DEF 14A of Gulfport Energy Corp, Apr 2, 2025

DEF 14A of Gulfport Energy Corp

Filed Apr 2, 2025 · FY20240001213900-25-028069

Open on EDGAR

  1. PROXY STATEMENT _____________________

    | Compensation Tables | 41 | | Summary Compensation Table | 41 | | All Other Compensation Table | 42 | | 2024 Grants of Plan-Based Awards | 43 | | Outstanding Equity Awards at 2024 Fiscal Year-End | 44 | | 2024 Stock Vested | 45 | | Benefit Plans | 46 | | 401(k) Plan | 46 | | 2021 Stock Incentive Plan | 46 | | Equity Compensation Plan Information | 47 | | Termination, Resignation or Change of Control | 50 |

  2. PROXY STATEMENT _____________________

    | CEO Pay Ratio Disclosure | 52 | | Pay Versus Performance | 53 | | 2024 Director Compensation | 55 | | Beneficial Ownership | 57 | | Holdings of Major Stockholders | 58 | | Certain Relationships and Review and Approval of Related Party Transactions | 59 | | Proposal to Ratify the Appointment of Our Independent Auditors | 60 | | Proposal to Approve, on an Advisory, Non-Binding Basis, the Compensation Paid to the Company’s Named Executive Officers | 61 | | Proposal to Amend our Amended and Restated Certificate of Incorporation to Provide for Officer Exculpation | 62 | | Audit Committee Report | 63 | | About the Annual Meeting | 64 | | Availability of Form 10-K and Annual Report to Stockholders | 68 | | Householding | 69 | | Other Matters | 70 | | Solicitation by the Board of Directors | 71 | | Forward-looking Statements | 72 | | Submission of Future Stockholder Proposals | 73 |

  3. Stock Performance Graph

    Stock Performance Graph The following Performance Graph and related information shall not be deemed “soliciting material” or to be “filed” with the Securities and Exchange Commission, nor shall such information be incorporated by reference into any future filings under the Securities Act of 1933 or Securities Exchange Act of 1934, each as amended, except to the extent that the Company specifically incorporates it by reference into such filings. The performance graph below illustrates changes over the period of December 31, 2023 through December 31, 2024, in cumulative total stockholder return on Gulfport Common Stock as measured against the cumulative total return of the S&P 500 Index, the S&P Oil & Gas Exploration and Production Index and the 2024 Peer Group. The graph tracks the performance of a $100 investment in our Common Stock, each peer company and in each index (with the reinvestment of all dividends for the index securities) from December 31, 2023 to December 31, 2024. Note: 2024 Peer Group defined further on page 32.

  4. Stock Performance Graph

    | | 2025 PROXY STATEMENT 7 |

  5. Stock Performance Graph

    | ELECTION OF DIRECTORS AND DIRECTOR BIOGRAPHIES (Proposal 1) |

  6. Stock Performance Graph

    The Company is asking its stockholders to vote to elect seven directors to serve on the Board of Directors until the 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”) or until their respective successors have been duly elected and qualified. Our Board of Directors currently consists of seven members who are elected annually. Six of these seven directors are non-employee directors, and five of the seven directors are independent under the NYSE listing standards. The directors standing for election this year are listed below. If any nominee should decline election or should become unable to serve as a director of our Company for any reason before election at the Annual Meeting, votes will be cast by the persons appointed as proxies for a substitute nominee, if any, designated by the Board of Directors. There are no family relationships among any of the nominees, directors or any of the executive officers. Directors will be elected at the Annual Meeting by a majority of the votes cast. Abstentions and broker non-votes will have no effect on the voting results for Proposal 1.

  7. Stock Performance Graph

    | 8 2025 PROXY STATEMENT | |

  8. Stock Performance Graph

    | Timothy Cutt | | | Age: 64 Director since: May 2021 Other Public Company Directorships Held in the Past Five Years: QEP (January 2019 – March 2021) | Business Experience: Mr. Cutt has served as non-executive Board Chair since March 2023 and joined Gulfport as Board Chair and Chief Executive Officer in May 2021. Mr. Cutt is a Petroleum Engineer with over 40 years of energy experience. He served as Chief Executive Officer and as a director of QEP Resources from January 2019 to March 2021. Prior to joining QEP, Mr. Cutt was the Chief Executive Officer and a director of Cobalt International Energy from 2016 to 2018. Previously, Mr. Cutt held several executive positions with BHP Billiton before serving as President of the Petroleum Division from 2013 to 2016. During this time, he was also a member of BHP Billiton’s Corporate Executive Committee. Mr. Cutt began his career with Mobil and worked for ExxonMobil for 24 years and served in various management roles including President of ExxonMobil de Venezuela, President ExxonMobil Canada Energy and President Hibernia Management & Development Company. Other Memberships and Positions: Mr. Cutt is President of the Louisiana Tech Foundation Board, served on the board of the American Exploration and Production Council from 2021 to 2023, and previously served as a board member of the American Petroleum Institute from 2013 to 2018. Educational Background: Mr. Cutt received his Bachelor of Science Degree in Petroleum Engineering from Louisiana Tech University. BOARD MEMBERSHIP QUALIFICATIONS: Mr. Cutt’s extensive experience as a CEO and director of public exploration and production companies, executive management skills and extensive knowledge of the oil and natural gas sector and corporate governance qualify him to serve as a director. | | David Wolf | | | Age: 54 Director since: May 2021 Other Public Company Directorships Held in the Past Five Years: EP Energy Corporation (Since October 2020) | Business Experience: Mr. Wolf serves as Lead Independent Director and has an extensive financial background, with over 30 years of experience in the energy and oil and gas industries. Currently, Mr. Wolf serves as a partner at Enduring Resources. He previously served as Executive Vice President and Chief Financial Officer of Vantage Energy and President, Chief Executive Officer, and a Board Member of Fuse Energy LLC. Prior to joining Fuse Energy, Mr. Wolf served as Executive Vice President and Chief Financial Officer of Berry Petroleum Co and a Managing Director in the Global Oil & Gas Group at JP Morgan Chase & Co. Educational Background: Mr. Wolf received his Bachelor of Science degree in Economics from Rollins College and Master of Business Administration degree from Crummer School of Business, Rollins College. BOARD QUALIFICATIONS: Mr. Wolf’s prior experience as a Chief Financial Officer, strong oil and natural gas industry background and financial acumen qualify him to serve as a director. |

  9. Stock Performance Graph

    | | 2025 PROXY STATEMENT 9 |

  10. Stock Performance Graph

    | Jason Martinez | | | Age: 51 Director since: May 2021 | BUSINESS EXPERIENCE: Mr. Martinez has had a 30-year energy industry career, and over 20 years as an investment banker. Currently, Mr. Martinez serves as a Managing Director at Pickering Energy Partners, leading its Energy Transition Advisory practice. Over the course of his career, his client and deal work span a dozen-plus countries and over $100 billion of announced transactions, including mergers, acquisitions, divestitures, all forms of public and private capital raising, and commercial lending. Previously, he held positions at Bank of Montreal Capital Markets, Nomura Securities International, Deutsche Bank Securities, and JPMorgan Securities. At Bank of Montreal, he led the Acquisitions and Divestitures practice. He began his energy career in Andersen Consulting’s Natural Resources group. EDUCATIONAL BACKGROUND: Mr. Martinez received his Master of Business Administration degree from the Harvard Business School and a Bachelor of Arts degree from Rice University. BOARD QUALIFICATIONS: Mr. Martinez’s financial acumen and extensive private equity experience qualify him to serve as a director. | | Jeannie Powers | | | Age: 40 Director since: July 2023 | Business Experience: Ms. Powers is Managing Director and Head of North America Traditional Energy based in EIG’s Houston office. In her previous role at EIG, she led the North America Engineering team, which was focused on engineering support across all aspects of EIG’s North American existing portfolio as well as new business opportunities. Before joining EIG in 2017, Ms. Powers worked as a Sr. Technical Advisor at Wells Fargo Securities A&D where she spent three years evaluating and marketing upstream and midstream assets. Prior to Wells, Ms. Powers spent several years at Chevron, with increasing responsibility, working both asset development and operations across the lower 48. EDUCATIONAL BACKGROUND: Ms. Powers has a Master of Business Administration from Texas Tech University and a Bachelor of Science in Petroleum Engineering from the University of Texas. BOARD QUALIFICATIONS: Ms. Powers’ strong oil and natural gas industry background and financial acumen qualify her to serve as a director. |

  11. Stock Performance Graph

    | 10 2025 PROXY STATEMENT | |

  12. Stock Performance Graph

    | David Reganato | | | Age: 45 Director since: May 2021 Other Public Company Directorships Held in the Past Five Years: Granite Broadcasting LLC (since July 2011) New Cotai, LLC (since March 2014) Rotech Healthcare Holdings, Inc. (since September 2013) Studio City International Holdings (since March 2014) Trident Holding Company, LLC, (holding company of TridentCare) (since September 2019) | Business Experience: Mr. Reganato has over 20 years of experience in the investment industry, including significant knowledge of the oil and gas sector. Currently, Mr. Reganato serves as a Partner with Silver Point Capital, L.P., an investment advisor, which he joined in November 2002. Prior to Silver Point Capital, L.P., Mr. Reganato worked in the investment banking division of Morgan Stanley. Educational Background: Mr. Reganato received his Bachelor of Science degree in Finance and Accounting from the Stern School of Business at New York University. BOARD QUALIFICATIONS: Mr. Reganato’s financial acumen, knowledge of the oil and natural gas sector and previous board experience qualify him to serve as a director. |

  13. Stock Performance Graph

    | John Reinhart | | | Age: 56 Director since: January 2023 Other Public Company Directorships Held in the Past Five Years: Montage Resources (March 2019 – November 2020) | BUSINESS EXPERIENCE: Mr. Reinhart has over 30 years of oil and gas industry leadership experience. Most recently, he served as President, Chief Executive Officer and member of the board of directors of Montage Resources Corporation where he led actions that positioned Montage as an attractive strategic partner with sufficient scale, low debt profile and achievement of top-quartile operational and financial metrics. Mr. Reinhart previously served as President, Chief Executive Officer and member of the board of directors of Blue Ridge Mountain Resources and as Chief Operating Officer at Ascent Resources. He started his oil and gas career at Schlumberger before joining Chesapeake Energy Corporation, where he held operations roles with increasing responsibility. Mr. Reinhart began his career in the United States Army, serving tours in Panama and Iraq. Educational Background: Mr. Reinhart graduated from West Virginia University with a Bachelor of Science degree in Mechanical Engineering. BOARD QUALIFICATIONS: Mr. Reinhart’s considerable operational, technical, cultural, and executive experience in the oil and natural gas industry, including his prior service as an executive and director of both Montage Resources and Blue Ridge Mountain Resources qualify him to serve as a director. |

  14. Stock Performance Graph

    | | 2025 PROXY STATEMENT 11 |

  15. Stock Performance Graph

    | Mary Shafer-Malicki | | | Age: 64 Director since: May 2023 Other Public Company Directorships Held in the Past Five Years: Ag Growth International (Since January 2024) Callon Petroleum (January 2022 – April 2024) QEP Resources (July 2017 – March 2021) McDermott International Inc. (November 2011 – May 2020) Wood Plc (May 2012 – May 2021) | BUSINESS EXPERIENCE: Ms. Shafer-Malicki retired in 2009 after a 26-year career with BP Exploration Operating Company (BP) and Amoco Corporation, where she held domestic and international leadership roles across the energy value chain. She served as Senior Vice President/CEO and Chief Operating Officer/General Manager for BP’s operations in Angola from 2005 to 2009 and Director General for BP’s operations in Vietnam from 2003 to 2005. Prior to this, she served as the Business Unit Leader for BP’s Central North Sea gas business in Scotland from 2001 to 2003, General Manager for support services to all of BP’s Continental Shelf upstream operations in the United Kingdom from 2000 to 2001 and President and General Manager for Amoco/BP’s Dutch onshore and offshore production and gas storage operations in the Netherlands from 1998 to 2000. Her significant board experience includes service as Chair of the Board for QEP Resources and as a board member for Callon Petroleum, Wood plc, McDermott International Inc., and Ausenco Limited. In addition, Ms. Shafer-Malicki currently serves as a director of Ag Growth International, the University of Wyoming Foundation, as well as a member of industry advisory boards for the Chemical Engineering departments at the University of Wyoming and Oklahoma State University. Educational Background: Ms. Shafer-Malicki graduated from Oklahoma State University with a Bachelor of Science degree in Chemical Engineering. BOARD QUALIFICATIONS: Ms. Shafer-Malicki’s extensive energy industry experience, including her serving in senior executive positions, and her experience as a director on multiple public company boards qualify her to serve as a director. |

  16. Stock Performance Graph

    | 12 2025 PROXY STATEMENT | |

  17. Stock Performance Graph

    | WHAT ARE THE COMMITTEES OF THE BOARD? |

  18. Stock Performance Graph

    Our Board of Directors has an Audit Committee, a Compensation Committee, and a Nominating, Environmental, Social and Governance Committee. The table below summarizes committee membership as of the date of this proxy statement along with the functions each committee is responsible for performing.

  19. Stock Performance Graph

    | AUDIT COMMITTEE | | | Members David Wolf C+^ Jason Martinez +^ Jeannie Powers +^ David Reganato +^ Number of Meetings in 2024 8 | Principal Functions • Reviews and discusses with management and the independent auditors the integrity of our accounting policies, internal controls, financial statements, accounting and auditing processes and risk management compliance. • Monitors and oversees our accounting, auditing and financial reporting processes generally, including the qualifications, independence and performance of the independent auditor. • Monitors our compliance with legal and regulatory requirements. • Monitors the Company’s cybersecurity risk and readiness. • Monitors compliance with the Company’s Code of Business Conduct and Ethics. • Establishes and oversees procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, and the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters. • Reviews and approves related party transactions. • Appoints, determines compensation, evaluates and terminates our independent auditors. • Pre-approves audit and permissible non-audit services to be performed by the independent auditors. • Prepares the report required by the U.S. Securities and Exchange Commission (the “SEC”), for the inclusion in our annual proxy statement. • Reviews and reassesses the adequacy of the Audit Committee charter on a periodic basis. • Informs our independent auditors of the Audit Committee’s understanding of significant relationships and transactions with related parties and review and discuss with our independent auditors the auditors’ evaluation of our identification of, accounting for and disclosure of our relationships and transactions with related parties, including any significant matters arising from the audit regarding our relationships and transactions with related parties. |

  20. Stock Performance Graph

    C Committee Chair. ^ Audit Committee financial expert.

  21. Stock Performance Graph

    | | 2025 PROXY STATEMENT 13 |

  22. Stock Performance Graph

    | compensation committee | | | Members Jason Martinez C+ David Wolf + David Reganato + Mary Shafer-Malicki + Number of Meetings in 2024 5 | Principal Functions • Oversees and administers our executive compensation policies, plans and practices, including our stock retention guidelines, and evaluates their impact on risk and risk management. • Assists the Board of Directors in discharging its responsibilities relating to the compensation of our executives, including our Chief Executive Officer, and other key employees. • Administers our equity-based compensation plans, including the grants of stock options, restricted stock awards and other equity awards under such plans. • Develops, reviews and approves our cash-based incentive bonus plans, including the establishment of performance criteria, targets and awards under our 2024 Executive Annual Incentive Compensation Plan. • Makes recommendations to the Board with respect to incentive compensation. • Where appropriate or required, makes recommendations to our stockholders with respect to incentive compensation and equity-based plans. • Conducts annual performance evaluation of the Committee. • Reviews disclosure related to executive compensation in our proxy statement and prepares an annual Compensation Committee report. • Reviews and considers the stockholders’ advisory vote on executive compensation and the frequency of holding such advisory vote. • Reviews and reassesses the adequacy of the Compensation Committee charter. |

  23. Stock Performance Graph

    | 14 2025 PROXY STATEMENT | |

  24. Stock Performance Graph

    | NOMINATING, ENVIRONMENTAL, SOCIAL AND GOVERNANCE COMMITTEE | | | Members Mary Shafer-Malicki C+ David Wolf + Jeannie Powers + David Reganato + Number of Meetings in 2024 5 | Principal Functions • Assists the Board of Directors in developing criteria for identifying and evaluating individuals qualified to serve as members of our Board of Directors. • Selects and recommends director candidates to the Board of Directors to be submitted for election at each annual meeting of stockholders and to fill any vacancies on the Board of Directors. • Periodically reviews and makes recommendations regarding the composition and size of the Board of Directors and its Committees. • Reviews and recommends to the Board of Directors appropriate corporate governance guidelines and procedures for the Company. • Conducts an annual assessment of the qualifications and performance of the Board of Directors. • Reviews and reports to the Board of Directors on the performance of management annually. • Reviews the development and leadership capabilities of the executive officers and management’s succession process. • Reviews and approves the Company’s Corporate Sustainability Report. • Reviews and makes recommendations to our Board of Directors regarding the health, safety and environmental protection, and corporate responsibility matters, including governmental relations, political contributions and corporate philanthropy, which we refer to as HSE and corporate responsibility matters, and their impact on our business and operations. • Monitors and evaluates management’s actions with respect to HSE and corporate responsibility matters. • Reviews reports from our management, consultants or other advisors regarding (i) our performance with respect to HSE and corporate responsibility matters and compliance with any related laws and regulations applicable to us, (ii) any significant litigation relating to HSE and corporate responsibility matters involving our Company, and (iii) any significant legislation or regulations, judicial decisions, treaties, protocols, conventions or other agreements, public policies or other scientific, medical or technological developments involving HSE and corporate responsibility matters that will or may have a material effect on our business and operations. • Reviews the risks and exposures relating to HSE and corporate responsibility matters, including mitigation and remedial actions. • Reviews crisis management planning procedures relating to HSE and corporate responsibility matters. • Conducts investigations or studies affecting Gulfport as they pertain to HSE and corporate responsibility matters. • Reviews the effectiveness of internal systems and controls necessary to ensure our compliance with applicable health, safety and environmental laws, rules and regulations. • Reviews our compliance with industry practices in the areas of health, safety and environmental protection. • Reviews our political, charitable and educational contributions/programs and the administration of any political action or similar Committees of our employees. • Oversees the policies and practices promoting resilient employment practices within the Company and the Company’s human and workplace rights and policies. • Reviews and provides guidance on public policy advocacy efforts to confirm alignment with Company policies and values. • Reviews and reassesses the adequacy of the Nominating, Environmental, Social and Governance Committee charter. |

  25. Stock Performance Graph

    | | 2025 PROXY STATEMENT 15 |

  26. Stock Performance Graph

    | DO THE COMMITTEES HAVE WRITTEN CHARTERS? |

  27. Stock Performance Graph

    Yes. The charters for each Committee can be found on our website at https://www.gulfportenergy.com/investors/corporate-governance/governance-documents. You may also obtain copies of these charters, as well as our Code of Business Conduct and Ethics, which is described below, by writing to our Chief Legal and Administrative Officer and Corporate Secretary, Patrick Craine, at Gulfport Energy Corporation, 713 Market Drive, Oklahoma City, Oklahoma 73114.

  28. Stock Performance Graph

    | 16 2025 PROXY STATEMENT | |

  29. Stock Performance Graph

    | WHO ARE OUR INDEPENDENT DIRECTORS? |

  30. Stock Performance Graph

    Our Board of Directors has determined that five of our seven current Board members (David Wolf, Jason Martinez, Jeannie Powers, David Reganato, and Mary Shafer-Malicki) meet the independence requirements in the NYSE listing standards and are free of any relationship that, in the opinion of our Board of Directors, would interfere with the exercise of independent judgment in carrying out their responsibilities as directors of the Company. Mr. Reinhart, our President, Chief Executive Officer and Director, is not considered by the Board of Directors to be an independent director because of his current employment with the Company. Mr. Cutt, our Board Chair, is not considered by the Board of Directors to be an independent director because of his previous employment as Chief Executive Officer of the Company.

  31. Stock Performance Graph

    | Annual Board Self-Assessment Process |

  32. Directors

    Directors We believe that our directors bring a broad range of leadership experience to the boardroom and regularly contribute to the thoughtful discussion involved in effectively overseeing the business and affairs of the Company. We believe that the atmosphere of our Board is collegial, that all Board members are well engaged in their responsibilities and that all Board members express their views and consider the opinions expressed by other directors. Five out of seven director nominees are independent under NYSE listing standards and SEC rules. We believe that our independent directors have demonstrated leadership in business enterprises and are familiar with Board processes. Our independent directors are involved in the leadership structure of our Board by serving on our Audit, Nominating, Environmental, Social and Governance and Compensation Committees, comprised entirely of independent directors and each having an independent chair.

  33. Committee Chairs

    Committee Chairs Specifically, our Audit Committee Chair oversees the accounting and financial reporting processes and compliance with legal and regulatory requirements. Our Compensation Committee Chair oversees our compensation policies and practices and their impact on risk and risk management. The Chair of our Nominating, Environmental, Social and Governance Committee oversees our practices relating to health, safety and environmental protection, as well as social and governance matters. Our Nominating, Environmental, Social and Governance Committee Chair also monitors matters related to Board and Committee composition, Board performance and best practices in corporate governance. Each Committee Chair provides independent leadership for the purposes of many important functions delegated by our Board of Directors to such Committee.

  34. Committee Chairs

    | | 2025 PROXY STATEMENT 21 |

  35. Committee Chairs

    | BOARD OF DIRECTORS’ ROLE IN RISK OVERSIGHT |

  36. Committee Chairs

    While our management team is responsible for the day-to-day management of risks, the Board of Directors has primary responsibility for risk oversight. Boards typically exercise this oversight during regular Board meetings, but our Board of Directors also maintains constant and open dialogue with management and reviews and monitors key processes. As a result, they are better able to respond to emerging risks and to influence our strategy to address those risks. While our Board of Directors is responsible for risk oversight at the Company, our three Committees assist the Board in fulfilling its oversight responsibilities in the areas of risk below:

  37. Committee Chairs

    | Committee | Risk Areas of Focus | | Audit | • Cybersecurity • Financial Reporting • Internal Controls • Legal Compliance • Regulatory Compliance • Reserves Reporting • Risk Management | | Compensation | • Compensation Policies • Executive Performance | | Nominating, Environmental, Social and Governance | • Board Organization • Climate • Corporate Governance • Environment • Government Relations • Membership • Political Contributions • Public Health • Safety • Structure • Succession Planning |

  38. Committee Chairs

    | 22 2025 PROXY STATEMENT | |

  39. Committee Chairs

    The following table sets forth the name, age, positions, and business experience of each of our executive officers (other than John Reinhart, who also serves as a member of our Board and who is listed under “Election of Directors and Director Biographies”):

  40. Committee Chairs

    | NAME | POSITIONS AND EXPERIENCE | | Michael Hodges Age: 46 | Executive Vice President, Chief Financial Officer since April 2023 Prior to joining the Company, Mr. Hodges served as Senior Vice President, Finance and Accounting at Leon Capital Group. Prior to joining Leon Capital, he was the Executive Vice President and Chief Financial Officer for Montage Resources Corporation until its merger with Southwestern Energy Company in November 2020. From 2012 until joining Montage Resources in 2018, Mr. Hodges served as the Chief Financial Officer for three upstream energy companies focused on near-term value creation through the acquisition and early-stage development of oil and natural gas resources. Mr. Hodges received his Bachelor of Business Administration in Finance from the University of Oklahoma and a Master of Science in Energy Management from Oklahoma City University and is a Certified Public Accountant in the State of Oklahoma. | | Patrick Craine Age: 52 | Executive Vice President, Chief Legal and Administrative Officer since June 2021 Mr. Craine joined Gulfport as Executive Vice President, General Counsel and Corporate Secretary in May 2019. Mr. Craine has over 25 years of extensive senior-level experience handling a broad range of securities, corporate, regulatory, governance, compliance and litigation matters, with particular expertise in the energy industry. He joined Gulfport from Chesapeake Energy Corporation (NYSE: CHK) (“Chesapeake”), a hydrocarbon exploration company, where he served as Deputy General Counsel – Chief Risk and Compliance Officer from 2013 until 2019. Prior to joining Chesapeake, Mr. Craine was a partner with Bracewell LLP, a global law firm, where his practice focused on securities and corporate regulatory matters and investigations. Before Mr. Craine entered private practice, he served as an attorney with the SEC and the Financial Industry Regulatory Authority, where he held leadership positions in their Oil and Gas Task Forces. Mr. Craine received his Bachelor of Arts degree, summa cum laude, Phi Beta Kappa, from Wabash College, and his Juris Doctorate, cum laude, from the Southern Methodist University Dedman School of Law. | | Matthew Rucker Age: 39 | Executive Vice President, Chief Operating Officer since February 2025 Mr. Rucker joined Gulfport as the Senior Vice President of Operations in March 2023. On February 24, 2025, he was promoted to Executive Vice President and Chief Operating Officer. He joined Gulfport from Javelin Energy Partners where he previously served as Vice President, Production Operations starting in July 2022. Prior to joining Javelin, Mr. Rucker served as the Executive Vice President, Chief Operating Officer of Montage Resources Corporation following Montage’s successful business combination transaction with Blue Ridge Mountain Resources in June 2020. Prior to Montage, Mr. Rucker served as Vice President, Resource Planning and Development of Blue Ridge from 2016 to 2020. Mr. Rucker started his career at Chesapeake Energy Corporation from 2007 to 2016, serving in a variety of leadership and engineering roles in field operations, reservoir engineering, and planning. Mr. Rucker graduated with a Bachelor of Science degree in Petroleum Engineering from Marietta College and with a Master of Business Administration from Texas Christian University. He serves on the Boards of the Ohio Oil and Gas Association and the Petroleum Alliance of Oklahoma. |

  41. Committee Chairs

    | | 2025 PROXY STATEMENT 23 |

  42. Committee Chairs

    | NAME | POSITIONS AND EXPERIENCE | | Michael Sluiter Age: 52 | Senior Vice President, Reservoir Engineering since December 2018 Mr. Sluiter joined Gulfport from Noble Energy, Inc., where he held various engineering positions from January 2012 to November 2018, including Business Development Engineering Advisor, Appalachian Reservoir Engineering Supervisor, and Permian Basin Business Unit Manager. Mr. Sluiter has over 18 years of experience in unconventional resource development, reservoir engineering, subsurface development, business development and acquisitions, as well as leadership skills, which he developed at Noble Energy, Santos Australia and Santos USA. Mr. Sluiter began his career as a wireline field services engineer for Schlumberger in Thailand. Mr. Sluiter received a Bachelor of Science degree in Chemical Engineering from the University of Sydney, Australia. | | Lester Zitkus Age: 59 | Senior Vice President, Land since January 2017 Mr. Zitkus joined Gulfport as Vice President of Land in March 2014. Prior to joining the Company, Mr. Zitkus served as Vice President of Land for Chesapeake Energy Corporation from May 2007 to October 2013. During his 20-year tenure with Equitable Resources Inc. (now EQT Corp.), he held various positions, including Vice President of Operations and Senior Vice President of Land, between 1987 and 2007. He holds a degree in Mineral Land Management from the University of Evansville. Mr. Zitkus is a member and past president of the American Association of Professional Landmen and Past Regional Director of the Independent Petroleum Association of America. |

  43. Committee Chairs

    | 24 2025 PROXY STATEMENT | |

  44. Committee Chairs

    | Letter from the Compensation Committee |

  45. Committee Chairs

    2024 was defined by execution, operational excellence and strong financial results for Gulfport Energy. The Company delivered on all fronts, highlighted by our high-quality resource base and the continued improvement of development efficiencies throughout the year. The Company delivered net production in line with initial expectations while executing at the low end of its initial capital expenditures expectations. The 2024 development program led to meaningful adjusted free cash flow generation, and after adjusting for cash flow utilized for attractive discretionary acreage acquisitions, Gulfport allocated approximately 96% of adjusted free cash flow to repurchasing our common stock during 2024. All of this was achieved while maintaining our strong balance sheet, ample liquidity and financial leverage below one times. The Company’s accomplishments were realized by the investment community and Gulfport’s stock price appreciated over 38% during 2024, outperforming the S&P 500 which appreciated by approximately 25% and Gulfport’s 2024 compensation peer group average appreciation of approximately 10%. From an executive compensation perspective, we were able to set realistic, challenging targets for our short and long-term incentive plans. We were pleased to see the financial and operational results exceed our expectations. We were able to deliver on our compensation strategy of providing compensation opportunities that were tied to Company performance. Our philosophy is to remain competitive within the oil and gas industry for similarly situated operations. Please review the Compensation Discussion and Analysis, where we explain how we tie pay and performance together to reward our executives. We are confident our shareholders will once again agree with the compensation decisions we made regarding our executive team as they overwhelmingly did based on the 97.8% of votes we received on our 2024 Say-On-Pay vote. Thank you for your confidence and investment in Gulfport Energy. Respectfully submitted by the Compensation Committee, Jason Martinez, Chair David Reganato Mary Shafer-Malicki David Wolf Dated: April 2, 2025

  46. Committee Chairs

    | | 2025 PROXY STATEMENT 25 |

  47. Committee Chairs

    This Compensation Discussion and Analysis, or CD&A, explains the Compensation Committee’s compensation philosophy, summarizes our executive compensation programs, and describes compensation decisions for Gulfport’s Chief Executive Officer, or CEO, Chief Financial Officer, or CFO, and the next three highest paid executive officers for 2024. These executive officers, known as our NEOs, are as follows:

  48. Committee Chairs

    | John Reinhart | President, Chief Executive Officer and Director | | Michael Hodges | Executive Vice President, Chief Financial Officer | | Patrick Craine | Executive Vice President, Chief Legal and Administrative Officer and Corporate Secretary | | Matthew Rucker | Executive Vice President, Chief Operating Officer | | Michael Sluiter | Senior Vice President of Reservoir Engineering |

  49. Committee Chairs

    | 26 2025 PROXY STATEMENT | |

  50. Committee Chairs

    | Gulfport 2024 Business Performance Highlights |

  51. Committee Chairs

    During 2024, we had the following notable achievements:

  52. Compensation Committee Interlocks and Insider Participation

    | SUMMARY COMPENSATION TABLE |

  53. Compensation Committee Interlocks and Insider Participation

    | Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | John Reinhart(4) | 2024 | $875,687 | $6,464,014 | $1,620,000 | $28,657 | $8,988,358 | | President and Chief Executive Officer | 2023 | $706,133 | $3,236,509 | $1,554,300 | $25,267 | $5,522,209 | | | 2022 | — | — | — | — | — | | Michael Hodges(5) | 2024 | $508,662 | $2,268,144 | $772,500 | $24,547 | $3,573,853 | | Executive Vice President and | 2023 | $345,106 | $1,806,095 | $800,250 | $21,440 | $2,972,891 | | Chief Financial Officer | 2022 | — | — | — | — | — | | Patrick Craine(6) | 2024 | $496,837 | $1,757,822 | $675,000 | $23,271 | $2,952,930 | | Chief Legal and Administrative Officer | 2023 | $481,999 | $1,300,072 | $720,225 | $24,756 | $2,527,052 | | | 2022 | $462,744 | — | $503,370 | $26,406 | $992,520 | | Matthew Rucker(7) | 2024 | $429,425 | $1,701,140 | $561,000 | $22,828 | $2,714,393 | | Senior Vice President of Operations | 2023 | $309,938 | $1,170,045 | $482,625 | $3,746 | $1,966,354 | | | 2022 | — | — | — | — | — | | Michael Sluiter(8) | 2024 | $409,713 | $1,247,514 | $466,875 | $24,848 | $2,148,950 | | Senior Vice President of | 2023 | $387,592 | $1,083,375 | $482,625 | $24,787 | $1,978,379 | | Reservoir Engineering | 2022 | $371,470 | — | $269,892 | $26,076 | $667,438 |

  54. Compensation Committee Interlocks and Insider Participation

    | 2024 GRANTS OF PLAN-BASED AWARDS |

  55. Compensation Committee Interlocks and Insider Participation

    | OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END |

  56. Compensation Committee Interlocks and Insider Participation

    | 2024 STOCK VESTED |

  57. NEO Employment Agreements and Termination and Change of Control Benefits

    | Benefits and Payments Upon Termination(1) | Termination Due to Death or Disability | Termination by the Company Without Cause or by the NEO for Good Reason (a “Qualifying Termination”) | Termination by the Company for Cause | Qualifying Termination Within 24 Months Following Change of Control | Change in Control with no Qualifying Termination(2) | | John Reinhart | | | | | | | Cash Severance Payments(3) | — | $3,060,000 | — | $7,020,000 | — | | Accelerated Vesting of Equity Awards:(4) | | | | | | | Unvested RSUs | $5,480,687 | $5,480,687 | — | $5,480,687 | $5,480,687 | | Unvested PSUs | $3,786,300 | $3,786,300 | — | $10,617,104 | $10,617,104 | | COBRA Payments(5) | — | $18,579 | — | $27,868 | — | | Total | $9,266,987 | $12,345,565 | — | $23,145,658 | $16,097,791 | | Michael Hodges | | | | | | | Cash Severance Payments(3) | — | $1,545,000 | — | $2,575,000 | — | | Accelerated Vesting of Equity Awards:(4) | | | | | | | Unvested RSUs | $2,273,396 | $2,273,396 | — | $2,273,396 | $2,273,396 | | Unvested PSUs | $1,854,389 | $1,854,389 | — | $4,513,821 | $4,513,821 | | COBRA Payments(5) | — | $22,686 | — | $34,030 | — | | Total | $4,127,785 | $5,695,472 | — | $9,396,247 | $6,787,217 | | Patrick Craine | | | | | | | Cash Severance Payments(3) | — | $1,400,000 | — | $2,350,000 | — | | Accelerated Vesting of Equity Awards:(4) | | | | | | | Unvested RSUs | $1,700,719 | $1,700,719 | — | $1,700,719 | $1,700,719 | | Unvested PSUs | $1,486,312 | $1,486,312 | — | $3,571,822 | $3,571,822 | | COBRA Payments(5) | — | $22,547 | — | $33,820 | — | | Total | $3,187,031 | $4,609,577 | — | $7,656,361 | $5,272,541 | | Matthew Rucker | | | | | | | Cash Severance Payments(3) | — | $1,188,000 | — | $2,002,000 | — | | Accelerated Vesting of Equity Awards:(4) | | | | | | | Unvested RSUs | $1,585,041 | $1,585,041 | — | $1,585,041 | $1,585,041 | | Unvested PSUs | $1,337,656 | $1,337,656 | — | $3,305,653 | $3,305,653 | | COBRA Payments(5) | — | $22,686 | — | $34,030 | — | | Total | $2,922,697 | $4,133,384 | — | $6,926,724 | $4,890,694 |

  58. NEO Employment Agreements and Termination and Change of Control Benefits

    | Benefits and Payments Upon Termination(1) | Termination Due to Death or Disability | Termination by the Company Without Cause or by the NEO for Good Reason (a “Qualifying Termination”) | Termination by the Company for Cause | Qualifying Termination Within 24 Months Following Change of Control | Change in Control with no Qualifying Termination(2) | | Michael Sluiter | | | | | | | Cash Severance Payments(3) | — | $1,037,500 | — | $1,763,750 | — | | Accelerated Vesting of Equity Awards:(4) | | | | | | | Unvested RSUs | $1,317,767 | $1,317,767 | — | $1,317,767 | $1,317,767 | | Unvested PSUs | $1,238,634 | $1,238,634 | — | $2,810,524 | $2,810,524 | | COBRA Payments(5) | — | $22,833 | — | $34,250 | — | | Total | $2,556,401 | $3,616,734 | — | $5,926,290 | $4,128,290 |

  59. NEO Employment Agreements and Termination and Change of Control Benefits

    | CEO Pay Ratio Disclosure |

  60. NEO Employment Agreements and Termination and Change of Control Benefits

    | | Summary Compensation Table Total for PEO1(1)(2) (Cutt) (b) | Summary Compensation Table Total for PEO2(1) (Wood) (b) | Summary Compensation Table Total for PEO3(2) (Reinhart) (b) | Compensation Actually Paid to PEO1 (Cutt) (c) | Compensation Actually Paid to PEO2 (Wood) (c) | Compensation Actually Paid to PEO3 (Reinhart) (c) | Average Summary Compensation Table Total for non-PEO NEOs (d) | Average Compensation Actually Paid to non-PEO NEOs (e) | Value of initial fixed $100 Investment based on: | | Net Income ($mm) (h) | Adjusted Free Cash Flow(4) ($mm) (i) | | Year (a) | | | | | | | | | Total Shareholder Return(3) (f) | Peer Total Shareholder Return(3) (g) | | | | 2024(5) | n/a | n/a | $8,988,358 | n/a | n/a | $16,551,431 | $2,847,532 | $7,442,197 | $271 | $155 | ($261) | $257 | | 2023(6) | $385,141 | n/a | $5,522,209 | $9,977,442 | n/a | $10,022,502 | $2,162,249 | $6,573,145 | $196 | $160 | $1,471 | $199 | | 2022(7) | $6,447,544 | n/a | n/a | $5,787,952 | n/a | n/a | $974,218 | $1,232,477 | $108 | $159 | $495 | $241 | | 2021(8) | $3,823,399 | $8,942,980 | n/a | $4,153,397 | $8,930,695 | n/a | $4,004,438 | $4,214,026 | $106 | $112 | ($113) | $361 | | 2020(9) | n/a | $2,773,653 | n/a | n/a | $1,110,896 | n/a | $1,092,898 | $261,907 | n/a | n/a | ($1,625) | $41 |

  61. NEO Employment Agreements and Termination and Change of Control Benefits

    | 2024 DIRECTOR COMPENSATION |

  62. 2024 Director Compensation Table

    2024 Director Compensation Table The following table contains information with respect to 2024 compensation of our non-employee directors who served in such capacity during 2024.

  63. Board Compensation

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Option Awards ($) | Total ($) | | Timothy Cutt | $125,000 | $150,000 | — | $275,000 | | David Wolf | $160,000 | $150,000 | — | $310,000 | | Jason Martinez | $125,000 | $150,000 | — | $275,000 | | Jeannie Powers | $115,000 | $150,000 | — | $265,000 | | David Reganato | $120,000 | $150,000 | — | $270,000 | | Mary Shafer-Malicki | $115,000 | $150,000 | — | $265,000 |