the Company provides competitive cash severance compensation should the CEO or the other NEOs be terminated in connection with a change in control by the Company other than for cause or disability or by the executive for good reason. In 2013, Mr. Jenkins entered into a Severance Protection Agreement which provides for the payment of severance benefits in a lump sum equal to three times the sum of Mr. Jenkins’ base salary and his average annual bonus over the three fiscal years prior to his termination. Mr. Jenkins’ Agreement was revised in 2019 to include the provisions regarding the double-trigger vesting treatment of long-term incentives described above. In 2019, the Company entered into Severance Protection Agreements with Mr. Hambly and Mr. Mireles. In 2020 and in 2022, the Company entered into a Severance Protection Agreement with Mr. Botner and Mr. Hanchera, respectively. Each agreement has an initial term of three years, and will automatically be extended for successive one-year periods unless either party provides 90 days prior written notice to not extend the term. The Severance Protection Agreements with the NEOs, other than Mr. Jenkins, provide that if, within twenty-four months following a change in control, the Company terminates the NEO’s employment for any reason other than for cause or disability, or the NEO resigns for good reason (as such terms are defined in the agreements), the NEO will be entitled to the following severance benefits:

  17. 2024 Potential Payments Upon Termination or Change in Control Table

    | · | a lump sum cash payment equal to two times (or three times for Messrs. Hambly and Mireles) the sum of (i) the NEO’s annual base salary in effect immediately prior to the termination (or if greater, the highest rate in effect at any time during the 90-day period before the change in control) and (ii) the average of the NEO’s annual bonus for the three years prior to the termination (or if greater, the three full fiscal years prior to the change in control); |

  18. 2024 Potential Payments Upon Termination or Change in Control Table

    | · | full vesting of all outstanding equity awards; |

  19. 2024 Potential Payments Upon Termination or Change in Control Table

    | · | continued life, accident and health insurance coverage for the 30-month period following termination (or the 36-month period following termination for Messrs. Hambly and Mireles); and |

  20. 2024 Potential Payments Upon Termination or Change in Control Table

    | · | certain relocation benefits. |

  21. 2024 Potential Payments Upon Termination or Change in Control Table

    The NEOs, including the CEO, are not entitled to any tax gross-up payments for any golden parachute excise tax that may be imposed on them as a result of a change in control and severance benefits resulting from a subsequent termination of employment and will be subject to certain non-competition and non-solicitation restrictive covenants for one year following a termination of their employment that occurs following a change in control. The following table presents estimated amounts that would have been payable to the applicable NEO if the described event had occurred on December 31, 2024:

  22. 2024 Potential Payments Upon Termination or Change in Control Table

    | Name | Category | Normal Termination ($)(1) | Change of Control ($) | | Roger W. Jenkins | Severance | — | 8,826,134 | | | Non-equity compensation(2) | 1,763,951 | 1,763,951 | | | Unvested & Accelerated(3) | | | | | Performance-Based Restricted Stock Units | 5,734,272 | 13,827,936 | | | Time-Based Restricted Stock Units | 4,611,200 | 4,611,200 | | | Stock Options | — | — | | | Retirement Plan(4) | 1,298,952 | 1,243,416 | | | Total | 13,408,375 | 30,272,637 | | Thomas J. Mireles | Severance | — | 3,888,495 | | | Non-equity compensation(2) | 697,800 | 697,800 | | | Unvested & Accelerated(3) | | | | | Performance-Based Restricted Stock Units | 1,707,688 | 4,680,153 | | | Time-Based Restricted Stock Units | 1,559,845 | 1,559,845 | | | Stock Options | — | — | | | Retirement Plan(4),5 | — | — | | | Total | 3,965,333 | 10,826,293 | | Eric M. Hambly | Severance | — | 2,650,990 | | | Non-equity compensation(2) | 755,950 | 755,950 | | | Unvested & Accelerated(3) | | | | | Performance-Based Restricted Stock Units | 1,999,795 | 5,126,338 | | | Time-Based Restricted Stock Units | 1,710,741 | 1,710,741 | | | Stock Options | — | — | | | Retirement Plan(4),5 | — | — | | | Total | 4,466,486 | 10,244,019 | | E. Ted Botner | Severance | — | 1,986,240 | | | Non-equity compensation(2) | 470,503 | 470,503 | | | Unvested & Accelerated(3) | | | | | Performance-Based Restricted Stock Units | 1,129,180 | 2,631,605 | | | Time-Based Restricted Stock Units | 1,070,537 | 1,070,537 | | | Stock Options | — | — | | | Retirement Plan(4) | 349,392 | 285,420 | | | Total | 3,019,612 | 6,444,305 | | Daniel R. Hanchera | Severance | — | 1,723,449 | | | Non-equity compensation(2) | 416,726 | 416,726 | | | Unvested & Accelerated(3) | | | | | Performance-Based Restricted Stock Units | 693,873 | 1,493,425 | | | Time-Based Restricted Stock Units | 765,547 | 765,547 | | | Stock Options | — | — | | | Retirement Plan(4) | 233,100 | 190,632 | | | Total | 2,109,246 | 4,589,779 |

  23. 2024 Potential Payments Upon Termination or Change in Control Table

    | 1. | Reflects benefits payable upon an executive’s death, disability or retirement. |

  24. 2024 Potential Payments Upon Termination or Change in Control Table

    | 2. | Non-equity compensation is calculated under the terms of the Company’s Annual Incentive Plan effective January 1, 2022. |

  25. 2024 Potential Payments Upon Termination or Change in Control Table

    | 3. | Reflects the accelerated vesting of LTI only in a double-trigger vesting change in control event. |

  26. 2024 Potential Payments Upon Termination or Change in Control Table

    | 4. | NEOs may receive benefits under the Company’s defined benefit pension plan upon retirement, depending on date of hire, age and years of service at termination. The Pension Benefits Table reports the present value of each NEOs’s accumulated benefit at December 31, 2024 unadjusted for retirement earlier than age 62, and such benefits are not accelerated or otherwise enhanced in connection with any termination scenario. As of December 31, 2024, Messrs. Jenkins, Botner and Hanchera were retirement eligible. Monthly pension benefits are payable in one of the following options: 50% Joint and Survivor; 75% Joint and Survivor; 100% Joint and Survivor; and 10 Years Certain. For purposes of this table, the annual payment of the monthly pension benefits is shown. |

  27. 2024 Potential Payments Upon Termination or Change in Control Table

    | 5. | As of December 31, 2024, Messrs. Hambly and Mireles were not eligible for retirement. |

  28. Pay Ratio

    Pay Ratio In accordance with the requirements of Section 953(b) of the Dodd-Frank Act and Item 402(u) of Regulation S-K (which we collectively refer to as the “Pay Ratio Rule”), we are providing the following estimated information for 2024:

  29. Pay Ratio

    | · | the median of the annual total compensation of all our employees (except our Chief Executive Officer) was $202,161; |

  30. Pay Ratio

    | · | the annual total compensation of Chief Executive officer was $10,376,264; and |

  31. Pay Ratio

    | · | the ratio of these two amounts was 51 to 1. We believe that this ratio is a reasonable estimate calculated in a manner consistent with the requirements of the Pay Ratio Rule. |

  32. Pay Ratio

    SEC rules for identifying the median employee and calculating the pay ratio allow companies to apply various methodologies and assumptions and, as result, the pay ratio reported by us may not be comparable to the pay ratio reported by other companies.

  33. Pay Versus Performance

    Pay Versus Performance The following table sets forth the compensation for our Chief Executive Officer, referred to as Principal Executive Officer (PEO) in the disclosure below, and the average compensation for our other named executive officers (Non-PEO), both as reported in the Summary Compensation Table on page 37, and with certain adjustments to reflect the “compensation actually paid” to such individuals, as defined under SEC rules, for each of 2024, 2023, 2022, 2021 and 2020. The table also provides information on our cumulative TSR, the cumulative TSR of our peer group, Net Income and Return on Average Capital Employed over such years in accordance with SEC rules.

  34. Pay Versus Performance

    | Pay Versus Performance | | | | | | | | | | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year (a) | Summary Compensation Table Total for PEO 1 ($) (b) | Compensation Actually Paid to PEO 2 ($) (c) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers 1 ($) (d) | Average Compensation Actually Paid to Non-PEO Named Executive Officers 2 ($) (e) | Total Shareholder Return 3 ($) (f) | Peer Group Total Shareholder Return 3 ($) (g) | Net Income (in Thousands) 4 ($) (h) | Return on Average Capital Employed 5 (%) (i) | | 2024 | 10,376,263 | 2,332,583 | 3,681,969 | 3,965,381 | 131.19 | 181.25 | 407,171 | 23.1% | | 2023 | 13,261,841 | 11,808,393 | 3,662,369 | 1,071,009 | 179.22 | 191.57 | 661,559 | 28.3% | | 2022 | 13,444,418 | 39,752,198 | 3,741,335 | 8,083,159 | 175.84 | 191.50 | 965,047 | 31.4% | | 2021 | 11,381,012 | 26,071,102 | 3,111,741 | 8,330,184 | 104.46 | 120.82 | (73,664) | 16.9% | | 2020 | 13,180,178 | (5,712,287) | 4,065,562 | (1,804,274) | 47.21 | 64.58 | (1,148,777) | 10.3% |

  35. Pay Versus Performance

    | 1. | Compensation for our PEO, Roger W. Jenkins, reflects the amounts reported in the “Summary Compensation Table” for the respective years. Average compensation for non-PEOs includes the following named executive officers: (i) in 2024, Thomas J. Mireles, Eric M. Hambly, E. Ted Botner and Daniel R. Hanchera (ii) in 2023, Thomas J. Mireles, Eric M. Hambly, E. Ted Botner and Daniel R. Hanchera (iii) in 2022, Thomas J. Mireles, Eric M. Hambly, E. Ted Botner, Daniel R. Hanchera and David R. Looney, (iv) in 2021, David R. Looney, Eric M. Hambly, E. Ted Botner and Thomas J. Mireles and (v) in 2020, David R. Looney, Eric M. Hambly, E. Ted Botner, Thomas J. Mireles, Michael K. McFadyen and Walter K. Compton. |

  36. Pay Versus Performance

    | 2. | Compensation “actually paid” for the PEO and average compensation “actually paid” for our non-PEOs for 2024 reflects the respective amounts set forth in columns (b) and (d) of the table above, adjusted as set forth in the table below, as determined in accordance with SEC rules (Item 402(v) of Regulation S-K). The dollar amounts reflected in columns (b) and (d) of the table above do not reflect the actual amount of compensation earned by or paid to the PEO and our non-PEOs during the applicable year. For information regarding the decisions made by our Compensation Committee in regards to the PEO’s and our non-PEOs compensation for fiscal year 2024, see “Compensation Discussion and Analysis” above. |

  37. Pay Versus Performance

    | | PEO 2024 | Non-PEOs 2024 | | Summary Compensation Table Total | 10,376,263 | 3,681,969 | | Less Stock Award Value Reported in Summary Compensation Table for the Covered Year | (7,427,304) | (2,159,209) | | Plus Fair Value for Awards Granted in the Covered Year | 7,068,012 | 2,047,692 | | Change in Fair Value of Outstanding Unvested Awards from Prior Years | (6,789,724) | (1,663,476) | | Change in Fair Value of Awards from Prior Years that Vested in the Covered Year | (2,280,313) | 2,076,382 | | Less Fair Value of Awards Forfeited during the Covered Year | — | — | | Plus Fair Value of Incremental Dividends or Earnings Paid on Stock Awards | 1,051,741 | 262,988 | | Less Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans | — | (355,461) | | Plus Aggregate Service Cost and Prior Service Cost for Pension Plans | 333,908 | 74,496 | | Compensation Actually Paid | 2,332,583 | 3,965,381 |

  38. Pay Versus Performance

    | Fair values of equity awards set forth in the table above are computed in accordance with FASB ASC Topic 718 as of the end of the respective fiscal year, other than fair values of equity awards that vest in the covered year, which are valued as of the applicable vesting date. |

  39. Pay Versus Performance

    | The aggregate change in actuarial present value of accumulated benefit under pension plans reflects the amount reported for the applicable year in the Summary Compensation Table. Service cost is calculated as the actuarial present value of benefits under all pension plans attributable to services rendered during the applicable fiscal year. Prior service cost is calculated as the entire cost of benefits granted (or credit for benefits reduced) in a plan amendment (or initiation) during the covered fiscal year that are attributable by the benefit formula to services rendered in periods prior to the applicable amendment. |

  40. Pay Versus Performance

    | 3. | TSR is cumulative for the measurement periods beginning on December 31, 2019 and ending on December 31 of each of 2024, 2023, 2022, 2021 and 2020, respectively, calculated in accordance with Item 201(e) of Regulation S-K. The peer group for purposes of this table is the S&P Oil & Gas Exploration & Production Select Industry Index (XOP), which is the same peer group as for the Shareholder Return Performance Presentation of the 2024 Form 10-K for the year ended December 31, 2024. |

  41. Pay Versus Performance

    | 4. | Reflects “Net Income” in the Company’s Consolidated Statements of Income included in the Company’s Annual Reports on Form 10-K for each of the years ended December 31, 2024, 2023, 2022, 2021 and 2020. |

  42. Pay Versus Performance

    | 5. | The following table sets forth an unranked list of the performance measures which we view as the “most important” measures for linking our named executive officers’ compensation actually paid to Company performance, as specifically listed below. For additional details on how these measures are utilized in our compensation program to link pay with performance, see “Compensation Discussion and Analysis” above. |

  43. Pay Versus Performance

    | Performance Measure | | ROACE (EBITDA / ACE) | | AIP Free Cash Flow ($MM) | | Lifting Costs plus G&A | | TRIR | | Spill Rate | | GHG Emissions Intensity (metric ton CO 2 e per MMBOE) | | Sustainability Basket |