DEF 14A of Permian Resources Corp, Apr 10, 2025

DEF 14A of Permian Resources Corp

Filed Apr 10, 2025 · FY20240001308179-25-000436

Open on EDGAR

  1. Permian Resources Corp

    | EXECUTIVE COMPENSATION | 45 | | 2024 SUMMARY COMPENSATION TABLE | 45 | | 2024 GRANTS OF PLAN-BASED AWARDS | 46 | | OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END | 47 | | OPTION EXERCISES AND STOCK VESTED IN 2024 | 48 | | POTENTIAL PAYMENTS UPON TERMINATION OR A CHANGE IN CONTROL | 49 | | CEO PAY RATIO | 52 | | PAY VERSUS PERFORMANCE | 52 | | COMPENSATION RISK ASSESSMENT | 55 | | DIRECTOR COMPENSATION | 55 | | EQUITY COMPENSATION PLAN INFORMATION | 57 | | EXECUTIVE OFFICERS | 58 | | CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS | 60 | | REVIEW AND APPROVAL OF RELATED PERSON TRANSACTIONS | 60 | | RELATED PERSON TRANSACTIONS | 61 | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 62 | | PROPOSAL 2: APPROVAL ON AN ADVISORY BASIS OF OUR NAMED EXECUTIVE OFFICER COMPENSATION | 65 | | VOTE REQUIRED AND BOARD RECOMMENDATION | 65 | | PROPOSAL 3: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 66 | | PRINCIPAL ACCOUNTING FIRM FEES | 66 | | AUDIT COMMITTEE APPROVAL | 66 | | VOTE REQUIRED AND BOARD RECOMMENDATION | 66 | | GENERAL INFORMATION | 67 | | ANNUAL REPORT | 67 | | OTHER BUSINESS | 67 | | SHAREHOLDER PROPOSALS | 67 | | AVAILABILITY OF CERTAIN DOCUMENTS | 67 | | QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING | 68 | | APPENDIX A – NON-GAAP FINANCIAL MEASURES | 72 |

  2. CORPORATE GOVERNANCE AND COMPENSATION HIGHLIGHTS

    | BOARD & COMMITTEE STRUCTURE | | GOVERNANCE PRACTICES | | COMPENSATION PRACTICES | | | | Roles of Chair of the Board and Co-CEOs are separate | | Board and Committee risk oversight | | Our Co-CEOs receive compensation solely in performance-based equity awards | | | Majority voting in uncontested director elections | | Active shareholder engagement | | Stock ownership guidelines | | | Diverse Board skills and experience | | No employment agreements | | Independent compensation consultant | | | Refreshed committee composition to enhance independent oversight function | | No shareholder rights (poison pill) or similar plan | | Director compensation program enables compensation solely in equity awards | | | | | Non-hedging and non-pledging policies for our company securities | | Compensation clawback policy | | | | | Related person transactions policy | | Double-trigger required and no tax gross-ups for change-in-control benefits and payments |

  3. 2024 Executive Compensation

    2024 Executive Compensation The Compensation Committee, with the support of the Co-CEOs, adopted an executive compensation program that ties 100% of our Co-CEOs’ compensation to the performance of the Company. Under this program, neither of our Co-CEOs receives a base salary, annual bonus or any other form of cash compensation. Instead, 100% of their compensation has been provided through long-term incentive awards in the form of performance stock units (PSUs). The ultimate number of shares earned depends on the total shareholder returns (TSR) of PR on both an absolute basis and a relative basis to PR’s peer group. Similarly, a significant portion of the compensation for our other named executive officers is tied to the Company’s performance via long term PSUs that account for 80% of their respective equity compensation. We believe this approach to executive compensation differentiates us from our peers and is an integral part of our shareholder-aligned strategy. Our Co-CEOs’ inaugural PSU grants were awarded to them in September 2022, on the closing date of the merger (the PR Merger) between Centennial Resource Development, Inc. (Centennial) and Colgate Energy Partners III, LLC (Colgate). These long-term PSUs were divided into three equal tranches, with the performance periods for each tranche lasting approximately three, four and five years from the closing date of the PR Merger. The Compensation Committee, with the support of the Co-CEOs, chose this structure to allow for full alignment between the Co-CEOs’ compensation and the TSR experienced by our shareholders as a means to incentivize long-term value creation by our Co-CEOs.

  4. DIRECTOR NOMINEES

    DIRECTOR NOMINEES There are currently eleven directors on our Board. Our Board is not classified and all of our directors are elected annually for one-year terms. The table below identifies the eleven director nominees named in this Proxy Statement, each of whom currently serves on our Board.

  5. DIRECTOR NOMINEES

    | DIRECTOR NOMINEES | AGE | DIRECTOR SINCE | | Robert J. Anderson | 63 | 2023 | | Maire A. Baldwin | 59 | 2016 | | Frost W. Cochran | 60 | 2023 | | Karan E. Eves | 43 | 2022 | | Steven D. Gray (Board Chair) | 65 | 2022 | | William M. Hickey III | 38 | 2022 | | Aron Marquez | 42 | 2022 | | William J. Quinn | 54 | 2022 | | Jeffrey H. Tepper | 59 | 2016 | | Robert M. Tichio | 47 | 2016 | | James H. Walter | 37 | 2022 |

  6. DIRECTOR NOMINEES

    | PERMIAN RESOURCES | 2025 PROXY STATEMENT | 9 |

  7. DIRECTOR NOMINEES

    | Election of Eleven Directors |

  8. DIRECTOR NOMINEES

    Our Board is not classified and all of our directors are elected annually for one-year terms. The eleven director nominees for election at the Annual Meeting are listed below. If elected to the Board, each nominee will serve until the Company’s 2026 annual meeting of shareholders. Notwithstanding the expiration date of their term, each director holds office until their successor is duly elected and qualified. Each of the nominees currently serves on the Board. If prior to the Annual Meeting a nominee becomes unavailable to serve as a director, any shares represented by a proxy directing a vote will be voted for the remaining nominees and for any substitute nominee(s) designated by the Board. As of the mailing of these proxy materials, the Board has no reason to believe any director nominee would not be available to serve.

  9. DIRECTOR NOMINEES

    DIRECTOR NOMINEES

  10. DIRECTOR NOMINEES

    | ROBERT J. ANDERSON | | | AGE: 63 DIRECTOR SINCE: November 2023 COMMITTEES: ● Environmental, Social and Governance Committee | Mr. Anderson is the Chief Executive Officer of PetroPeak Energy, LLC, a private oil and gas start-up company focused on the acquisition and development of conventional assets in select onshore basins in the U.S. Previously, Mr. Anderson served as President and Chief Executive Officer of Earthstone Energy, Inc. (Earthstone) between April 2020 and November 2023, having previously served as President since April 2018. He also served on the Board of Directors of Earthstone between April 2022 and November 2023. From December 2014 through April 2018, he served as Earthstone’s Executive Vice President, Corporate Development and Engineering. Previously, he served in a similar capacity with Oak Valley Resources LLC (Oak Valley) from March 2013 until the closing of its strategic combination with Earthstone in December 2014. Prior to joining Oak Valley, he served from August 2012 to February 2013 as Executive Vice President and Chief Operating Officer of Halcón Resources Corporation (Halcón). Mr. Anderson was employed by GeoResources, Inc. from April 2007 until its merger with Halcón in August 2012, ultimately serving as a director and Executive Vice President, Chief Operating Officer - Northern Region. He was involved in the formation of Southern Bay Energy in September 2004 as Vice President, Acquisitions until its merger with GeoResources in April 2007. From March 2004 to August 2004, Mr. Anderson was employed by AROC, a predecessor company to Southern Bay Energy, as Vice President, Acquisitions and Divestitures. Prior to March 2004, he was employed in technical and supervisory roles with Anadarko Petroleum Corporation, major oil companies including ARCO International/Vastar Resources, and independent oil companies, including Hugoton Energy, Hunt Oil and Pacific Enterprises Oil Company. His professional experience of over 30 years includes acquisition evaluation, reservoir and production engineering, field development, project economics, budgeting and planning, and capital markets. He is currently a Board Member of the Houston Producers Forum and an At-Large Director of the Independent Petroleum Association of America. Mr. Anderson holds a Master in Business Administration degree from the University of Denver and a Bachelor of Science degree in Petroleum Engineering from the University of Wyoming. We believe Mr. Anderson is qualified to serve on our Board due to his leadership experience, intimate knowledge of the oil and gas industry, technical expertise, familiarity with our operations and expertise in acquisitions in our industry. |

  11. DIRECTOR NOMINEES

    | MAIRE A. BALDWIN | | | AGE: 59 DIRECTOR SINCE: October 2016 Independent COMMITTEES: ● Compensation Committee (Chair) ● Audit Committee | Prior to joining the Board, Ms. Baldwin was employed as an Advisor to EOG Resources, Inc., an independent U.S. oil and gas company from March 2015 until April 2016. Prior to that, she served as Vice President, Investor Relations at EOG from 1996 to 2014. Ms. Baldwin has served as a director of the Houston Parks Board since 2011, a non-profit dedicated to developing parks and green space in the greater Houston area where she serves on several committees. She also has served on the board and several board committees of The Rothko Chapel since 2021. Ms. Baldwin is a co-founder of Pursuit, a non-profit dedicated to raising funds and awareness of adults with intellectual and developmental disabilities. Ms. Baldwin holds a Master of Business Administration degree and a Bachelor of Arts degree in Economics from the University of Texas at Austin. We believe Ms. Baldwin is qualified to serve on our Board due to her experience in the energy industry. From her executive experience with EOG, Ms. Baldwin has a deep understanding of the oil and gas industry generally and investor relations issues specifically, which we believe gives her an important insight into best practices relating to shareholder engagement and an understanding of the investment community’s expectations for public companies in our industry. |

  12. DIRECTOR NOMINEES

    | PERMIAN RESOURCES | 2025 PROXY STATEMENT | 13 |

  13. DIRECTOR NOMINEES

    | FROST W. COCHRAN | | | AGE: 60 DIRECTOR SINCE: November 2023 Independent COMMITTEES: ● Audit Committee ● Environmental, Social and Governance Committee | Mr. Cochran served on the Board of Directors of Earthstone between April 2022 and November 2023. Since 2006, he has been a Managing Director and founding partner of Post Oak Energy Capital, LP (Post Oak), a Houston based investor in oil & gas operating and minerals holding companies, and related midstream infrastructure and services companies. Prior to founding Post Oak in 2006, Mr. Cochran served from 2004 to 2006 as the President of the holding company of Belden & Blake, which held operating interests in oil and gas properties and related infrastructure in the Appalachian Basin. In 2002, he co-founded and served as President of Signal Hill Power, a merchant power owner operator in the Texas ERCOT market. Mr. Cochran served as a Managing Director of Torch Energy from 1998 until March 2002, Managing Director and Partner at Energy Asset Management LLC from 1996 through 1998, Vice President of Enron Development Corporation from 1993 until 1996, as Project Finance Manager at Destec Energy Inc., a subsidiary of The Dow Chemical Company, from 1991 until 1993 and with Kemper Securities Group from 1989 until 1991. Mr. Cochran serves on the boards of several Post Oak portfolio companies in the upstream, midstream and services sectors of the energy industry and is a member of Post Oak’s investment committee. Mr. Cochran is a member of the Independent Petroleum Association of America and the Texas Independent Producers and Royalty Owners. Mr. Cochran holds a Master in Business Administration degree from the University of Texas at Austin and a Bachelor in Business Administration degree from the University of Mississippi. We believe Mr. Cochran is qualified to serve on our Board due to his extensive experience in investing in the oil and gas industry, including serving on the boards of private oil and gas exploration and production companies. Also, based on his experience and as a Managing Director of Post Oak, Mr. Cochran is able to provide the Board with insights regarding financial matters and strategic planning. |

  14. DIRECTOR NOMINEES

    | KARAN E. EVES | | | AGE: 43 DIRECTOR SINCE: September 2022 Independent COMMITTEES: ● Audit Committee ● Nominating and Corporate Governance Committee | Ms. Eves is the Chief Operating Officer of Boaz Energy II, LLC, which she co-founded in 2013. In 2011, she founded Boaz Energy, LLC and served as the company’s Chief Executive Officer. In 2010, Ms. Eves founded Markar Energy Company, an independent engineering consulting firm, and served as its Chief Executive Officer until 2011. Ms. Eves began her career at Merit Energy Company in 2004 and held various roles over her six years with the company, including serving as the Interim Division Manager for Merit’s East Rockies Division. She has served in numerous volunteer roles in her community including Trinity School TCA President, Sustainer of the Junior League of Midland and Sunday School Teacher, and she serves on the board of several nonprofit organizations in Midland. Ms. Eves holds a Bachelor of Science in Petroleum Engineering degree from Texas Tech University. We believe Ms. Eves is qualified to serve on our Board due to her executive experience, including operating an upstream oil and gas operator in the Permian Basin. |

  15. DIRECTOR NOMINEES

    | 14 | PERMIAN RESOURCES | 2025 PROXY STATEMENT |

  16. DIRECTOR NOMINEES

    | STEVEN D. GRAY | | | AGE: 65 DIRECTOR SINCE: September 2022 Independent Board Chair COMMITTEES: ● Compensation Committee ● Nominating and Corporate Governance Committee (Chair) | Mr. Gray served as the co-founder, director and Chief Executive Officer of RSP Permian Inc. from its inception in 2010 until its merger with Concho Resources in 2018. After the merger with Concho, he joined Concho’s Board of Directors and served until Concho was acquired by ConocoPhillips in 2021. Prior to forming RSP Permian, Mr. Gray founded several successful oil and gas ventures spanning nearly 20 years in partnerships with Natural Gas Partners, an Irving, Texas based private equity company. Before that, Mr. Gray spent 11 years employed in the oil and gas industry in various capacities as a petroleum engineer. Mr. Gray currently serves as chairman of the Board of Directors of Infinity Natural Resources, Inc. and on the Texas Tech Foundation Advisory Board. Until October 2024, he served on the Board of Directors of Range Resources Corporation. He is a member of the Petroleum Engineering Academy, serves on the Dean’s Advisory Council for the College of Engineering at Texas Tech University and is a member of the Executive Advisory Council of the George W. Bush Presidential Center in Dallas, Texas. Mr. Gray holds a Bachelor of Science in Petroleum Engineering degree from Texas Tech University. We believe Mr. Gray’s prior executive roles for numerous upstream oil and gas companies, including as CEO, as well as experience serving on the boards of multiple public oil and gas companies, qualify him to serve as a member of the Board. |

  17. DIRECTOR NOMINEES

    | ARON MARQUEZ | | | AGE: 42 DIRECTOR SINCE: September 2022 Independent COMMITTEES: ● Compensation Committee ● Environmental, Social and Governance Committee | Mr. Marquez is the Executive Chairman of Wildcat Oil Tools, LLC, an international oil field services and technology company. Mr. Marquez founded Wildcat Oil Tools in 2012 and served as its Chief Executive Officer until becoming the company’s Executive Chairman in January 2023. In 2009, Mr. Marquez founded St. Andrews Royalties LLC, an oil and gas royalty company, for which he serves as President. Prior to founding these companies, Mr. Marquez held various roles from 2004 to 2009 at Nabors Industries, including District Manager overseeing the company’s well servicing operations in West Texas and New Mexico. In 2019, Mr. Marquez founded Flecha Azul Tequila LLC, a premium tequila company, and continues to be active in the company’s management following its expansion through a joint venture with industry professionals in 2021. Mr. Marquez also serves as Chief Executive Officer of Black Quail Apparel LLC, a company that manufactures and sells premium golfing and leisure apparel, and co-founder of Ombré Men, an innovative men’s skincare company. He serves on the Board of Directors for the First Tee of West Texas and previously served on the Midland Community Hospital Advisors Board, the Midland YMCA Board and the United Way of Odessa Board. Mr. Marquez holds a Bachelor of Arts in Organizational Leadership degree from the University of Oklahoma. We believe Mr. Marquez is qualified to serve on our Board due to his entrepreneurial history and leadership experience in the oilfield services industry, including in the Permian Basin. |

  18. DIRECTOR NOMINEES

    | WILLIAM J. QUINN | | | AGE: 54 DIRECTOR SINCE: September 2022 | Mr. Quinn is a Founder and Managing Partner of Pearl Energy Investments (Pearl). Prior to founding Pearl in 2015, Mr. Quinn served as Managing Partner of Natural Gas Partners (NGP). In his capacity as Managing Partner, he co-managed NGP’s investment portfolio and played an active role in the full range of NGP’s investment process. Mr. Quinn serves on the boards of directors of a number of Pearl companies and their affiliates. Since January 2025, Mr. Quinn serves on the Board of Directors of Infinity Natural Resources, Inc. From September 2021 until May 2022, he served as a director and Chairman of the Board for Spring Valley Acquisition Corporation, which is now called NuScale Power Corporation following the company’s business combination in May 2022. Mr. Quinn holds a Master of Business Administration degree from the Stanford University Graduate School of Business and a Bachelor of Science in Economics degree, with honors, from the Wharton School of the University of Pennsylvania with a concentration in finance. We believe that Mr. Quinn’s deep industry and investing experience and intimate knowledge of Pearl and PR’s assets make him well suited to serve as a member of our Board. |

  19. DIRECTOR NOMINEES

    | PERMIAN RESOURCES | 2025 PROXY STATEMENT | 15 |

  20. DIRECTOR NOMINEES

    | JEFFREY H. TEPPER | | | AGE: 59 DIRECTOR SINCE: February 2016 Independent COMMITTEES: ● Audit Committee (Chair) ● Nominating and Corporate Governance Committee | Mr. Tepper is Founder of JHT Advisors LLC, an M&A advisory and investment firm. From 1990 to 2013, Mr. Tepper served in a variety of senior management and operating roles at the investment bank Gleacher & Company, Inc. and its predecessors and affiliates, where he was Head of Investment Banking and a member of the Firm’s Management Committee. As Gleacher’s former Chief Operating Officer, he also oversaw operations, compliance, technology and financial reporting. In 2001, Mr. Tepper co-founded Gleacher’s asset management activities and served as President. Gleacher managed over $1 billion of institutional capital in the mezzanine capital and hedge fund areas. Mr. Tepper served on the Investment Committees of Gleacher Mezzanine and Gleacher Fund Advisors. Between 1987 and 1990, Mr. Tepper was employed by Morgan Stanley & Co. as a financial analyst in the mergers & acquisitions and merchant banking departments. In addition, Mr. Tepper serves, or has served, as a director of the following public companies: ● Agriculture & Natural Solutions Acquisition Corporation (since 2023) ● Solid Power, Inc. (f/k/a Decarbonization Plus Acquisition Corporation III) (2021) ● Hyzon Motors, Inc. (f/k/a Decarbonization Plus Acquisition Corp) (2020 – July 2021) Mr. Tepper holds a Master of Business Administration degree from Columbia Business School and a Bachelor of Science in Economics degree from The Wharton School of the University of Pennsylvania with concentrations in finance and accounting. We believe Mr. Tepper is qualified to serve on our Board due to his significant investment and financial experience, particularly as it relates to mergers and acquisitions, corporate finance, leveraged finance and asset management. |

  21. DIRECTOR NOMINEES

    | ROBERT M. TICHIO | | | AGE: 47 DIRECTOR SINCE: October 2016 Independent COMMITTEES: ● Compensation Committee ● Environmental, Social and Governance Committee (Chair) | Mr. Tichio serves as the Chief Executive Officer and Managing Partner of Fortescue Capital, a green energy investment accelerator platform, which he helped launch in November 2023. Mr. Tichio served as a Partner of Riverstone from 2006 through 2023. Prior to joining Riverstone, Mr. Tichio was in the Principal Investment Area of Goldman Sachs, which manages the firm’s private corporate equity investments. Mr. Tichio began his career at J.P. Morgan in the Mergers & Acquisitions group where he concentrated on assignments that included public company combinations, asset sales, takeover defenses and leveraged buyouts. Mr. Tichio serves on the boards of a number of Riverstone portfolio companies and their affiliates. Mr. Tichio serves, or has served, as a director of the following public companies: ● Agriculture & Natural Solutions Acquisition Corporation (since 2023) ● Tritium DCFC Limited (Chairman) (since 2022) ● Pipestone Energy Corp. (2019 - October 2023) ● Talos Energy Inc. (2012 - February 2023) ● Solid Power, Inc. (f/k/a Decarbonization Plus Acquisition Corporation III) (2021 - May 2022) ● Hyzon Motors, Inc. (f/k/a Decarbonization Plus Acquisition Corp) (2020 – July 2021) Mr. Tichio holds a Master of Business Administration degree from Harvard University and a Bachelor of Arts degree from Dartmouth College. We believe Mr. Tichio is qualified to serve on our Board due to his capital markets and mergers and acquisitions experience. Mr. Tichio also serves as a director on the boards of other traditional energy and renewable energy companies, which we believe further enhances his understanding of the industry and perspective on best practices relating to ESG matters, corporate governance, management and capital markets transactions. |

  22. DIRECTOR NOMINEES

    | 16 | PERMIAN RESOURCES | 2025 PROXY STATEMENT |

  23. DIRECTOR NOMINEES

    | WILLIAM M. HICKEY III | | | AGE: 38 DIRECTOR SINCE: September 2022 | Mr. Hickey has served as our Co-Chief Executive Officer and a director since the PR Merger closed on September 1, 2022. Prior to that, he co-founded Colgate Energy Partners with Mr. Walter in 2015 and served as Colgate’s Co-Chief Executive Officer and as a member of Colgate’s Board of Managers from 2015 until the PR Merger closed in 2022. Prior to co-founding Colgate, Mr. Hickey worked for the energy private equity firm EnCap Investments where he evaluated and monitored investments across the oil and gas space with a focus on the Permian Basin. Prior to joining EnCap Investments, Mr. Hickey worked for Pioneer Natural Resources, where he rotated through numerous engineering positions and worked directly for the Chief Operating Officer. Mr. Hickey holds a Master of Business Administration degree from Southern Methodist University and a Bachelor of Science in Petroleum Engineering degree from the University of Texas at Austin. We believe Mr. Hickey’s role as our Co-Chief Executive Officer, as well as his substantial experience with and understanding of the energy industry gathered from his experience as an investment professional and from co-founding and co-leading Colgate qualify him to serve as a member of the Board. |

  24. DIRECTOR NOMINEES

    | JAMES H. WALTER | | | AGE: 37 DIRECTOR SINCE: September 2022 | Mr. Walter has served as our Co-Chief Executive Officer and a director since the PR Merger closed on September 1, 2022. Previously, he co-founded Colgate Energy Partners with Mr. Hickey in 2015 and served as Colgate’s Co-Chief Executive Officer and as a member of Colgate’s Board of Managers from 2015 until the PR Merger closed in 2022. Prior to co-founding Colgate, Mr. Walter worked for Denham Capital, an energy private equity firm, where he evaluated and monitored investments across the oil and gas space with a focus on the Permian Basin. Prior to joining Denham Capital, Mr. Walter worked for Boston Consulting Group primarily focusing on evaluating upstream assets for exploration and production companies. Mr. Walter holds a Bachelor of Arts degree in the Plan II Honors Program and a Bachelor of Business Administration degree in Finance from the University of Texas Austin. We believe Mr. Walter’s role as our Co-Chief Executive Officer, as well as his substantial experience with and understanding of the energy industry gathered from his experience as an investment professional and from co-founding and co-leading Colgate qualify him to serve as a member of the Board. |

  25. The Audit Committee

    | DETERMINATION OF COMPENSATION | 38 | | Role of the Compensation Committee | 38 | | Role of Compensation Consultant in Determining Executive Compensation | 39 | | Use of Competitive Market Data | 39 | | Compensation Peer Group | 39 | | Performance Peer Group | 39 | | Role of Executive Officers in Determining Executive Compensation | 40 | | OTHER COMPENSATION PRACTICES AND POLICIES | 41 | | Employment, Severance or Change in Control Agreements | 41 | | Company Guidelines Regarding Stock Ownership | 41 | | Company Anti-Hedging Policy | 42 | | Clawback Policy | 42 | | Tax Implications of NEO Compensation | 42 | | 2025 COMPENSATION DECISIONS | 43 |

  26. EXECUTIVE SUMMARY

    EXECUTIVE SUMMARY PR had another outstanding year in 2024 during which it delivered shareholders peer leading returns, achieved its corporate goals and met or exceeded all of its public guidance for the year. The Company delivered significant value to its shareholders through a revamped shareholder returns program and successfully completed and integrated numerous acquisitions of oil and natural gas properties in the Permian Basin. In this Compensation Discussion and Analysis (CD&A) section, we will describe our approach and rationale to executive compensation, which we first put in place in 2022 in connection with closing the PR Merger, and we will present the compensation outcomes for our Named Executive Officers (NEOs) as part of the 2024 compensation program. The most noteworthy feature to our program is that our Co-CEOs do not receive any form of cash compensation and instead receive 100% of their compensation in the form of long-term incentive awards structured as performance stock units. Our executive and director compensation programs also reflect an emphasis on performance stock units for our other NEOs and provide directors with the option to receive 100% of their annual compensation in the form of PR stock rather than through a mix of stock and cash. This year, all of our directors elected to receive 100% of their annual compensation in the form of stock. We believe our compensation programs strongly align compensation with shareholder returns and take a fresh approach to compensation that differentiates us from our peers. References in this CD&A section to our company, our executive officers and our Compensation Committee refer, prior to the PR Merger, to Centennial and its executive officers and Compensation Committee. In contrast, when those terms are used in relation to the period on or after the closing date of the PR Merger, they refer to PR and its executive officers and Compensation Committee.

  27. Our Approach to Co-CEO Compensation

    Our Approach to Co-CEO Compensation The Compensation Committee, with the support of the Co-CEOs, adopted an executive compensation program that ties 100% of our Co-CEOs’ compensation to the performance of the Company. They do not receive a base salary, annual bonus or any other form of cash compensation. Instead, 100% of their compensation continues to be provided through long-term incentive awards in the form of performance stock units (PSUs). The PSUs represent restricted stock unit awards subject to performance-based vesting, and the ultimate number of shares earned by the Co-CEOs depends on the total shareholder return (TSR) of PR on both an absolute basis and a relative basis to PR’s Performance Peer Group (as defined below). Our Co-CEOs’ inaugural PSU grants were awarded to them in September 2022, on the closing date of the PR Merger. These long-term PSUs were divided into three equal tranches, with the performance periods for each tranche lasting approximately three, four and five years from the closing date of the PR Merger. The Compensation Committee, with the support of the Co-CEOs, chose this structure to allow for full alignment between the Co-CEOs’ compensation and the TSR experienced by our shareholders as a means to incentivize long-term value creation by our Co-CEOs.

  28. 2024 Total Shareholder Returns

    2024 Total Shareholder Returns We are proud of our 2024 TSR, which was strong relative to the peer average and XOP ETF. While our industry and the companies in our Performance Peer Group all saw volatility in commodity prices and commodity price differentials as a result of various factors, including fluctuations in global supply and demand and inventory levels, geopolitical events, federal and state government regulations and global weather conditions, with our low-cost structure serving as the foundation, PR delivered peer leading growth during 2024. This helped generate a superior total return for our shareholders. For a list of the companies in our Performance Peer Group, see the “Use of Competitive Market Data” section below.

  29. Compensation Best Practices

    | WHAT WE DO | | WHAT WE DON’T DO | | | | Pay for Performance. Align our executives’ compensation with our financial, operational and stock price performance by having 100% of our Co-CEOs’ (and a majority of our other NEOs) total compensation consist of variable or performance-based compensation. | | Hedging or Pledging of Company Securities. We do not allow hedging or pledging of Company securities by directors, NEOs or other officers or employees. | | | Ownership Guidelines. Maintain robust Stock Ownership Guidelines that apply to all of our officers and independent directors. | | Tax Gross-Ups. We do not provide tax gross-ups for severance or change in control payments to our NEOs or other officers or employees. | | | Review Market Data. At least annually, conduct a review of market data of peer group companies to ensure competitive compensation relative to the market. | | Excessive Perquisites. We do not provide significant perquisites to any of our NEOs or other officers or employees. | | | Compensation Consultant. Use an independent compensation consultant retained by, and reporting directly to, the Compensation Committee. | | Employment Agreements. We do not have employment agreements with our NEOs or other officers or employees. | | | Clawback Policy. Maintain a clawback policy that applies to our NEOs. | | Guarantee Bonuses. We do not guarantee bonuses to any of our NEOs or other officers or employees. | | | Double-Trigger Change in Control Benefits. Maintain a Severance Plan where change in control benefits are only provided upon a qualifying termination of employment following a change in control transaction. | | Repricing of Options. We do not permit repricing of underwater stock options without shareholder approval. | | | ESG. Include ESG performance goals in the AIP, including metrics tied specifically to our commitment to reduce flaring and spills and to ensure the safety of our workforce. | | | | | Risk Assessments. Conduct an annual risk assessment of compensation practices to facilitate risk management. | | | | | Relative and Absolute TSR. Determine payout of performance stock units based on both our TSR relative to peer group and our absolute annualized TSR. | | | | | AIP Maximum. Establish maximum AIP payout of 200% of each NEO’s target AIP compensation. | | | | | Evolving Program. Adapt compensation program based on shareholder feedback and evolving market standards. | | |

  30. Elements of 2024 Compensation Program

    | TYPE | ELEMENT | | PURPOSE | CO-CEO COMPENSATION | | Fixed | Base Salary | | ● Attract and retain qualified executives ● Provide a level of fixed pay based on the executive’s role, skills, experience and performance | | | | Annual Incentive Program (AIP) | | ● Incentivize achievement of the Company’s and executive’s short-term financial, operational and strategic goals ● Align executives’ interests with those of our shareholders | | | Variable | Long-Term Incentive Plan (LTIP) | Restricted Stock | ● Align realized values with shareholder returns ● Promote retention of executives ● Promote stock ownership by executives | | | | | Performance Stock Units (PSUs) | ● Reward absolute shareholder returns ● Reward shareholder returns relative to industry peers ● Promote retention of executives | |

  31. 2024 Compensation Mix

    2024 Compensation Mix A significant portion of our executive officer compensation is performance-based. The graphics below show the mix of compensation elements for our Co-CEOs (on the left) and our other NEOs (on the right). For each graphic, the compensation mix reflects the executive’s base salary and target compensation levels for the AIP and LTIP. In the case of our Co-CEOs, the LTIP element includes the “inaugural” equity awards granted to our Co-CEOs in September 2022 in connection with the closing of the PR Merger, which we view as integral to a comparison of the compensation received by our other NEOs as part of our 2024 compensation program. This is because, as discussed in further detail below, the inaugural PSU grants made to our Co-CEOs were designed to represent a three-year grant, and the Compensation Committee did not make additional grants to our Co-CEOs through the end of 2024. Each graphic also identifies the portion of the compensation that is variable or “at-risk,” which refers to compensation elements that are only earned based on achievement of performance goals or through continued employment through the award’s vesting period. The ultimate realized value of these variable compensation elements, if earned at all, fluctuates or depends on Company performance as determined by the Compensation Committee, as well as our stock price. As shown in the graphics, our executive compensation is heavily weighted towards variable or “at-risk” compensation elements, particularly for our Co-CEOs whose compensation is 100% performance-based.

  32. Annual Incentive Program (AIP)

    Annual Incentive Program (AIP) Our Annual Incentive Program (AIP) is designed to promote the achievement of annual financial, operational and strategic goals that are aligned with the creation of shareholder value. In connection with adopting the 2024 AIP in early 2024, the Compensation Committee set an AIP target for each NEO, expressed as a percentage of the NEO’s year-end base salary. The Compensation Committee had previously set Mr. Oliphint’s target at 90% of his base salary, a target that the Compensation Committee determined to be appropriate for Mr. Oliphint in his initial year as the Company’s Chief Financial Officer. As part of its evaluation in 2024, the Compensation Committee raised Mr. Oliphint’s target to 100% of his base salary, a target that the Compensation Committee determined was appropriate given Mr. Oliphint’s current role and responsibilities. The Compensation Committee evaluated the targets for the other NEOs and determined that they were competitive and appropriate assuming all the Company’s and NEO’s goals were attained at target levels. Accordingly, the targets for the continuing NEOs remained unchanged from 2023 levels. The following table presents the AIP targets as a percent of salary for each NEO at the end of 2023 and 2024. None of the NEOs have a minimum or guaranteed bonus under the AIP, and the maximum payout for each NEO is 200% of the NEO’s target AIP compensation.

  33. Annual Incentive Program (AIP)

    | EXECUTIVE | 2023 TARGET | 2024 TARGET | | William M. Hickey III | 0% | 0% | | James H. Walter | 0% | 0% | | Guy M. Oliphint | 90% | 100% | | John C. Bell | 80% | 80% | | Robert R. Shannon | 80% | 80% | | Brent P. Jensen | 85% | 85% |

  34. Annual Incentive Program (AIP)

    Also in connection with adopting the 2024 AIP in early 2024, the Compensation Committee made slight adjustments to the 2023 program weightings between different components of the AIP and it approved the operational and financial metrics used for the scorecard portion of the AIP, as well as the quantitative and qualitative goals used for the ESG and Strategic components of the AIP. As one of the updates, the Compensation Committee chose to increase the weighting of the all-in rate of return metric by 5% and adjust the allocation of the AIP to the Strategic Initiatives and Discretionary portion of the AIP down by 5% to 35%.

  35. Annual Incentive Program (AIP)

    | PERMIAN RESOURCES | 2025 PROXY STATEMENT | 33 |

  36. Annual Incentive Program (AIP)

    | COMPONENT | WEIGHTING | METRIC | GOAL | ASSESSMENT | RESULT | | RETURNS | | All-in Rate of Return (Using 2/14/2024 Strip Pricing and Basis Differentials) | 55% | Exceeded the all-in rate of return goal | Exceeded | | FREE CASH FLOW(1) | | Free Cash Flow/Share | $1.50 | Generated $1.64 Free Cash Flow / Share | Exceeded | | COST STRUCTURE | | Sum of LOE & Cash G&A/Boe | $6.75 | Maintained low cost structure with $6.38 / Boe combined LOE and G&A | Exceeded | | ESG | | Flaring Target | 2.0% | 1.0%(2) | Outperformed | | | | Oil Spills Target | 0.0038% | 0.002% | | | | | Water Spills Target | 0.0045% | 0.002% | | | | | TRIR Target | 0.65 | 0.57 | | | STRATEGIC/ DISCRETIONARY | | Various — see below for goals and assessments | | | Exceeded, see commentary below |

  37. Annual Incentive Program (AIP)

    | (1) Non-GAAP financial measure. See Appendix A for a reconciliation of adjusted Free Cash Flow to our most directly comparable financial measure calculated in accordance with GAAP. | | (2) Utilizing AXPC definition to calculate flaring percentage. |

  38. Annual Incentive Program (AIP)

    | 34 | PERMIAN RESOURCES | 2025 PROXY STATEMENT |

  39. Annual Incentive Program (AIP)

    When assessing the Company’s performance on the Strategic component of the AIP, the Compensation Committee recognized that the Company’s performance significantly exceeded the majority of its strategic objectives for 2024, which are outlined below.

  40. Annual Incentive Program (AIP)

    | COMPONENT | GOALS | ASSESSMENT | | Strategic | ● Achieve year-over-year growth in Net Asset Value (NAV) and NAV/Share | ● Strong year-over-year growth in NAV/share accretion of >10%, driven by efficient operations and strategic transactions | | | ● Achieve average Drilling and Completion capital (D&C) for 2024 Wells of $860/ft(1) | ● Achieved average D&C of $815/ft for wells drilled and completed in 2024 | | | ● Achieve $175 million in synergies from the acquisition of Earthstone | ● Achieved annual synergies of $250 million, a ~40% increase versus the original synergy target | | | ● Efficiently deploy Free Cash Flow within business, transactions and return of capital programs | ● Deployed $2 billion of capital into high rate of return development projects ● Reduced sponsor ownership to approximately 15% and repurchased 3.8 million shares for ~$60 million ● Adjusted return of capital program to increase base dividend to $0.15/share and eliminate variable return component, prioritizing flexibility while maintaining peer leading base dividend yield of 4.0% | | | ● Mitigate regulatory risk through engagement with government and regulatory agencies and through ESG and operational initiatives | ● Continued active engagement with regulatory authorities to demonstrate improved operational and environmental performance particularly pro forma for acquisitions | | | ● Engage in transactions that optimize PR’s capital structure | ● Grassroots efforts of PR land team led to over 500 ground game transactions throughout 2024 ● Quickly consummated strategic bolt-on acquisition and partially funded purchase price with equity ● Completed bolt-on acquisition of assets in Reeves County, Texas and Eddy County, New Mexico on creative terms and successfully divested midstream assets for proceeds well above expectations ● Executed on multiple liability management transactions throughout the year to optimize and simplify capital stack | | | ● Achieve expected oil production performance for wells turned on production by PR in 2024 | ● Achieved oil production performance within range for 2024 | | | ● Enter into strategic long-term commercial arrangements that enable efficient operations but preserve flexibility | ● Made some progress during 2024 and anticipate further progress during 2025 | | | ● Achieve other strategic initiatives that arise based on macroeconomic conditions and are identified and discussed between management and the Board | ● Company-wide focus on flaring led to improved operational performance and standing in New Mexico ● Successful integration of Earthstone alongside organic growth while retaining talent focus and PR culture |

  41. Annual Incentive Program (AIP)

    | (1) D&C is calculated based on the sum of the drilling capital per drilled lateral feet and completions capital per completed lateral feet. |

  42. Annual Incentive Program (AIP)

    The Compensation Committee overall concluded that the Company had very strong performance during 2024 and that such performance was especially impressive when considering the extraordinary effort involved in integrating Earthstone’s legacy assets and operations during 2024. The Committee also strongly considered the impressive operational improvements made by the Company during 2024 and increased focus on capital efficiencies.

  43. Annual Incentive Program (AIP)

    | PERMIAN RESOURCES | 2025 PROXY STATEMENT | 35 |

  44. Annual Incentive Program (AIP)

    In early 2025, the Compensation Committee evaluated the Company’s and each NEO’s performance during 2024 and approved the following cash amounts for the 2024 AIP.

  45. Annual Incentive Program (AIP)

    | EXECUTIVE | AIP CASH AWARD | | William M. Hickey III(1) | $N/A | | James H. Walter(1) | $N/A | | Guy M. Oliphint | $760,000 | | John C. Bell | $512,000 | | Robert R. Shannon | $486,400 |

  46. Annual Incentive Program (AIP)

    | (1) Messrs. Hickey and Walter do not participate in the Annual Incentive Program. |

  47. Annual Incentive Program (AIP)

    Mr. Jensen was not employed when the AIP cash awards were paid in March 2025, but he received a pro rata target bonus for 2024 upon his departure.

  48. Long-Term Incentive Plan (LTIP)

    Long-Term Incentive Plan (LTIP) Our Long-Term Incentive Plan (LTIP) is designed to encourage long-term shareholder value creation through the program’s alignment with our TSR, both on an absolute basis and relative to industry peers. As shown above in the 2024 Compensation Mix, the LTIP is the most significant component in value of our executive compensation program. Consistent with the Company’s prior practice, the 2024 executive compensation awards granted to our non-CEO executive officers consisted of a combination of PSU awards and time-based restricted stock awards. As noted above, the Compensation Committee did not make additional grants to our Co-CEOs during 2024. The inaugural grants, whereby the Compensation Committee awarded $15 million PSUs to each Co-CEO, were designed to represent the value of a 100% performance based, $5 million target grant per year over a three-year period. The Compensation Committee, with the support of the Co-CEOs, chose this structure to allow for full alignment between the Co-CEOs’ compensation and the TSR experienced by our shareholders. In determining the target LTIP award amount for the Co-CEOs, the Compensation Committee considered the Compensation Peer Group data provided by Meridian on CEO compensation at the time it granted the awards, each Co-CEO’s role and ability to individually and jointly drive shareholder returns, the additional equity cost of having two CEOs and the cash savings of the Co-CEOs not receiving salaries or annual bonuses. Please note that the value of these three-year equity awards included in the 2022 Summary Compensation Table significantly increased the “Total Compensation” value for our Co-CEOs above the $5 million target annual LTIP compensation. However, since no additional equity awards were provided to the Co-CEOs in 2024, shareholders will note that the Co-CEOs “Stock Awards” total in each of 2023 and 2024 was reduced to $0. In 2024, the Compensation Committee amended the inaugural PSU agreements to deem the service requirement portion of the inaugural PSUs met on each of the three tranches as of September 1, 2025, which is consistent with the three-year service requirement for other performance-based restricted stock awards granted by the Company. Following September 1, 2025, each tranche of the inaugural PSUs will continue to be subject to the original performance-based conditions, including no changes to the performance period, and will continue to vest, if at all, based on the satisfaction of the original performance conditions at year-end 2025, 2026 and 2027. In determining the target grant values for the other then-serving NEOs, the Compensation Committee considered the Compensation Peer Group data provided by Meridian in early 2024, the other compensation received by each NEO, including historical data where applicable, and each NEO’s role and ability to influence and create long-term shareholder value. The following table outlines the LTIP awards granted to the NEOs in February 2024, including target grant date values that are calculated based on the five-day average closing stock price ending on the day prior to the grant date.

  49. Long-Term Incentive Plan (LTIP)

    | 36 | PERMIAN RESOURCES | 2025 PROXY STATEMENT |

  50. Long-Term Incentive Plan (LTIP)

    | EXECUTIVE | TARGET NUMBER OF PSUS GRANTED (#) | SHARES OF RESTRICTED STOCK GRANTED (#) | TOTAL GRANT DATE TARGET VALUE ($) | | William M. Hickey III | – | – | – | | James H. Walter | – | – | – | | Guy M. Oliphint | 118,393 | 50,740 | 2,400,000 | | John C. Bell | 66,596 | 28,541 | 1,350,000 | | Robert R. Shannon | 64,130 | 27,484 | 1,300,000 | | Brent P. Jensen(1) | – | 88,090 | 1,300,000 |

  51. Long-Term Incentive Plan (LTIP)

    | (1) Mr. Jensen’s award consisted entirely of restricted stock given the expectation, at the time, that he would likely transition out of the organization prior to the end of 2024. |

  52. Performance Stock Units (PSUs)

    Performance Stock Units (PSUs) The PSUs granted to the applicable NEOs in 2024 each have a performance period of approximately three years. The graphic appearing below highlights the performance periods for each of the PSUs granted to such NEOs. The number of PSUs that vest and become earned is determined based on the level of achievement with respect to both Relative TSR and Absolute TSR performance metrics. The following sections describe the performance multipliers that would apply to the PSU awards at each level of achievement.

  53. Relative TSR

    Relative TSR The PSUs vest and become earned at the end of their respective performance period based on our TSR ranking relative to our Performance Peer Group (Relative TSR), with linear interpolation used to determine the vesting level between percentiles listed in the Relative TSR table below. As in prior years, the Compensation Committee also included the SPDR S&P Oil & Gas Exploration & Production ETF (XOP) in the Performance Peer Group for the PSUs so that our Relative TSR is also measured against a broader basket of energy companies against whom we compete for capital. The full makeup of the Performance Peer Group for the PSUs is provided below in the “Use of Competitive Market Data” section.

  54. Absolute TSR

    Absolute TSR The number of PSUs that would otherwise vest is further adjusted by our absolute annualized TSR over the performance period (Absolute TSR), which reduces or increases the vesting level of the PSUs depending on the Absolute TSR level. The more rigorous Absolute TSR levels used for the LTIP Awards were chosen by the Compensation Committee as they furthered the heightened pay-for-performance philosophy of the PR compensation program, with more upside for more significant absolute returns and more downside for low or negative absolute returns.

  55. Absolute TSR

    | Target PSUs | | Relative Multiplier | | Absolute Multiplier | | Stock Price at Vesting | | Vesting Value of PSUs |

  56. Absolute TSR

    | LTIP AWARDS | | | | | Relative TSR(1) | | Absolute TSR(1) | | | Relative Ranking TSR % | Relative Multiplier | Absolute Annualized TSR % | Absolute Multiplier | | ≥ 85% | 200% | > 20% | 150% | | 50% | 100% | 15% | 125% | | 15% | 15% | 10% | 100% | | < 15% | 0% | 5% | 75% | | | | ≤ 0% | 50% |

  57. Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Non-Public Information

    Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Non-Public Information Although the LTIP provides for the grant of stock options, stock appreciation rights, or similar option-like instruments, the Company has not recently and has no current plans to grant new awards of stock options, stock appreciation rights, or similar option-like instruments. Accordingly, the Company has no specific policy or practice on the timing of awards of such options in relation to the disclosure of material non-public information by the Company. In the event the Company determines to grant new awards of such options, the Board and the Compensation Committee will evaluate the appropriate steps to take in relation to the foregoing.

  58. Role of the Compensation Committee

    | ● | achievement of Company and individual performance goals and expectations relating to the NEO’s position at the Company; | | ● | alignment of NEO compensation with short-term and long-term Company performance; | | ● | competitiveness with Compensation Peer Group companies, internal pay equity among individuals with similar expertise levels and experience and the unique skill sets of the individual; | | ● | market demand for individuals with the NEO’s specific expertise and experience; | | ● | advice, data and analysis provided by the Compensation Committee’s independent compensation consultant; | | ● | general industry compensation data; | | ● | the NEO’s background, experience and circumstances, including prior related work experience and training; and | | ● | the recommendations of our Co-CEOs for compensation decisions other than for themselves. |

  59. Role of Compensation Consultant in Determining Executive Compensation

    Role of Compensation Consultant in Determining Executive Compensation In determining 2024 executive compensation, the Compensation Committee received information and reports from Meridian Compensation Partners, LLC (Meridian), an independent compensation consultant initially retained by the Compensation Committee in 2020 after a fulsome review of several potential consultant candidates. Meridian provided data, analysis and advice to the Compensation Committee, including market information that the Compensation Committee used when determining whether our executive compensation is competitive, commensurate with each executive’s responsibilities and consistent with market trends in executive compensation practices for companies in our industry. Meridian does not provide services to PR, the Compensation Committee or management other than consulting services related to the duties and responsibilities of the Compensation Committee with respect to the compensation and benefits of our directors, officers and employees. The Compensation Committee has considered the adviser independence factors required under SEC rules as they relate to Meridian and does not believe Meridian’s work in 2024 raised a conflict of interest.

  60. Use of Competitive Market Data

    Use of Competitive Market Data A key objective of our executive compensation program is to ensure that the total compensation opportunities available to our executives are competitive with those of oil and gas exploration and production companies with whom we compete for executive talent, investment dollars and business opportunities. To assist us in evaluating our executive compensation program against this key objective, we maintain a peer group that we refer to as our “Compensation Peer Group.” We also use a similar group of peer companies, in addition to the SPDR S&P Oil & Gas Exploration and Production ETF (XOP) to determine our TSR relative to our peers for purpose of determining the payout level for the PSUs, and we refer to this separate peer group as our “Performance Peer Group.”

  61. Compensation Peer Group

    Compensation Peer Group The Compensation Committee, with input and advice from Meridian, typically reviews the Compensation Peer Group on an annual basis to ensure it remains appropriate year-over-year. The Compensation Peer Group is selected based on multiple factors, including assets, market capitalization, enterprise value, location, revenue, geographic footprint and complexity of operations. In late 2023, the Compensation Committee re-assessed and updated the Compensation Peer Group. The Compensation Committee determined that some changes to the Compensation Peer Group were needed given the Company’s growth and the growth of some peers relative to the existing Compensation Peer Group. Additionally, some substitutions needed to be made in light of acquisitions involving members of the prior Compensation Peer Group. The prior and updated Compensation Peer Groups are set forth in the table below.

  62. Performance Peer Group

    Performance Peer Group The Performance Peer Group is typically reviewed by the Compensation Committee, with input and advice from Meridian, prior to the Committee awarding PSUs as the Performance Peer Group is used for Relative TSR measures under our PSUs. In early 2024, in connection with awarding PSUs under the Company’s 2024 executive compensation program, the Compensation Committee re-assessed the Performance Peer Group and determined that substantial changes were needed given the Company’s substantial growth relative to the existing Performance Peer Group, particularly when considering the scale of the Company following the acquisition of Earthstone. The legacy and updated Performance Peer Groups are set forth in the table below.

  63. Performance Peer Group

    | PERMIAN RESOURCES | 2025 PROXY STATEMENT | 39 |

  64. Performance Peer Group

    | | COMPENSATION PEER GROUP | | PERFORMANCE PEER GROUP | | | PEER | 2023 | 2024 | INAUGURAL PSUS | 2024 LTIP AWARDS | | Antero Resources Corporation | | ● | | | | APA Corporation | ● | ● | | ● | | Callon Petroleum Company(1) | | | ● | | | Chord Energy Corporation | ● | ● | ● | ● | | Coterra Energy Inc. | ● | ● | | | | Civitas Resources, Inc. | ● | ● | ● | ● | | Devon Energy Corporation | | ● | | ● | | Diamondback Energy, Inc. | ● | | ● | ● | | Earthstone Energy, Inc.(2) | | | ● | | | EQT Corporation | ● | ● | | | | Expand Energy Corporation(3) | ● | ● | | | | HighPeak Energy, Inc. | | | ● | | | Magnolia Oil & Gas Corporation | | | ● | ● | | Marathon Oil Corporation(4) | ● | | | ● | | Matador Resources Company | ● | ● | ● | ● | | Murphy Oil Corporation | ● | ● | | | | Ovintiv Inc. | ● | ● | | ● | | PDC Energy, Inc.(5) | | | ● | | | Range Resources Corporation | ● | ● | | | | SM Energy Company | ● | | ● | ● | | Southwestern Energy Company(3) | ● | | | | | Vital Energy, Inc. | | | ● | | | SPDR S&P Oil & Gas Exploration & Production ETF (XOP) | | | ● | ● |

  65. Performance Peer Group

    | (1) Callon Petroleum Company was acquired by APA Corporation on April 1, 2024. | | (2) Earthstone Energy, Inc. was acquired by Permian Resources Corporation on November 1, 2023. | | (3) Chesapeake Energy Corporation merged with Southwestern Energy Company and rebranded itself as Expand Energy Corporation on October 1, 2024. | | (4) Marathon Oil Corporation was acquired by ConocoPhillips on November 22, 2024. | | (5) PDC Energy, Inc. was acquired by Chevron Corporation on August 7, 2023. |

  66. Employment, Severance or Change in Control Agreements

    Employment, Severance or Change in Control Agreements We have not entered into any employment agreements with our NEOs. However, we consider a strong workforce to be essential to our success. To that end, we recognize that the uncertainty which may exist among employees with respect to their “at-will” employment with us could result in the departure or distraction of personnel to our detriment. Accordingly, to encourage the continued attention and dedication of our employees, and to allow our management team to focus on the value to shareholders of strategic alternatives without concern for the impact on their continued employment, we maintain a Severance Plan under which all of our regular, full-time employees are eligible to receive certain severance payments and benefits upon a qualifying termination of employment. In November 2022, to remain competitive with similar programs at peer companies, and based on advice from Meridian, we updated the plan to provide for severance benefits for certain qualifying terminations unrelated to change in control transactions, including terminations arising from a NEO’s death or disability. For a more detailed description of the Severance Plan, see the “Severance Plan” section below.

  67. Compensation Arrangements with Mr. Jensen

    Compensation Arrangements with Mr. Jensen Mr. Jensen served as our Senior Vice President and Chief Accounting Officer until May 31, 2024 and remained an employee of the Company until his departure from the Company on June 7, 2024. This termination constituted a qualifying termination under the change-in-control Severance Plan that was in place at Centennial when the PR Merger closed (the Centennial Severance Plan) as the PR Merger was deemed to be a “Change in Control” for purposes of the Centennial Severance Plan and he resigned for “Good Reason” by choosing not to relocate from Denver to the Company’s headquarters in Midland, Texas. As a result, Mr. Jensen received change-in-control severance benefits under the Centennial Severance Plan. In recognition of his service between the closing date of the PR Merger and June 7, 2024, the Compensation Committee also approved a pro rata settlement of the equity awarded to him on the closing date of the PR Merger. Additional information on the cash and equity severance benefits provided to Mr. Jensen upon his termination is included in the Potential Payments Upon Termination or a Change in Control section appearing in the Executive Compensation section.

  68. 2024 SUMMARY COMPENSATION TABLE

    2024 SUMMARY COMPENSATION TABLE

  69. 2024 SUMMARY COMPENSATION TABLE

    | NAME AND PRINCIPAL POSITION | YEAR | SALARY ($) | BONUS ($) | STOCK AWARDS ($)(1)(2) | NON-EQUITY INCENTIVE PLAN COMPENSATION ($)(3) | ALL OTHER COMPENSATION ($)(4) | TOTAL ($) | | William M. Hickey III Co-Chief Executive Officer | 2024 | – | – | – | – | – | – | | | 2023 | – | – | – | – | – | – | | | 2022 | – | – | 25,512,520 | – | – | 25,512,520 | | James H. Walter Co-Chief Executive Officer | 2024 | – | – | – | – | – | – | | | 2023 | – | – | – | – | 4,297 | 4,297 | | | 2022 | – | – | 25,512,520 | | – | 25,512,520 | | Guy M. Oliphint Executive Vice President and Chief Financial Officer | 2024 | 475,000 | – | 3,670,016 | 760,000 | 19,250 | 4,924,266 | | | 2023 | 439,904 | – | 4,899,778 | 607,500 | 146,996 | 6,094,178 | | John C. Bell Executive Vice President, General Counsel and Secretary | 2024 | 400,000 | – | 2,064,379 | 512,000 | 22,375 | 2,998,754 | | | 2023 | 375,000 | – | – | 450,000 | 22,560 | 847,560 | | | 2022 | 125,000 | – | 2,292,044 | 109,397 | – | 2,526,441 | | Robert R. Shannon Executive Vice President and Chief Accounting Officer | 2024 | 380,000 | – | 1,987,934 | 486,400 | 23,097 | 2,877,431 | | Brent P. Jensen Former Senior Vice President and Chief Accounting Officer | 2024 | 231,869 | – | 1,272,020 | – | 2,656,970 | 3,928,990 | | | 2023 | 377,000 | – | – | 480,675 | 26,460 | 884,135 | | | 2022 | 378,642 | – | 4,262,010 | 512,693 | 81,023 | 5,234,368 |

  70. 2024 SUMMARY COMPENSATION TABLE

    | (1) Amount for 2024 reflects the aggregate grant date fair value of restricted stock and performance stock units (PSUs) granted to Messrs. Oliphint, Bell and Shannon, computed in accordance with FASB’s ASC Topic 718, Stock-based Compensation (ASC Topic 718), excluding the effect of estimated forfeitures. Fair value of the PSUs was determined using Monte Carlo simulations. The assumptions used by the Company in calculating this amount for 2024 are included in Note 7 to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 (Annual Report). Under these assumptions, the value associated with the PSUs granted to Messrs. Oliphint, Bell and Shannon in 2024 amounted to $2,937,330, $1,652,247 and $1,591,065, respectively and the value associated with the restricted stock granted to Messrs. Oliphint, Bell and Shannon in 2024 amounted to $732,686, $412,132 and $396,869, respectively. | | (2) If the maximum level of achievement of the performance conditions associated with PSUs granted to Messrs. Oliphint, Bell and Shannon in 2024 is achieved, the value associated with the PSUs based on the closing price per share of our common stock on the date they were granted ($14.44), would be $5,128,785, $2,884,939 and $2,778,112, respectively. Other than Messrs. Oliphint, Bell, Shannon and Jensen, the NEOs did not receive stock awards in 2024. For additional information regarding the stock-based awards granted to Messrs. Oliphint, Bell, Shannon and Jensen in 2024, refer to the 2024 Grants of Plan-Based Awards table below. | | (3) Amounts for 2024 represent the Annual Incentive Program (AIP) compensation awarded in recognition of 2024 performance, which was paid to the applicable NEOs in March 2025. As Mr. Jensen was not employed when the AIP cash awards were paid in March 2025, he was not eligible to receive awards under the AIP. | | (4) Amounts for 2024 reflect matching contributions to the 401(k) Plan made by the Company on the NEOs’ behalf and cash severance payments received by Mr. Jensen in connection with his departure from the Company in 2024. The amount of 401(k) contributions were $19,250 for Mr. Oliphint, $22,375 for Mr. Bell, $23,000 for Mr. Shannon and $19,027 for Mr. Jensen. The amounts for Mr. Jensen include an aggregate of $2,637,943 in cash severance payments, which was paid on June 7, 2024, upon his departure from the organization. Additional information on the cash and equity severance benefits provided to Mr. Jensen upon his termination is included in the Potential Payments Upon Termination or a Change in Control section appearing in the Executive Compensation section of this Proxy Statement. |

  71. 2024 SUMMARY COMPENSATION TABLE

    | PERMIAN RESOURCES | 2025 PROXY STATEMENT | 45 |

  72. 2024 SUMMARY COMPENSATION TABLE

    2024 GRANTS OF PLAN-BASED AWARDS The following table sets forth information regarding grants of plan-based awards made to our NEOs during the year ended December 31, 2024.

  73. 2024 GRANTS OF PLAN-BASED AWARDS

    2024 GRANTS OF PLAN-BASED AWARDS

  74. 2024 GRANTS OF PLAN-BASED AWARDS

    | | | ESTIMATED FUTURE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS(1) | | | ESTIMATED FUTURE PAYOUTS UNDER EQUITY INCENTIVE PLAN AWARDS(2) | | | ALL OTHER STOCK AWARDS: NUMBER OF SHARES OF STOCK OR UNITS (#)(3) | GRANT DATE FAIR VALUE OF STOCK AND OPTION AWARDS ($)(4) | | NAME | GRANT DATE | THRESHOLD ($) | TARGET ($) | MAXIMUM ($) | THRESHOLD (#) | TARGET (#) | MAXIMUM (#) | | | | William M. Hickey III | | – | – | – | | | | | | | James H. Walter | | – | – | – | | | | | | | Guy M. Oliphint | | – | 475,000 | 950,000 | | | | | | | | 2/20/24 | | | | | | | 50,740 | 732,686 | | | 2/20/24 | | | | 8,879 | 118,393 | 355,179 | | 2,937,330 | | John C. Bell | | – | 320,000 | 640,000 | | | | | | | | 2/20/24 | | | | | | | 28,541 | 412,132 | | | 2/20/24 | | | | 4,995 | 66,596 | 199,788 | | 1,652,247 | | Robert R. Shannon | | – | 304,000 | 608,000 | | | | | | | | 2/20/24 | | | | | | | 27,484 | 396,869 | | | 2/20/24 | | | | 4,810 | 64,130 | 192,390 | | 1,591,065 | | Brent P. Jensen | | – | 341,700 | 683,400 | | | | | | | | 2/20/24 | | | | | | | 88,090 | 1,272,020 |

  75. 2024 GRANTS OF PLAN-BASED AWARDS

    | (1) Amounts reflect target and maximum cash awards payable under our Annual Incentive Program. Messrs. Hickey and Walter do not participate in the Annual Incentive Program. Although AIP grants are reflected for Mr. Jensen, he forfeited these amounts upon his departure from the Company in 2024. | | (2) Amounts reflect number of shares that would be delivered to Messrs. Oliphint, Bell and Shannon, if the PSUs were earned at the threshold, target and maximum levels of performance. If and to the extent earned, the PSUs will vest at the end of the applicable performance period, subject to Messrs. Oliphint’s, Bell’s and Shannon’s continuous employment through the last day of the applicable period, respectively. | | (3) These restricted stock awards will vest in three substantially equal annual installments following the date of grant, subject to Messrs. Oliphint’s, Bell’s and Shannon’s continued service with us through the applicable vesting date, respectively. Although restricted stock grants are reflected for Mr. Jensen, pursuant to the terms of the Centennial Severance Plan and his separation agreement 61,663 of these shares vested and he forfeited 26,427 shares upon his departure from the Company in 2024. | | (4) All awards were made pursuant to the LTIP. Amounts in this column reflect the aggregate grant date fair value of awards granted during 2024 computed in accordance with ASC Topic 718, excluding the effect of estimated forfeitures. The assumptions used by the Company in calculating these amounts are included in Note 7 to the Annual Report. |

  76. 2024 GRANTS OF PLAN-BASED AWARDS

    | 46 | PERMIAN RESOURCES | 2025 PROXY STATEMENT |

  77. 2024 GRANTS OF PLAN-BASED AWARDS

    OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END The following table reflects information regarding outstanding equity-based awards held by our NEOs as of December 31, 2024.

  78. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

  79. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

    | | | STOCK AWARDS | | | | | NAME | GRANT DATE | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#)(1) | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($) | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED (#)(2) | EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED ($) | | William M. Hickey III | 9/1/22 | | | 1,787,841(3) | 25,709,154 | | | 9/1/22 | | | 1,787,844(4) | 25,709,197 | | | 9/1/22 | | | 1,787,844(5) | 25,709,197 | | James H. Walter | 9/1/22 | | | 1,787,841(3) | 25,709,154 | | | 9/1/22 | | | 1,787,844(4) | 25,709,197 | | | 9/1/22 | | | 1,787,844(5) | 25,709,197 | | Guy M. Oliphint | 1/3/23 | 67,742 | 974,130 | 711,291(3) | 10,228,365 | | | 2/20/24 | 50,740 | 729,641 | 355,179(4) | 5,107,474 | | John C. Bell | 9/1/22 | 19,369 | 278,526 | 406,734(3) | 5,848,835 | | | 2/20/24 | 28,541 | 410,420 | 199,788(4) | 2,872,951 | | Robert R. Shannon | 9/1/22 | 19,369 | 278,526 | 406,734(3) | 5,848,835 | | | 2/20/24 | 27,484 | 395,220 | 192,390(4) | 2,766,568 |

  80. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

    | (1) Represents shares of restricted stock, which vest on the vesting dates set forth in the following table (subject generally to continued employment). |

  81. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

    | | SHARES OF RESTRICTED STOCK BY VESTING DATES | | | | | | | | NAME | 1/3/25 | 3/1/25 | 9/1/25 | 1/3/26 | 3/1/26 | 3/1/27 | TOTAL | | John C. Bell | | 9,513 | 19,369 | | 9,514 | 9,514 | 47,910 | | Guy M. Oliphint | 33,871 | 16,913 | | 33,871 | 16,913 | 16,914 | 118,482 | | Robert R. Shannon | | 9,161 | 19,369 | | 9,161 | 9,162 | 46,853 |

  82. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

    | (2) Represents PSUs, which vest based on the Company’s TSR as compared to the TSR of the performance peer group over a multi-year performance period and the Company’s absolute annualized TSR over the performance period. The number of PSUs reported is based on the number of PSUs granted to each NEO multiplied by the performance multiplier for the maximum level of performance. The awards are reported at maximum because as of December 31, 2024, performance under these awards was trending above the target level of performance. The market or payout value for these PSUs is calculated using the $14.38 per share closing price of our common stock on December 31, 2024. | | (3) Reflects PSUs with a performance period ending on December 31, 2025. | | (4) Reflects PSUs with a performance period ending on December 31, 2026. | | (5) Reflects PSUs with a performance period ending on December 31, 2027. |

  83. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

    | PERMIAN RESOURCES | 2025 PROXY STATEMENT | 47 |

  84. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

    OPTION EXERCISES AND STOCK VESTED IN 2024 Mr. Jensen is not included in the Outstanding Equity Awards at 2024 Fiscal Year-End table above, because his employment terminated on June 7, 2024, which was a “Qualifying Termination” under the Centennial Severance Plan. As such, upon his termination, in accordance with the Centennial Severance Plan, all of his outstanding restricted stock awarded to him prior to 2024 and all of his outstanding PSUs received accelerated vesting (based on the actual achievement of the applicable performance conditions through his termination date). Additionally, in recognition for his service during 2024, before his departure date, a pro rata portion of the restricted stock awarded to him in February 2024 received accelerated vesting. All other unvested awards held by Mr. Jensen at the time of his termination were forfeited for no value. Additional information on the equity severance benefits provided to Mr. Jensen upon his termination is included in the Potential Payments Upon Termination or a Change in Control section appearing in the Executive Compensation section of this Proxy Statement. The following table provides information regarding the vesting of restricted stock and PSU awards held by our NEOs during 2024. The value realized from the vesting of the restricted stock and PSU awards is equal to the closing price of our common stock on the applicable vesting date, multiplied by the number of shares of stock acquired. The value is calculated before payment of any applicable withholding or other income taxes.

  85. OPTION EXERCISES AND STOCK VESTED IN 2024

    OPTION EXERCISES AND STOCK VESTED IN 2024

  86. OPTION EXERCISES AND STOCK VESTED IN 2024

    | | STOCK AWARDS | | | NAME | NUMBER OF SHARES ACQUIRED ON VESTING (#) | VALUE REALIZED ON VESTING ($) | | Guy M. Oliphint | 33,871 | 468,775 | | John C. Bell | 19,368 | 275,800 | | Robert R. Shannon | 19,368 | 275,800 | | Brent P. Jensen(1) | 732,154 | 11,256,721 |

  87. OPTION EXERCISES AND STOCK VESTED IN 2024

    | (1) Mr. Jensen’s vested stock amount includes 707,889 shares that were accelerated and vested pursuant to the Centennial Severance Plan and upon his termination. |

  88. OPTION EXERCISES AND STOCK VESTED IN 2024

    | 48 | PERMIAN RESOURCES | 2025 PROXY STATEMENT |

  89. POTENTIAL PAYMENTS UPON TERMINATION OR A CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR A CHANGE IN CONTROL Severance protection is provided to all of our regular, U.S. full-time employees, including each of our NEOs, under our Severance Plan, which was last updated by our Board in November 2022.

  90. Severance Benefits Related to Death or Disability

    Severance Benefits Related to Death or Disability Under the Severance Plan, if one of our NEOs experiences a termination due to the NEO’s death or disability, then such NEO will be entitled to receive, as applicable:

  91. Severance Benefits Related to Death or Disability

    | ● | Health Benefits (same as described above); | | ● | Outplacement Benefits (same as described above); | | ● | Accelerated Vesting of Time-Based Awards: Accelerated vesting of the NEO’s unvested time-based equity awards; and | | ● | Vesting of Performance-Based Awards: Vesting of the NEO’s unvested outstanding performance-based equity awards at the end of the applicable performance period based on the actual achievement of the applicable performance conditions through the end of the performance period. |

  92. Severance Benefits Related to Death or Disability

    | PERMIAN RESOURCES | 2025 PROXY STATEMENT | 49 |

  93. Severance Benefits Related to Death or Disability

    The following table provides estimates of the payments and benefits that could become payable to each NEO under the Severance Plan in connection with certain termination events assuming that such NEO’s employment was terminated on December 31, 2024 (and, where applicable, the change in control event also occurred on December 31, 2024). All payments provided pursuant to our Severance Plan (other than accrued benefits) will be subject to the NEO first executing a general release of claims in our favor. The individual award agreements that govern our NEO’s equity compensation awards pursuant to the LTIP may also contain certain termination or change in control provisions, but the Severance Plan currently overrides those provisions to provide for the forfeiture or acceleration treatment that is described above within the Severance Plan. In all cases, the amounts were valued as of December 31, 2024, based upon, where applicable, $14.38 per share (the closing price of our common stock on December 31, 2024, the last trading day of the year).

  94. Severance Benefits Related to Death or Disability

    | NAME | CATEGORY OF PAYMENT | CHANGE IN CONTROL TERMINATION | CHANGE IN CONTROL | TERMINATION WITHOUT CAUSE OR FOR GOOD REASON(1) | DEATH / DISABILITY | | William M. Hickey III | Salary | 2,250,000 | – | – | – | | | Cash Bonus | 3,000,000 | – | – | – | | | Health & Outplacement Benefits | 82,566 | – | 82,566 | 82,566 | | | Accelerated Equity | 77,127,547 | – | 43,087,595 | 77,127,547 | | | Total | 82,460,113 | – | 43,170,161 | 77,210,113 | | James H. Walter | Salary | 2,250,000 | – | – | – | | | Cash Bonus | 3,000,000 | – | – | – | | | Health & Outplacement Benefits | 72,263 | – | 72,263 | 72,263 | | | Accelerated Equity | 77,127,547 | – | 43,087,595 | 77,127,547 | | | Total | 82,449,810 | – | 43,159,857 | 77,199,810 | | Guy M. Oliphint | Salary | 1,306,250 | – | – | – | | | Cash Bonus | 2,145,625 | – | – | – | | | Health & Outplacement Benefits | 72,263 | – | 72,263 | 72,263 | | | Accelerated Equity | 16,018,115 | – | 8,349,306 | 16,018,115 | | | Total | 19,542,253 | – | 8,421,569 | 16,090,378 | | John C. Bell | Salary | 1,100,000 | – | – | – | | | Cash Bonus | 1,557,500 | – | – | – | | | Health & Outplacement Benefits | 72,263 | – | 72,263 | 72,263 | | | Accelerated Equity | 8,836,142 | – | 5,190,942 | 8,836,142 | | | Total | 11,565,905 | – | 5,263,205 | 8,908,405 | | Robert R. Shannon | Salary | 1,045,000 | – | – | – | | | Cash Bonus | 1,140,000 | – | – | – | | | Health & Outplacement Benefits | 72,263 | – | 72,263 | 72,263 | | | Accelerated Equity | 8,735,836 | – | 5,158,351 | 8,735,836 | | | Total | 10,993,098 | – | 5,230,614 | 8,808,098 |

  95. Severance Benefits Related to Death or Disability

    | (1) In the case of a without “cause” employment termination that is unrelated to a change-in-control, a pro rata portion of the terminated NEO’s PSUs shall remain outstanding for the duration of the performance period and thereafter pay out to the NEO at the level earned based on the level of performance certified by the Compensation Committee. Values displayed reflect company performance through December 31, 2024, assuming such period had ended on December 31, 2024. The values reported in the table do not include the value of accrued dividends. |

  96. Severance Benefits Related to Death or Disability

    | 50 | PERMIAN RESOURCES | 2025 PROXY STATEMENT |

  97. Severance Benefits Related to Death or Disability

    Mr. Jensen is not included in the Potential Payments Upon Termination or a Change in Control table above because he was not employed with the Company as of December 31, 2024. His employment terminated on June 7, 2024, which was a “Qualifying Termination” under the Centennial Severance Plan. Upon his departure, in accordance with the Centennial Severance Plan and his separation agreement, Mr. Jensen received:

  98. Severance Benefits Related to Death or Disability

    | ● | a cash severance payment equal to 2.75 times the sum of his base salary and average AIP award for the preceding three years; | | ● | a prorated AIP award (paid at target) for 2024; | | ● | the health and outplacement benefits set forth in the Centennial Severance Plan, described in more detail above; | | ● | an accelerated vesting of all stock awards he received prior to 2024; and | | ● | in recognition for his service during 2024 before his departure date, a pro rata acceleration of the restricted stock awarded to him in February 2024. |

  99. Severance Benefits Related to Death or Disability

    Mr. Jensen’s outstanding 2021 PSUs and April 2022 PSUs were eligible to vest at the conclusion of their three-year performance period, which ended on June 30, 2024 and March 31, 2025, respectively. In connection with his qualifying termination pursuant to the Centennial Severance Plan, the 2021 PSUs and April 2022 PSUs held by Mr. Jensen were accelerated and vested following his termination date based on the Company’s performance through his June 7, 2024 termination date. Based on that slightly shortened performance period, the 2021 PSUs held by Mr. Jensen had a payout percentage of 250% and, as a result, he received 274,283 vested 2021 PSUs and the April 2022 PSUs held by Mr. Jensen had a payout percentage of 250% and, as a result, he received 181,985 vested April 2022 PSUs. These represented the most significant component of the equity severance benefits he received. The table below summarizes the payments and benefits provided to Mr. Jensen upon his termination of employment in 2024.

  100. Severance Benefits Related to Death or Disability

    | CATEGORY OF PAYMENT | AMOUNT OF PAYMENT ($) | | Severance Payment | 2,441,305 | | Prorated Bonus | 142,375 | | Health & Outplacement Benefits | 54,263 | | Accelerated Equity | 11,378,193 | | Total | 14,016,136 |

  101. Severance Benefits Related to Death or Disability

    | PERMIAN RESOURCES | 2025 PROXY STATEMENT | 51 |

  102. Severance Benefits Related to Death or Disability

    CEO PAY RATIO

  103. CEO PAY RATIO

    CEO PAY RATIO As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are providing the following information regarding the ratio of the annual total compensation of each of our Co-CEOs to the total annual compensation of our median employee. The SEC’s rules for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported below, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. We identified the median employee from our entire employee population (other than our Co-CEOs), whether employed on a full-time or part-time basis, as of December 31, 2024, which consisted of 480 employees. Within this group of employees, the median employee was identified by using a total target cash compensation measure, which was calculated by annualizing on a straight-line basis the salary of each employee as of December 31, 2024 and adding each employee’s target bonus and the amount of employer-paid benefits received by each employee in 2024. The compensation measure was consistently applied to all employees. Once we identified the median employee, we then calculated that employee’s annual total compensation in the same manner as we used to calculate total compensation of our Co-CEOs, as reported in the Summary Compensation able. For 2024, the annual total compensation of our median employee was $148,666, and the annual total compensation of either of our Co-CEOs, was $0. Therefore, in 2024, the ratio of either of our Co-CEO's annual total compensation to the annual total compensation of our median employee was approximately 0 to 1. In other words, it is not possible to calculate a ratio between the compensation of our Co-CEO's and the total compensation of our median employee.

  104. CEO PAY RATIO

    | PAY VERSUS PERFORMANCE |

  105. CEO PAY RATIO

    The following table shows the total compensation for our NEOs for the past four years, as set forth in the Summary Compensation Table, and the “compensation actually paid” (computed in the manner required by SEC rules as described below) to our NEOs. The table separately presents the amounts for each Chief Executive Officer serving during the last four years, including each of our current Co-CEOs, and the combined average amounts for our other NEOs. The table also provides our Total Shareholder Returns (TSR), the TSR of the selected peer group, our net income and our Adjusted Free Cash Flow, all presented for the past four years.

  106. CEO PAY RATIO

    | | | | | | | | | | VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON: | | | | | | SUMMARY COMPENSATION TABLE TOTAL FOR CEOs(1) | | | COMPENSATION ACTUALLY PAID TO CEOs(1)(2) | | | AVERAGE SUMMARY COMPENSATION TABLE TOTAL FOR NON-CEO NEOs ($)(3) | AVERAGE COMPENSATION ACTUALLY PAID TO NON‑CEO NEOS ($)(2)(3) | TOTAL SHARE- HOLDER RETURN ($)(4) | PEER GROUP TOTAL SHARE- HOLDER RETURN ($)(4) | NET INCOME ($) | ADJ. FREE CASH FLOW(5) | | YEAR | HICKEY | WALTER | SMITH | HICKEY | WALTER | SMITH | | | | | | | | 2024 | – | – | – | 6,769,965 | 6,769,965 | – | 3,682,360 | 9,013,969 | 1,040 | 250 | 1,250,509,000 | 1,358,494 | | 2023 | – | 4,297 | – | 27,407,632 | 27,411,929 | – | 3,362,313 | 6,940,218 | 941 | 251 | 879,703,000 | 711,384 | | 2022 | 25,512,520 | 25,512,520 | 21,833,431 | 33,915,382 | 33,915,382 | 51,416,285 | 6,674,297 | 17,124,841 | 630 | 229 | 749,840,000 | 655,164 | | 2021 | – | – | 8,677,260 | – | – | 42,802,771 | 3,236,810 | 15,878,126 | 399 | 167 | 138,175,000 | 206,671 |

  107. CEO PAY RATIO

    | (1) Our current Co-CEOs, Messrs. Hickey and Walter, began serving as our Co-CEOs on September 1, 2022 upon the closing of the PR Merger. The former CEO referenced is Sean R. Smith, who served as our CEO from April 1, 2020 through August 31, 2022. |

  108. CEO PAY RATIO

    | 52 | PERMIAN RESOURCES | 2025 PROXY STATEMENT |

  109. CEO PAY RATIO

    PAY VERSUS PERFORMANCE

  110. CEO PAY RATIO

    | (2) The dollar amounts reported in this column represent the amount of Compensation Actually Paid (CAP), as defined and calculated under applicable SEC rules, for each CEO and the average for our other NEOs. The dollar amounts do not reflect the actual amount of compensation earned by or paid to our NEOs. In accordance with the requirements of Item 402(v) of Regulation S-K, CAP is based on the Summary Compensation Table (SCT) pay, as adjusted for the fair market value of equity awards as of December 31, 2022, 2023, and 2024. Our NEOs do not participate in benefit programs requiring an adjustment for pension benefits calculation. The following table provides the adjustments made between SCT pay and CAP: |

  111. CEO PAY RATIO

    | YEAR | CEO / NEO | AVERAGE SUMMARY COMPENSATION TABLE TOTAL ($) | REMOVE VALUE OF GRANTED EQUITY AWARDS ($)(a) | PRIOR YEAR EQUITY AWARD ADJUSTMENTS ($)(b) | COMPENSATION ACTUALLY PAID ($) | | 2024 | Hickey | – | – | 6,769,965 | 6,769,965 | | | Walter | – | – | 6,769,965 | 6,769,965 | | | Other NEOs | 3,682,360 | (1,798,870) | 3,448,118 | 9,013,969 | | 2023 | Hickey | – | – | 27,407,632 | 27,407,632 | | | Walter | 4,297 | – | 27,407,632 | 27,411,929 | | | Other NEOs | 3,362,313 | (1,956,612) | 5,534,517 | 6,940,218 | | 2022 | Hickey | 25,512,520 | (25,512,520) | 33,915,382 | 33,915,382 | | | Walter | 25,512,520 | (25,512,520) | 33,915,382 | 33,915,382 | | | Smith | 21,833,431 | (14,495,295) | 44,078,149 | 51,416,285 | | | Other NEOs | 6,674,297 | (5,093,653) | 15,544,197 | 17,124,841 | | 2021 | Smith | 8,677,260 | (6,590,088) | 40,715,599 | 42,802,771 | | | Other NEOs | 3,236,810 | (2,240,258) | 14,881,574 | 15,878,126 |

  112. CEO PAY RATIO

    | (a) Represents the grant date fair value and average grant date fair value of the equity awards granted to the CEO and NEOs, respectively, each year, as reported in the Stock Awards column of the Summary Compensation Table for the applicable year, calculated in accordance with FASB ASC Topic 718. We do not sponsor or maintain any defined benefit pension plans and therefore, no deduction was made related to pension value. | | (b) Reflects the fair value/change in fair value of the awards at year end or upon vesting/forfeiture, computed in accordance with FASB’s ASC Topic 718, Stock-based Compensation (ASC Topic 718). |

  113. CEO PAY RATIO

    | (3) For 2024, the other NEOs were Messrs. Oliphint, Bell, Shannon and Jensen. For 2023, the other NEOs were Messrs. Oliphint, Jensen, Bell, George S. Glyphis and Matthew R. Garrison. For 2022, the other NEOs were Messrs. Glyphis, Garrison, Jensen, Bell and Davis O. O'Connor. |

  114. CEO PAY RATIO

    | (4) Total Shareholder Return is determined based on the value of an initial fixed investment of $100. The Peer Group Total Shareholder Return represents the total shareholder return of the SPDR S&P Oil & Gas Exploration & Production ETF. |

  115. CEO PAY RATIO

    | (5) Adjusted Free Cash Flow is a non-GAAP financial measure. See Appendix A for a reconciliation of this financial measure to our most directly comparable financial measure calculated in accordance with GAAP. |

  116. CEO PAY RATIO

    | PERMIAN RESOURCES | 2025 PROXY STATEMENT | 53 |

  117. CEO PAY RATIO

    PAY VERSUS PERFORMANCE

  118. Relationship Between Compensation Actually Paid and Performance Measures

    Relationship Between Compensation Actually Paid and Performance Measures The following graphs illustrate the relationship between the pay and performance figures that are included in the pay tables above. As noted above, “compensation actually paid” for purposes of the tabular disclosure and the following graphs were calculated in accordance with SEC rules and do not represent the actual amount of compensation earned by or paid to our NEOs during the applicable years. The graphs separately presents the Compensation Actually Paid (CAP) for each Chief Executive Officer serving during the last four years, with the amount appearing for Messrs. Hickey and Walter representing the approximate amount applicable to each of them individually.

  119. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION Directors who are not also our employees or affiliated with Pearl Energy Investments (Pearl) or Post Oak Energy Capital, LP (Post Oak) receive compensation under our director compensation program, which is reviewed by the Compensation Committee and is approved by the Board. We have historically provided a combination of cash and stock-based incentive compensation to attract and retain qualified candidates to serve on our Board, but our Board determined, following input and advice from Meridian, to allow directors to take 100% of their compensation in the form of stock-based compensation. With respect to the 2024 calendar year, all of our directors elected to take 100% of their compensation in the form of stock-based compensation. The following table identifies the annual equity award each non-employee director receives and the retainer amount, which can be paid quarterly in arrears in cash or through an upsized equity award at the outset of the director’s service year. The leadership positions on the Board also receive larger equity awards, as detailed below.

  120. DIRECTOR COMPENSATION

    | ROLE | EQUITY AWARDS ($) | CASH / EQUITY RETAINER ($) | | Director | 200,000 | 87,500 | | Independent Board Chair | 155,000 | – | | Chair of Audit Committee | 22,500 | – | | Chair of Compensation Committee | 20,000 | – | | Chair of Nominating and Corporate Governance Committee | 15,000 | – | | Chair of ESG Committee | 15,000 | – |

  121. DIRECTOR COMPENSATION

    We also reimburse all directors for travel and other necessary business expenses incurred in the performance of their services for us, including expenses for any relevant director education programs they attend. We extend coverage to all directors under our directors’ and officers’ indemnity insurance policies.

  122. DIRECTOR COMPENSATION

    | PERMIAN RESOURCES | 2025 PROXY STATEMENT | 55 |

  123. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The following table contains information concerning the compensation of our non-employee directors for 2024.

  124. DIRECTOR COMPENSATION

    | NAME | FEES EARNED IN CASH ($) | STOCK AWARDS ($)1)(2) | TOTAL ($) | | Robert J. Anderson | – | 287,500 | 287,500 | | Maire A. Baldwin | – | 307,500 | 307,500 | | Frost W. Cochran(3) | – | – | – | | Karan E. Eves | – | 287,500 | 287,500 | | Steven D. Gray | – | 457,500 | 457,500 | | Aron Marquez | – | 287,500 | 287,500 | | William J. Quinn(3) | – | – | – | | Jeffrey H. Tepper | – | 310,000 | 310,000 | | Robert M. Tichio | – | 302,500 | 302,500 |

  125. DIRECTOR COMPENSATION

    | (1) Amounts in this column reflect the aggregate grant date fair value of restricted stock computed in accordance with ASC Topic 718, excluding the estimate of forfeitures. For further valuation assumptions, please see Note 7 to our financial statements within our Annual Report. As of December 31, 2024, the non-employee directors held the following amounts of unvested shares of restricted stock and aggregate number of total outstanding stock awards, which includes their unvested shares of restricted stock and previously awarded shares of restricted stock. |

  126. DIRECTOR COMPENSATION

    | NAME | UNVESTED STOCK AWARDS | TOTAL OUTSTANDING STOCK AWARDS | | Robert J. Anderson | 17,530 | 27,001 | | Maire A. Baldwin | 18,750 | 265,246 | | Karan E. Eves | 17,530 | 63,906 | | Steven D. Gray | 27,896 | 196,616 | | Aron Marquez | 17,530 | 63,906 | | Jeffrey H. Tepper | 18,902 | 261,830 | | Robert M. Tichio | 18,445 | 18,445 |

  127. DIRECTOR COMPENSATION

    | (2) Includes restricted stock that was issued, at the applicable director’s election, in lieu of cash compensation for 2024. Each current director has elected to take 100% of his or her cash retainer in the form of restricted stock. | | (3) Messrs. Cochran and Quinn did not receive any compensation for serving as our directors in 2024 given their affiliation with Post Oak and Pearl, respectively. |

  128. DIRECTOR COMPENSATION

    | 56 | PERMIAN RESOURCES | 2025 PROXY STATEMENT |

  129. DIRECTOR COMPENSATION

    EQUITY COMPENSATION PLAN INFORMATION

  130. REVIEW AND APPROVAL OF RELATED PERSON TRANSACTIONS

    | ● | reimbursements or payments of business expenses; | | ● | executive officer or director compensation in accordance with the disclosure exceptions provided for in Instruction 5 to Item 404(a) of Regulation S-K (or any successor rule); | | ● | any charitable contribution, grant, endowment or pledge by us to a charitable organization, foundation or university where the Related Person’s only relationship with that organization is as a director and the aggregate amount involved does not exceed $200,000; | | ● | any transaction in which the interest of the Related Person arises solely from the ownership of a class of the Company’s equity securities and all holders of that class receive the same benefit on a pro rata basis (for example, dividends); and | | ● | any transaction with an entity at which the Related Person’s only relationship is as a director. |