DEF 14A of Chord Energy Corp, Mar 19, 2024

DEF 14A of Chord Energy Corp

Filed Mar 19, 2024 · FY20230001486159-24-000015

Open on EDGAR

  1. IMPORTANT NOTICE REGARDING THE ELECTRONIC AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON MAY 1, 2024

    | Director Compensation | | 47 | | | Stock Ownership Guidelines | 47 | | | Director Compensation Table | 48 | | Executive Officers | | 49 | | | Proposal 2 - Advisory Vote to Approve Executive Compensation | 52 | | Executive Compensation Matters | | 53 | | | Compensation Discussion and Analysis | 53 | | | Compensation and Human Resources Committee Report | 75 | | | Executive Compensation Tables | 76 | | | Pay Ratio | 86 | | | Pay versus Performance | 87 | | | Audit Matters | 95 | | | Proposal 3 – Ratification of Appointment of the Independent Registered Public Accounting Firm | 95 | | | Audit and All Other Fees | 96 | | | Pre-Approval Policies and Procedures | 96 | | | Audit and Reserves Committee Report | 97 | | Security Ownership of Certain Beneficial Owners and Management | | 99 | | Users' Guide | | 101 | | Other Information | | 107 |

  2. Director Nominees

    Director Nominees The following provides summary information about each director nominee.

  3. Director Nominees

    | NAME | | DIRECTOR SINCE | AGE | GENDER | COMMITTEE | | | | | | | | | | AR | CHR | ESG | NG | | | Susan M. Cunningham Board Chair | 2022 | 68 | F | | | | | | | Daniel E. Brown President and Chief Executive Officer of Chord Energy | 2021 | 48 | M | | | | | | | Douglas E. Brooks | 2020 | 65 | M | | | | | | | Samantha F. Holroyd $ | 2020 | 55 | F | | | | | | | Paul J. Korus $ | 2022 | 67 | M | | | | | | | Kevin S. McCarthy | 2022 | 64 | M | | | | | | | Anne Taylor | 2022 | 68 | F | | | | | | | Cynthia L. Walker $ | 2020 | 47 | F | | | | | | | Marguerite N. Woung-Chapman | 2021 | 58 | F | | | | |

  4. Director Nominees

    | | = Chair | | = Member | $ = Financial Expert | | = Independent | | AR = Audit and Reserves | | CHR = Compensation and Human Resources | | | | ESG = Environmental, Social and Governance | | | NG = Nominating and Governance | |

  5. Director Nominees

    | 2024 Proxy Statement | | 11 |

  6. Director Nominees

    | | Proxy Summary |

  7. Who We Are

    Who We Are Our directors are diverse, industry-leading experts with an average of approximately 30 years of industry leadership experience across multiple disciplines. Each of our directors will stand for election annually and must be elected by a majority of shares voted. Set forth below is biographical information about each of the Company’s directors.

  8. Who We Are

    | | SUSAN M. CUNNINGHAM, 68 | | | | Director since: 2022 Houston, Texas | Committees: Compensation and Human Resources Environmental, Social and Governance | | EXPERIENCE •Advisor for Darcy Partners, a consulting firm (2017-2019) •EVP, EHSR and New Frontiers, Noble Energy, Inc. (2014-2017) •SVP, Gulf of Mexico, West Africa, and Frontier Ventures for Noble Energy, Inc. •Variety of positions at Texaco U.S.A., Statoil Energy, Inc. and Amoco Corporation Ms. Cunningham has more than 35 years of oil and gas industry experience and brings strong leadership skills and extensive exploration and production experience and knowledge developed as a senior executive of Noble Energy, Inc. | | OTHER DIRECTORSHIPS •Whiting Petroleum - ESG (Chair) and Audit Committees (2020-2022) •Enbridge Inc. – Compensation Committee and Chair of the Sustainability Committee •Chair of the Advisory Board to the Dean of the Faculty Science at McMaster University (Canada) •Board of Directors of Oil Search (2018-2021) •Board of Directors of Cliffs Natural Resources/Cleveland Cliffs (2005-2014) EDUCATION •BA, Geology and Physical Geography – McMaster University, Ontario Canada •Advanced Management Program and Executive Coaching Certification – Rice University |

  9. Who We Are

    | Skills and Qualifications | | | | | | | | | | Current or past public company C-Suite | | Financial Reporting & Accounting | | E&P Operations | | Environmental, health and safety management | | | Capital Allocation/ Investment | | Information Security | | Risk Management/Sustainability | | Legal & Regulatory |

  10. Who We Are

    | 2024 Proxy Statement | | 23 |

  11. Who We Are

    | | Proposal 1 - Election of Directors |

  12. Who We Are

    | | DANIEL E. BROWN, 48 | | | | President and Chief Executive Officer of Chord Energy Director since: 2021 Houston, Texas | Committees: None | | EXPERIENCE •Executive Vice President, U.S. Onshore Operations, Anadarko Petroleum Corporation (2017-2019) •Vice President, Corporate Planning, Vice President, Operations, Senior Vice President, International and Deepwater Operations and Executive Vice President, International and Deepwater Operations, Anadarko (2013-2017) Mr. Brown brings extensive experience from his 25 years in the oil and gas industry. His broad knowledge base developed during his career in U.S. onshore, Gulf of Mexico and international operations adds valuable perspective and enhances the Board’s expertise. Through his senior leadership positions at two large, well-respected, public energy companies, Mr. Brown has a deep knowledge of the strategic, financial, risk and compliance issues facing a publicly- traded company. | | OTHER DIRECTORSHIPS •Beacon Offshore Energy, LLC •Board Chair of OMP GP LLC, general partner of Oasis Midstream Partners LP* (2021-2022) •Western Midstream Partners, LP (2019) •Western Gas Equity Partners, LP and Western Gas Partners, LP (2017-2019) EDUCATION •BS, Mechanical Engineering - Texas A&M University •MBA, Rice University (Jones Scholar Award) |

  13. Who We Are

    | Skills and Qualifications | | | | | | | | | | Current or past public company C-Suite | | E&P Operations | | Capital Allocation/ Investment | | Environmental, health and safety management | | | Business Development/ M&A | | Compensation & Human Resources | | Risk Management/Sustainability | | Corporate Governance |

  14. Who We Are

    | 24 | | 2024 Proxy Statement |

  15. Who We Are

    | Proposal 1 - Election of Directors | |

  16. Who We Are

    | | DOUGLAS E. BROOKS, 65 | | | | Director since: 2020 Montgomery, Texas | Committee: Environmental, Social and Governance | | EXPERIENCE •Advisor, Covalence Investment Partners (2024-present) •Chord, Lead Independent Director (2022-2023) •CEO, Oasis Petroleum Inc. (2020-2021) •President, CEO and Director of Energy XXI Gulf Coast, Inc. until its sale to Cox Oil & Gas (2017-2018) •President, CEO and Director of Yates Petroleum Corporation, a private E&P company until its merger with EOG Resources (2015-2016) •CEO of Aurora Oil & Gas Limited until its acquisition by Baytex Energy (2012-2014) •Founder and CEO of Compass Resources, a private equity sponsored resource exploration company (2006-2012) •Marathon Oil Company for 24 years - Director, Western Hemisphere Business Development and Upstream M&A Mr. Brooks provides extensive industry and executive and board leadership experience to the Board. Given his experience, he is well positioned to provide key insight into asset management, operations and strategy. Mr. Brooks was recognized by NACD among America's Top 100 Directors in 2022. | | OTHER DIRECTORSHIPS •California Resources Corporation, Nominating and Governance Committee and Finance Committee (2020-2023) •Board Chair of Oasis Petroleum Inc. (2020-2022) •Board Chair of OMP GP LLC, general partner of Oasis Midstream Partners LP (2020-2021) •Chaparral Energy, Inc. (2017-2020) •Madalena Energy Inc., a Canadian-based oil and gas company (now Centaurus Energy, Inc.) (2014-2020) EDUCATION •BS, Business Management - University of Wyoming, Casper •MBA, Our Lady of the Lake University |

  17. Who We Are

    | Skills and Qualifications | | | | | | | | | | Current or past public company C-Suite | | E&P Operations | | Capital Allocation/ Investment | | Financial Reporting & Accounting | | | Environmental, health and safety management | | Business Development/ M&A | | Compensation & Human Resources | | Risk Management/Sustainability | | | Corporate Governance | | Legal & Regulatory | | | | |

  18. Who We Are

    | 2024 Proxy Statement | | 25 |

  19. Who We Are

    | | Proposal 1 - Election of Directors |

  20. Who We Are

    | | SAMANTHA F. HOLROYD, 55 | | | | Director since: 2020 Houston, Texas | Committees: Environmental, Social and Governance (Chair) Audit and Reserves, Audit Committee Financial Expert | | EXPERIENCE •Golden Advisory Services, LLC: Founding Manager, Independent Corporate Advisor •Lead Independent Director, Oasis Petroleum (2020-2021) •Managing Director at Lantana Energy Advisors (2018-2020) •Managing Director at TPG Sixth Street Partners (2016-2018) •Technical Director at Denham Capital Management LP (2011-2016) •Global Reserves Audit Manager and Business Opportunity Manager at Royal Dutch Shell PLC •Vice President of EIG Global Energy Partners •Vice President of Ryder Scott Company Ms. Holroyd is a Certified Corporate Director and is ESG Certified by the National Association of corporate Directors (NACD), FINRA Series 7 & 63 licenses and Registered as a Professional Engineer in the State of Texas. Through Golden, Ms. Holroyd advises executive managers, boards, and investors on emerging and green technologies supporting carbon reductions, climate change and sustainability. Ms. Holroyd’s operational, reserves, investment and strategic expertise are invaluable to Chord as a public company navigating a dynamic market environment. | | OTHER DIRECTORSHIPS •Amerant Bancorp, Risk Committee, Corporate Nominating, Governance & Sustainability Committee (2022-2024) •Crestwood Equity GP and Crestwood Equity Partners LP (2022) •Gulfport Energy, an independent natural gas company (2020-2021) EDUCATION •BS, Petroleum Engineering - Colorado School of Mines |

  21. Who We Are

    | Skills and Qualifications | | | | | | | | | | E&P Operations | | Capital Allocation/ Investment | | Financial Reporting & Accounting | | Business Development/ M&A | | | Risk Management/Sustainability | | Legal & Regulatory | | | | |

  22. Who We Are

    | 26 | | 2024 Proxy Statement |

  23. Who We Are

    | Proposal 1 - Election of Directors | |

  24. Who We Are

    | | PAUL J. KORUS, 67 | | | | Director since: 2022 Littleton, Colorado | Committees: Audit and Reserves, Audit Committee Financial Expert Environmental, Social and Governance | | EXPERIENCE •SVP and CFO, Cimarex Energy Co., (2002-2015) •SVP and CFO, Key Production Company (1999-2002) •Gas Research Analyst at an investment banking firm •Apache Corporation – various positions including corporate planning, information technology and investor relations Mr. Korus has more than 35 years of oil and gas industry experience and brings strong financial and accounting expertise, having served as Chief Financial Officer of Cimarex Energy Co., as well as his experience having served as a CPA and a director of several other public energy companies. | | OTHER DIRECTORSHIPS •PDC Energy, Inc. (2020-2023) •Crestwood Equity GP and Crestwood Equity Partners LP (2022) •Whiting Petroleum, Audit (Chair) and Nominating and Governance Committees (2020-2022) •SRC Energy Inc. (2016-2022) •Antero Midstream Partners LP (2019) •Antero Resources Corporation (2018-2021) EDUCATION •BS, Economics - University of North Dakota •MS, Accounting - University of North Dakota |

  25. Who We Are

    | Skills and Qualifications | | | | | | | | | | Current or past public company C-Suite | | E&P Operations | | Capital Allocation/ Investment | | Financial Reporting & Accounting | | | Environmental, health and safety management | | Information Security | | Business Development/ M&A | | Risk Management/Sustainability | | | Corporate Governance | | | | | | |

  26. Who We Are

    | 2024 Proxy Statement | | 27 |

  27. Who We Are

    | | Proposal 1 - Election of Directors |

  28. Who We Are

    | | KEVIN S. MCCARTHY, 64 | | | | Director since: 2022 Houston, Texas | Committees: Compensation and Human Resources Nominating and Governance | | EXPERIENCE •Vice Chairman, Kayne Anderson Capital Advisors, L.P. (2019-2023) •CEO Kayne Anderson’s closed-end funds (2004-2019) •Chairman of the Board for Kayne Anderson’s closed-end funds (2004-2020) •Range of leadership positions, including global head of energy investment banking at UBS Securities and similar positions at PaineWebber and Dean Witter Mr. McCarthy has significant energy finance and investment experience with deep knowledge of oil and gas commodity markets and oil and gas companies both as an investment banker and from having served as Chairman and Chief Executive Officer at Kayne Anderson. | | OTHER DIRECTORSHIPS •Kinetik Holdings Inc., Compensation and Audit Committees •PAA GP Holdings LLC, Nominating and Governance and ESG Committees •Whiting Petroleum - Chairman of the Board, Compensation and Human Resources and Nominating and Governance Committee (2020-2022) •Kayne Anderson Public Funds (2004-2020) •ONEOK, Inc., Compensation and Nominating and Governance Committees (2015-2017) •Range Resources Corporation - Compensation Committee (2005-2018) EDUCATION •BA, Economics and Geology – Amherst College •MBA, Finance – Wharton School at the University of Pennsylvania |

  29. Who We Are

    | Skills and Qualifications | | | | | | | | | | Current or past public company C-Suite | | E&P Operations | | Capital Allocation/ Investment | | Financial Reporting & Accounting | | | Business Development/ M&A | | Compensation & Human Resources | | Corporate Governance | | |

  30. Who We Are

    | 28 | | 2024 Proxy Statement |

  31. Who We Are

    | Proposal 1 - Election of Directors | |

  32. Who We Are

    | | ANNE TAYLOR, 68 | | | | Director since: 2022 Houston, Texas | Committees: Compensation and Human Resources (Chair) Nominating and Governance | | EXPERIENCE •AT Strategies LLC, a private consulting firm •Deloitte (1987-2018) - Vice Chairman, Mid-America Regional Managing Partner, Houston Managing Partner; U.S. Chief Strategy Officer and Global Leader for e-business Ms. Taylor brings to the Board significant and valuable experience in business strategy development and execution, technology, management and leadership, talent development and corporate governance, as well as energy industry and public company knowledge. | | OTHER DIRECTORSHIPS •Conway MacKenzie (2019-2022) •Deloitte (2001-2004) •Group 1 Automotive, Inc., Compensation & Human Resources (Chair) and Audit Committees •Memorial Hermann Hospital System, Children's (Chair), Compensation and HR Committees •Southwestern Energy Company - Compensation (Chair) and Audit Committees •Whiting Petroleum, Compensation and Human Resources (Chair) and ESG Committees (2020-2022) EDUCATION •BS and MS, Civil Engineering – University of Utah •Ph.D. Studies, Engineering - Princeton University |

  33. Who We Are

    | Skills and Qualifications | | | | | | | | | | Financial Reporting & Accounting | | Information Security | | Business Development/ M&A | | Compensation & Human Resources | | | Risk Management/Sustainability | | Corporate Governance | | | | |

  34. Who We Are

    | 2024 Proxy Statement | | 29 |

  35. Who We Are

    | | Proposal 1 - Election of Directors |

  36. Who We Are

    | | CYNTHIA L. WALKER, 47 | | | | Director since: 2020 Houston, Texas | Committees: Audit and Reserves (Chair), Audit Committee Financial Expert Nominating and Governance | | EXPERIENCE •CEO of TES-H2 and Chief Strategy Officer of TES-H2 Group (October 2022-present) •Occidental Petroleum (2012-2019) - Senior Vice President, Midstream and Marketing; Senior Vice President, Strategy and Development; Executive Vice President and Chief Financial Officer •Managing Director in the Global Natural Resources Group and Mergers & Acquisitions Group in the Investment Banking Division at Goldman, Sachs & Co. Ms. Walker brings extensive financial expertise and executive management experience to the Board. Her investment banking experience provides insight into the investor perspective. | | OTHER DIRECTORSHIPS •Sempra, Audit Committee and Safety, Sustainability & Technology Committee (2018-2023) EDUCATION •BBA, The University of Texas at Austin |

  37. Who We Are

    | Skills and Qualifications | | | | | | | | | | Current or past public company C-Suite | | E&P Operations | | Capital Allocation/ Investment | | Financial Reporting & Accounting | | | Environmental, health and safety management | | Business Development/ M&A | | Risk Management/Sustainability | | Corporate Governance |

  38. Who We Are

    | 30 | | 2024 Proxy Statement |

  39. Who We Are

    | Proposal 1 - Election of Directors | |

  40. Who We Are

    | | MARGUERITE N. WOUNG-CHAPMAN, 58 | | | | Director since: 2021 Houston, Texas | Committees: Nominating and Governance (Chair) Compensation and Human Resources | | EXPERIENCE •Served as Senior Vice President, General Counsel and Corporate Secretary of Energy XXI Gulf Coast, Inc., an oil and natural gas company (2018) •General Counsel and Corporate Secretary at EP Energy Corporation, other roles included Senior Vice President, Land Administration (2012-2017) •Various roles at El Paso Corporation and its predecessors, including as Vice President, Legal Shared Services, Corporate Secretary and Chief Governance Officer (1991-2012) Ms. Woung-Chapman brings extensive experience in management and strategic direction of publicly-traded energy companies. Her combination of corporate governance, regulatory, compliance, corporate and asset transactional, legal and business administration experience provides valuable perspective. | | OTHER DIRECTORSHIPS •Summit Midstream Partners, LP, Nominating, Governance and Sustainability Committee Chair, Compensation Committee •Texas Pacific Land Corporation, Audit Committee, Nominating and Governance Committee EDUCATION •BS, Linguistics - Georgetown University •J.D. - Georgetown University Law Center |

  41. Who We Are

    | Skills and Qualifications | | | | | | | | | | Current or past public company C-Suite | | E&P Operations | | Capital Allocation/ Investment | | Environmental, health and safety management | | | Business Development/ M&A | | Compensation & Human Resources | | Corporate Governance | | Legal & Regulatory |

  42. Who We Are

    | 2024 Proxy Statement | | 31 |

  43. Who We Are

    | | Proposal 1 - Election of Directors |

  44. Peterson Termination Provisions

    | Director Compensation |

  45. Stock Ownership Guidelines

    | | Director Compensation |

  46. Director Compensation Table

    Director Compensation Table The following table provides information concerning the compensation of our directors for the fiscal year ended December 31, 2023. Directors who are also our employees do not receive any additional compensation for their service on our Board. Mr. Peterson was compensated pursuant to a Letter Agreement described above in "—Transactions with Related Persons—Letter Agreement with Mr. Peterson." In accordance with the SEC’s executive compensation disclosure rules, Mr. Brown's compensation is reported in the 2023 Summary Compensation Table on page 76.

  47. Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | All Other Compensation ($) | Total ($) | | Lynn Peterson(3) | $— | $— | $— | $— | | Douglas Brooks | $127,000 | $198,567 | $— | $325,567 | | Susan Cunningham | $117,000 | $198,567 | $— | $315,567 | | Samantha Holroyd | $102,000 | $198,567 | $— | $300,567 | | Paul Korus | $102,000 | $198,567 | $— | $300,567 | | Kevin McCarthy | $102,000 | $198,567 | $— | $300,567 | | Anne Taylor | $117,000 | $198,567 | $— | $315,567 | | Cynthia Walker | $117,000 | $198,567 | $— | $315,567 | | Marguerite Woung-Chapman | $117,000 | $198,567 | $— | $315,567 |

  48. Director Compensation Table

    (1)For non-employee directors, includes annual cash retainer fees paid to each director and additional cash retainers for Board Chair, committee Chair, and committee service during the fiscal year. (2)Reflects the aggregate grant date fair value of restricted stock awards granted under our 2020 Long Term Incentive Plan in fiscal year 2023 computed in accordance with FASB ASC Topic 718. The grant date fair value for the restricted stock award is based on the closing price of our common stock of $143.37 on June 1, 2023, which was the grant date. In 2023, the Board made the determination that future director stock awards would be made at the time of the Company's annual meeting of shareholders, the number of shares awarded to each non-employee director (1,385) was determined based on the closing price of $137.18 on April 26, 2023, the date of the 2023 annual meeting of shareholders. The awards will vest on April 26, 2024. As of December 31, 2023, the foregoing stock awards were the only outstanding equity awards held by our non-employee directors. (3)As an employee, Mr. Peterson did not receive compensation for service as a director under our non-employee director compensation program. Instead, he was compensated pursuant to a Letter Agreement described above "—Transactions with Related Persons—Letter Agreement with Mr. Peterson."

  49. Director Compensation Table

    | 48 | | 2024 Proxy Statement |

  50. Director Compensation Table

    | Executive Officers |

  51. Director Compensation Table

    The Chord executive team, led by Mr. Brown, brings to the Company extensive experience in the oil and gas industry, deep knowledge of the Company's business, and differentiated and advanced skills in identification, acquisition and execution of resource opportunities. Set forth below is biographical information about each of the Company's current executive officers (our "Executive Officers"), other than Mr. Brown, who is also Director of the Company and whose information may be found above in “Proposal 1 - Election of Directors.” Mr. Henke and Mr. Robuck began serving as Executive Officers in 2024.

  52. Director Compensation Table

    | | MICHAEL H. LOU, 49 | | | | Executive Vice President, Chief Strategy Officer and Chief Commercial Officer Houston, Texas | | | EXPERIENCE •Over 25 years in the oil and gas industry •Chord Energy EVP and CFO (2022-2024) •Oasis Petroleum EVP and CFO (2011-2022); Oasis SVP, Finance (2009-2011) •President and Director of OMP GP LLC, the general partner of Oasis Midstream Partners LP (2017-2022) •Chief Financial Officer of various oil and gas companies (2006-2008) •Held positions of increasing responsibility, most recently as Director, at various investment banks (1997-2006) | | CHARITABLE, COMMUNITY AND INDUSTRY INVOLVEMENT •OneGoal Houston, Board of Directors •Host Committee of the Cystic Fibrosis Foundation's 65 Roses Charity in Houston BACKGROUND & EDUCATION •BS, Electrical Engineering, Southern Methodist University •Parents immigrated from China, and he speaks conversational Chinese |

  53. Director Compensation Table

    | 2024 Proxy Statement | | 49 |

  54. Director Compensation Table

    | | Executive Officers |

  55. Director Compensation Table

    | | SHANNON B. KINNEY, 49 | | | | Executive Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary Houston, Texas | | | EXPERIENCE •Vice President, Deputy General Counsel, Chief Compliance Officer and Corporate Secretary for ConocoPhillips •ConocoPhillips, positions of increasing responsibility (2012-2023) with particular focus on securities and governance, shareholder engagement, mergers and acquisitions, global compliance and ethics, and ESG •Deputy General Counsel and Corporate Secretary, TPC Group (2010-2012) •Attorney, Bracewell LLP (2006-2010) •Attorney, Hunton Andrews Kurth (2005-2006) | | CHARITABLE, COMMUNITY AND INDUSTRY INVOLVEMENT •Texas General Counsel Forum, Board of Directors (2017 - present) •Arms Wide Adoption Services, Board of Directors (2017 - present) •Society for Corporate Governance, Former Board Member (2018 - 2023) BACKGROUND & EDUCATION •BA, The University of Texas at Austin •Juris Doctorate, South Texas College of Law •Member, State Bars of Texas and New York |

  56. Director Compensation Table

    | | DARRIN J. HENKE, 57 | | | | Executive Vice President and Chief Operating Officer Houston, Texas | | | EXPERIENCE •President, CEO and Director of Ranger Oil Corporation (2020-2023) •CEO and Director, Gary Permian & Gary Petroleum Partners, LLC (2015-2020) •Vice President, Encana Corporation (2000-2015) •Engineering, operational and leadership roles with Burlington Resources, Venoco, and Santa Fe Snyder (1990-2000) | | CHARITABLE, COMMUNITY AND INDUSTRY INVOLVEMENT •Member, Society of Petroleum Engineers •Director, CO Chamber of Commerce (2008-present) •Past member, Board of Trustees, Texas Parks and Wildlife Foundation •Past member, governor-appointed CO Pollution Prevention Advisory Board BACKGROUND & EDUCATION •BS, Mechanical Engineering, Texas Tech University •Advanced Management, Duke University Fuqua School of Business •Licensed Professional Engineer in Colorado and Wyoming |

  57. Director Compensation Table

    | 50 | | 2024 Proxy Statement |

  58. Director Compensation Table

    | Executive Officers | |

  59. Director Compensation Table

    | | RICHARD ROBUCK, 49 | | | | Executive Vice President and Chief Financial Officer Houston, Texas | | | EXPERIENCE •Chord Energy Senior Vice President Planning and Investor Relations (2022-2024) •Oasis Petroleum Senior Vice President Finance and Treasurer (2017-2022), Vice President Finance (2014-2017), Director Finance (2010-2014) •Senior Vice President and Chief Financial Officer, Oasis Midstream Partners LP (2017-2022) •Vice President Finance / Investments (2005-2010) in telecom and alternative energy industries •Financial positions with increasing responsibility in energy banking, M&A, technology, and telecommunications (1997-2005) | | CHARITABLE, COMMUNITY AND INDUSTRY INVOLVEMENT •Former elder at local church (Strategic, Governance, and Finance Committees); leader of weekly Bible study (2011 - present) •Charitable giving focused on food security, education, justice, local and international ministries, and the arts BACKGROUND & EDUCATION •BBA, The University of Texas at Austin •MBA, Rice University |

  60. Director Compensation Table

    | 2024 Proxy Statement | | 51 |

  61. Director Compensation Table

    | PROPOSAL 2 | | | Advisory Vote to Approve Executive Compensation | | | Section 14A(a)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) requires that we provide our shareholders with the opportunity to vote to approve, on an advisory, non-binding basis, the compensation paid to our Named Executive Officers, as described in the CD&A section of this proxy statement, beginning on page 53. Although the vote is non-binding, we value continuing and constructive feedback from our shareholders on compensation and other important matters. The Board of Directors and the Compensation and Human Resources Committee will consider the voting results when making future compensation decisions. In accordance with the vote of the Company's shareholders in 2023 regarding the frequency of future advisory, non-binding votes to approve the compensation paid to our Named Executive Officers, the Board intends to hold this vote annually. In deciding how to vote on this proposal, we encourage you to review the CD&A and “2023 Executive Compensation” sections of this proxy statement for a detailed description of our executive compensation program. As described in the CD&A section, we designed our executive compensation in accordance with our philosophy of rewarding performance that supports our long-term strategy and achievement of our short-term goals. We also believe that our executive compensation program should help attract and retain the most qualified individuals in the oil and gas industry, align with shareholder interests and encourage individual accountability. In 2023, we believe that our executive compensation played a significant role in motivating and retaining a highly qualified executive team to deliver on the Company's strategic objectives and enhance returns for shareholders. It is the intention of the Compensation and Human Resources Committee that our Named Executive Officers be compensated competitively and consistent with our strategy, sound corporate governance principles, other companies in the same and closely related industries, and shareholder interests and concerns. We believe our compensation program is effective, appropriate, and strongly aligned with the interests of our shareholders. Text of the Resolution to be Adopted The Board is asking shareholders to vote “FOR” the following resolution: “RESOLVED, that the shareholders approve, on an advisory basis, the compensation philosophy, policies and procedures and the compensation of the Named Executive Officers as disclosed in this proxy statement pursuant to the compensation disclosure rules of the SEC, including the CD&A, the 2023 Summary Compensation Table and the other related tables and disclosures.” Vote Required The affirmative vote of a majority of the voting power of the shares present in person or represented by proxy and entitled to be voted on the proposal on the record date for determining shareholders entitled to vote on the proposal is required for approval of Proposal 2. If you own shares through a bank, broker or other holder of record, you must instruct your bank, broker or other holder of record how to vote in order for them to vote your shares so that your vote can be counted on this proposal. Broker non-votes will have no effect on the vote outcome and abstentions will have the same effect as a vote against this proposal. | | | | The Board of Directors unanimously recommends an advisory vote "FOR” the approval of the compensation of our named executive officers, as disclosed in this proxy statement pursuant to the compensation disclosure rules of the SEC. |

  62. Director Compensation Table

    | 52 | | 2024 Proxy Statement |

  63. Director Compensation Table

    | Executive Compensation Matters |

  64. Base Salary

    Base Salary For 2023, the Committee recommended, and the Board approved, increases to the base salaries of Messrs. Brown, Lou, and Rimer and increases to the target annual cash incentive award opportunities for Messrs. Brown and Rimer. For additional information, please see "—Base Salary" and "—Annual Incentive Compensation" below.

  65. Long-Term Incentives

    Long-Term Incentives During the compensation planning process, the Committee reviewed the long-term awards then outstanding to our Named Executive Officers, which were originally granted under legacy Whiting and Oasis plans. As a result of this review, the Committee approved 2023 grants of restricted stock units (the "2023 RSUs") to Messrs. Brown, Lou, and Rimer. These awards, which cliff-vest in January 2026, were intended to: •Enhance competitiveness by bringing total compensation for our Named Executive Officers in line with market compensation for their positions, recognizing the additional size and complexity of our company following the 2022 Merger. •Enhance retention by adding value at risk beyond the vesting date of the existing equity awards. •Enhance alignment with shareholders by rewarding our Named Executive Officers long-term share price performance. Please see the illustration under “—Overview of Outstanding Equity” below. The Committee considered peer data and Meridian’s recommendations in approving the 2023 RSU awards

  66. 2023 Compensation

    2023 Compensation In 2024, 72% of our CEO's target total compensation will be equity-based, with 67% of his equity compensation comprised of absolute TSR and relative TSR PSUs. His annual cash incentive opportunity, which is also performance-based, accounts for another 15% of his target total compensation. For additional information, please see "—Elements of Compensation" and "—Actions Taken for the 2024 Fiscal Year."

  67. Elements of Compensation

    Elements of Compensation The approximate allocation of the Company's direct compensation elements for the 2024 executive compensation program (consisting of base salary, annual performance-based cash incentives, PSUs based on absolute and relative TSR metrics, and time-based RSUs) is shown below.

  68. Elements of Compensation

    | COMPENSATION ELEMENTS | | | | CEO | OTHER NEOs | DESCRIPTION | | Base Salary | | | | | | •Fixed pay determined by position and level of responsibility •Competitively targeted within peer group | | Annual Performance-Based Cash Incentive | | | | | | •Aligns employees’ interest with those of shareholders •Payment made based on achievement of specified Company performance goals •Final payout subject to Board discretion •Target payout is percentage of salary, which varies by position | | Long-Term Equity-Based Compensation | | | | Absolute TSR PSUs | | | | | | •Contingent shares may be earned over 3-year periods depending upon TSR performance measured against specific premium return objectives •Promote alignment with shareholder interests by rewarding the absolute increase in TSR •Number of PSUs earned ranges from 0-300% of target | | Relative TSR PSUs | | | | | | •Contingent shares may be earned over 3-year periods depending upon relative TSR performance measured against a specified company peer group •Promote alignment with shareholder interests by rewarding shareholder returns compared to potential alternative investments •Number of PSUs earned ranges from 0-200% of target | | Time-Based RSUs | | | | | | •Contingent shares vest ratably over three years to promote retention of key executives •Value at-risk based on stock price performance | | Other Employee Benefits | | •Benefits available to all employees, including medical, dental, short- and long-term disability, health club subsidy, parking and 401(k) plan with employer matching of first 6% eligible compensation contributed |

  69. Best Practices in our Compensation Program

    | What We Do | What We Do Not Do | | Independent compensation consultant reports directly to the Committee Double-trigger change-in-control severance benefits Clawback Policy Robust stock ownership guidelines Annual Say-on-Pay vote Active Shareholder Engagement Limited perquisites Mitigation of undue risk | No tax gross-ups No defined benefit pension plans or nonqualified deferred compensation plans No dividends on unearned performance-based awards under our LTIP LTIP does not allow repricing of underwater stock options without shareholder approval No pledging, hedging, or short sales of our securities |

  70. Roles and Responsibilities

    Our executive compensation program is administered by the Committee, which is made up of independent directors. Each year, the Committee: •Annually reviews and recommends to the Board for approval the compensation of our CEO and makes the final determination of compensation to our other Named Executive Officers. •Makes critical decisions on competitive compensation levels, including program design, performance targets and associated peer groups, corporate and individual performance, and appropriate pay adjustments necessary to reflect short-and long-term performance. •Considers annual benchmark data provided by Meridian, receives feedback from our largest shareholders, and evaluates quarterly in-depth management reviews of ongoing corporate performance. •The Committee also has sole authority to retain, terminate, and obtain advice and assistance from a compensation consultant, external legal, accounting, and other advisors and consultants. The Committee conducts an annual review of, and has discretion to replace, the independent consultant.

  71. Roles and Responsibilities

    | | ROLE OF THE COMPENSATION CONSULTANT |

  72. Roles and Responsibilities

    The Committee’s charter grants the Committee the sole authority to retain, at our expense, outside consultants or experts to assist in its duties. The Committee engaged Meridian as its independent executive compensation consultant to advise it with respect to executive compensation matters during 2023, including development of the annual compensation peer group and an annual review and evaluation of our executive and director compensation packages relative to peers. Representatives from Meridian periodically meet with the Committee throughout the year and advise the Committee with regard to general trends in executive and director compensation, including: competitive benchmarking; incentive plan design; peer group selection; and other trends and developments affecting executive compensation. Prior to this engagement, the Committee reviewed Meridian's independence pursuant to Nasdaq standards and found Meridian to be independent and without conflicts of interest in providing services to the Committee. Meridian's independence is reviewed annually.

  73. Benchmarking and Peer Group

    Benchmarking and Peer Group In order to attract, motivate and retain talented executive officers, our executive compensation program is designed to be competitive with the types and ranges of compensation paid by peer companies who compete for the same executive talent. On an annual basis, the Committee reviews and discusses compensation data for our Named Executive Officers as compared to compensation data for similarly situated executive officers at peer companies selected by the Committee. Following the 2022 Merger, and in connection with the development of the 2023 compensation program, the Committee met with Meridian to select an executive compensation peer group that reflected the size and complexity of the combined company. The Committee approved the peer group identified below for 2023. The industry-specific companies that make up this peer group were selected primarily (i) based on their market capitalization, enterprise value, and asset size relative to the Company and (ii) because they potentially compete with the Company for executive-level talent. Likewise, in 2023, in connection with the development of the 2024 compensation program, the Committee met with Meridian and undertook a review of the 2023 compensation peer group. Ultimately, the Committee selected and approved the peer group identified below for 2024. PDC Energy, Inc. was removed from the peer group due to its acquisition by Chevron Corporation. Antero Resources Corporation and Chesapeake Energy Corporation were added to provide balance and additional weight among peers with larger enterprise values and market capitalizations than the Company.

  74. Benchmarking and Peer Group

    | 2023 Peer Group | | 2024 Peer Group | | •PDC Energy, Inc. | •California Resources Corporation •Callon Petroleum Company •Civitas Resources, Inc. •CNX Resources Corporation •Comstock Resources, Inc. •Magnolia Oil & Gas Corporation •Matador Resources Company •Murphy Oil Corporation •Permian Resources Corporation •Range Resources Corporation •SM Energy Co. •Southwestern Energy Company | •Antero Resources Corporation •Chesapeake Energy Corporation •Earthstone Energy, Inc. |

  75. Benchmarking and Peer Group

    | 62 | | 2024 Proxy Statement |

  76. Benchmarking and Peer Group

    | Executive Compensation Matters | |

  77. Consideration of 2023 Say-on-Pay Advisory Vote

    Consideration of 2023 Say-on-Pay Advisory Vote At our 2023 annual meeting, we held our most recent say-on-pay advisory vote, which resulted in 87.5% of votes cast approving the 2022 compensation of the Company's Named Executive Officers. Executive compensation in 2022 was atypical due to the 2022 Merger. Therefore, we believe it is relevant to note that at the 2022 annual meeting, over 98% of votes were cast to approve 2021 executive compensation. In 2023, as described under "2023 Long-Term Incentive Awards," we did not have a typical long-term incentive program in place. However, in late 2023, we established a comprehensive executive compensation program for 2024 that includes new long-term incentive awards in the form of performance-based absolute TSR PSUs, relative TSR PSUs, and time-based RSUs. In evaluating our executive compensation programs and designing our 2024 compensation program, the Committee considered the support expressed by shareholders and many other factors, including the Committee’s assessment of the interaction of our compensation program with our corporate business objectives, evaluations of our program by external consultants, and review of peer group company data. Also at our 2023 annual meeting, we recommended, and shareholders voted for, an annual advisory vote on executive compensation. Shareholder feedback is valuable to the Committee, and the Committee will analyze the results of say-on-pay advisory votes and the support expressed by shareholders in evaluating and designing our executive compensation programs.

  78. Year-round Engagement Informs Compensation Design and Awards

    | FEBRUARY •Approval of prior year performance-based cash incentive payouts •Set target compensation and performance targets for the current year | | | | • | | MARCH - APRIL •Publish Annual Proxy Statement detailing performance and compensation information for the prior year •Shareholder outreach; feedback shared with CHR Committee and Board | | | | • | | MAY •Annual Shareholder Meeting with annual Say on Pay vote •Quarterly review of current-year Company performance | | | | • | | JULY •Trends update and peer group assessment •Quarterly review of current-year Company performance | | | | • | | OCTOBER •Shareholder outreach •Compensation consultant benchmarks Executive Officer pay and reviews market trends for CHR Committee as it considers compensation program design changes for upcoming year •Review of market best practices and initial program design concept for upcoming year •Quarterly review of current-year Company performance | | | | • | | DECEMBER •Outreach feedback shared with CHR Committee and Board •Approval of program design for upcoming year •Review preliminary performance results for current-year Company performance | | | | • | | JANUARY - FEBRUARY •Additional performance reviews; feedback is given on prior year’s performance | |

  79. Base Salary

    Base Salary The Committee believes base salary is an important element of executive compensation because it provides executives with a base level of income that is critical for attraction and retention. The Committee annually reviews base salaries and conducts benchmarking, including competitive positioning relative to their peers in the compensation peer group, and performance reviews. In October 2022, following the 2022 Merger, the Committee worked with Meridian to evaluate the Company's executive compensation program for the newly combined company, including its compensation peer group. The Committee reviewed and discussed compensation data for our Executive Officers of the newly combined company as compared to compensation data for similarly situated executive officers at peer companies for the combined Chord organization. Ultimately, the Committee recommended, and the Board approved, increases to the base salaries and target annual cash incentive award opportunities (as a percentage of the officer's base salary) of our Executive Officers for 2023.

  80. Annual Incentive Compensation

    Annual Incentive Compensation The annual cash incentive opportunity provides the Named Executive Officers, as well as employees, with an incentive in the form of additional annual cash compensation to achieve overall business goals. Annual incentive opportunities granted pursuant to the Annual Incentive Compensation Plan are based on metrics and performance targets that are of primary importance to the Company during the coming year. Setting specific performance targets in advance helps establish important benchmarks, communicates our top priorities to our Named Executive Officers and employees, and motivates them to achieve and exceed those goals. Metrics are graded against a target performance level, but must meet a threshold level of performance or receive no credit for the metric. Each metric achieving at least threshold performance may receive from 50% credit (threshold) to 200% credit (maximum). Target achievement is equal to 100% credit for the metric. The Company rating is calculated based on the addition of the weighted metric scores. Finally, if absolute annual TSR is greater than 10%, a modifier of 1.1x is applied. If absolute annual TSR is less than -10%, a 0.9x modifier is applied. Payouts to Named Executive Officers are designed to be calculated by multiplying the Named Executive Officer's target opportunity by the Company rating (inclusive of any modifier described) as shown below.

  81. Annual Incentive Compensation

    | 2024 Proxy Statement | | 65 |

  82. Annual Incentive Compensation

    | | Executive Compensation Matters |

  83. Annual Incentive Compensation

    | Total of Weighted Metric Scores | | Modifier Based on Absolute Annual TSR | | Company Rating |

  84. Annual Incentive Compensation

    | Base Salary | | Target Opportunity | | Company Rating | | Payouts To Executives |

  85. Annual Incentive Compensation

    Final score certification and payout are at the discretion of the Committee. In October 2022, the Committee recommended, and the Board approved increases to the target annual cash incentive award opportunities for Messrs. Brown and Rimer to better align cash compensation with market. The table below sets forth the annual incentive opportunities for each of our Named Executive Officers for 2023 performance.

  86. Annual Incentive Compensation

    | | 2022 Cash Incentive Target (% Base Salary) | 2023 Cash Incentive Target (% Base Salary) | | Daniel E. Brown | 100% | 120% | | Michael H. Lou | 100% | 100% | | Charles J. Rimer | 90% | 100% | | Shannon B. Kinney | —% | 90% |

  87. Annual Incentive Compensation

    At the beginning of 2023, with input from Meridian, the Committee approved the 2023 annual performance-based cash incentive award program to reward achievement of our annual Company performance goals. For the 2023 annual performance-based cash incentive award program, the Company identified quantitative and qualitative performance goal metrics that reflect our strategy, including with respect to delivering improved ESG performance, generating free cash flow, operating efficiently, and exercising capital discipline, each with a pre-assigned weighting as set forth in the table below, to serve as a guideline for determining award payouts earned by our Named Executive Officers for 2023.

  88. Annual Incentive Compensation

    | 66 | | 2024 Proxy Statement |

  89. Annual Incentive Compensation

    | Executive Compensation Matters | |

  90. Annual Incentive Compensation

    | Category | Weighting | Metric Goals | | | | % Target Achieved | Weighted Results | | Quantitative Performance | | Threshold 50% | Target 100% | Above Target 150% | Maximum 200% | | | | Sustainability | | | | | | | | | Safety (TRIR) | | | | | | 158.0% | 15.8% | | Environment | | | | | | | | | Spills | | | | | | 55.0% | 5.5% | | Emissions | | | | | | | | | FCF Generation | | | | | | | | | EBITDAX ($MM)(1) | | | | | | 104.0% | 20.8% | | Expense Management (LOE + G&A) ($/boe)(2) | | | | | | 67.0% | 6.7% | | Capital Expenditures ($MM) | | | | | | 66.0% | 6.6% | | Profitability | | | | | | | | | F&D ($/boe)(3) | | | | | | 102.0% | 10.2% | | Quantitative Achievement | 70% | | | | | 93.7% | 65.6% | | Advancing Strategic Priorities | | | | | | | | | Strategic Priorities | | •Improve ESG performance, reporting •Robust return of capital, manage balance sheet •Develop organizational talent, culture •Build Scale and inventory accretively | | | | 110.0% | 33.0% | | Qualitative Achievement | 30% | | | | | 110.0% | 33.0% | | FINAL OUTCOME | | | | | | | | | Total Scorecard | | | | | | | 98.6% | | Absolute TSR Modifier(4) | | | | | | | 110.0% | | TOTAL | | | | | | | 108.5% |

  91. Annual Incentive Compensation

    (1)EBITDAX, also referred to as Adjusted EBITDA, is a non-GAAP financial measure. The Company defines EBITDAX as earnings before interest expense, income taxes, depreciation, depletion and amortization, merger costs, exploration expenses and impairment expenses and other similar non-cash or non-recurring charges. EBITDAX for purposes of the 2023 annual performance-based cash incentive award program excludes distributions from investment in

  92. Annual Incentive Compensation

    | 2024 Proxy Statement | | 67 |

  93. Annual Incentive Compensation

    | | Executive Compensation Matters |

  94. Annual Incentive Compensation

    unconsolidated affiliate of $10.8 million. See “Non-GAAP Financial Measures” in the Company’s earnings release furnished as exhibit 99.1 to the Current Report on Form 8-K filed with the SEC on February 21, 2024 for additional information on Adjusted EBITDA, including a reconciliation to the most directly comparable financial measures under US GAAP. (2)Cash G&A is a non-GAAP financial measure. The Company defines Cash G&A as total general and administrative (“G&A”) expenses less G&A expenses directly attributable to the merger of equals with Whiting, non-cash equity-based compensation expenses and other non-cash charges. See “Non-GAAP Financial Measures” in the Company’s earnings release furnished as exhibit 99.1 to the Current Report on Form 8-K filed with the SEC on February 21, 2024 for additional information on Cash G&A, including a reconciliation to the most directly comparable financial measures under US GAAP. (3)Finding and development (“F&D”) represents the net operated drilling and completion costs for wells brought to production in 2023 divided by the net EUR of those wells. (4)The Company achieved an annual absolute TSR result greater than 10% resulting in a positive 10% modifier applied to the total scorecard results. As shown in the table above, weighted results across the metrics produced a total scorecard rating of 98.6%. Applying the TSR modifier multiple of 1.1x led to a final rating of 108.5%. Therefore, for 2023, the Committee approved, and our Named Executive Officers received, payment of the performance-based cash incentive awards at 108.5% of their 2023 cash incentive targets, in the amounts set forth below.

  95. Annual Incentive Compensation

    | | 2023 Target Annual Incentive Award | 2023 Actual Annual Incentive Award | | Daniel E. Brown | $1,020,000 | $1,106,700 | | Michael H. Lou | $500,000 | $542,500 | | Charles J. Rimer | $500,000 | $542,500 | | Shannon B. Kinney(1) | $197,655 | $214,455 |

  96. Annual Incentive Compensation

    (1)Ms. Kinney's annual incentive award was pro-rated for the period from July 18, 2023 through December 31, 2023.

  97. 2023 Long-Term Incentive Awards

    2023 Long-Term Incentive Awards Our 2023 long-term incentive program was not indicative of a typical year for us. As described under "—Actions Taken for the 2024 Fiscal Year," the Company has established and implemented a long-term incentive program for 2024, which consists of grants of absolute TSR and relative TSR PSUs, as well as time-vested RSUs. For 2023, instead of making awards pursuant to a similar program, the Committee reviewed the awards then outstanding to Executives, which were originally granted under legacy Whiting and Oasis plans, and made recommendations to supplement the existing incentives with the 2023 RSU awards described below. In the Fall of 2022, the Committee analyzed and evaluated the Company's executive compensation program, including the outstanding equity awards. The Committee considered the completed 2022 Merger and the increased size and complexity of the combined company. As a result, the Committee recommended, and the Board approved, the grants of the 2023 RSUs to Messrs. Brown, Lou, and Rimer. The 2023 RSU awards, which cliff vest in January 2026, were intended to bring total compensation for our Named Executive Officers in line with market compensation for their positions and to be retentive by adding value at a vesting date beyond the vesting periods for the existing awards. Please see the illustration under "—Overview of Outstanding Equity" below. The Committee considered peer data and Meridian's recommendations in approving the 2023 RSU awards. At the beginning of 2023, our Named Executive Officers (except for Ms. Kinney) received the 2023 RSUs in the amounts set forth below, which 2023 RSUs will cliff vest on January 1, 2026, the third anniversary of the grant date, subject to the applicable Named Executive Officer's continued employment through until such date.

  98. 2023 Long-Term Incentive Awards

    | 68 | | 2024 Proxy Statement |

  99. 2023 Long-Term Incentive Awards

    | Executive Compensation Matters | |

  100. 2023 Long-Term Incentive Awards

    | | 2023 RSUs Granted (#) | Approximate Grant Date Fair Value | | Daniel E. Brown | 7,347 | $1,000,000 | | Michael H. Lou | 3,673 | $500,000 | | Charles J. Rimer | 12,490 | $1,700,000 |

  101. 2023 Long-Term Incentive Awards

    Ms. Kinney joined the Company in July 2023 and received an award of 19,882 RSUs on August 1, 2023, in connection with the start of her service as Executive Vice President, General Counsel and Corporate Secretary of the Company. Ms. Kinney's award vests in three equal installments on the first, second, and third anniversaries of the grant date, subject to her continued employment through until such date.

  102. Overview of Outstanding Equity

    | | 2021 | 2022 | 2023 | 2024 | 2025 | 2026 | | | Legacy Long-Term Incentive Awards Outstanding as of December 31, 2022 (Brown and Lou) | | | | | | | 2021 RSUs | | 25% vested | 25% vests | 25% vests | 25% vests | | | 2021 LSUs(1) | Earned at 300% in connection with 2022 Merger | | | Cliff vests in 2024 | Cliff vests in 2025 | | | 2021 PSUs (Peer Group) | Earned at 121.875% in connection with 2022 Merger | | 50% vests on 12/31/2023 | 50% vests on 12/31/2024 | | | | 2021 PSUs (Index) | Earned at 200% in connection with 2022 Merger | | 50% vests on 12/31/2023 | 50% vests on 12/31/2024 | | | | | Legacy Long-Term Incentive Awards Outstanding as of December 31, 2022 (Rimer) | | | | | | | 2021 RSUs | | 33.3% vested | 33.3% vests | 33.3% vests | | | | 2021 RSUs | | | | | | Cliff vests in 2026 | | 2022 RSUs | | | 33.3% vests | 33.3% vests | 33.3% vests | | | 2021 PSUs | Earned at 200% in connection with 2022 Merger | | Cliff vests on 12/31/2023 | | | | | 2022 PSUs | Earned at 100% in connection with 2022 Merger | | | Cliff vests on 12/31/24 | | | | | Long-Term Incentive Awards Granted in 2023 | | | | | | | 2023 RSUs (Brown, Lou, Rimer)(2) | | | | | | Cliff vests in 2026 | | 2023 RSUs (Ms. Kinney only)(3) | | | | 33.3% vests | 33.3% vests | 33.3% vests |

  103. Employment Agreements

    Employment Agreements We have maintained employment agreements with Messrs. Brown, Lou, and Rimer (collectively, the “Employment Agreements”) in order to provide market-competitive compensation arrangements that attract and retain talent. The Employment Agreements contain certain restrictive covenants, including restrictions on the disclosure or use of confidential information. The Employment Agreements also provide for certain severance and change in control benefits, as described below in “—Potential Payments Upon Termination or Change in Control.” As disclosed below, following the end of the initial term of the Employment Agreements, we expect that Messrs. Brown and Lou will no longer be parties to their respective Employment Agreements but will instead be participants in the Executive Severance Plan, which will govern any potential severance benefits they may be entitled to. Mr. Rimer’s Employment Agreement was terminated upon his retirement.

  104. Actions Taken for the 2024 Fiscal year

    Actions Taken for the 2024 Fiscal year Following the 2022 Merger, the Board focused on overseeing the integration of the newly combined companies. In 2023, the Committee prioritized developing a comprehensive performance-based executive compensation program for the Company and established, for 2024, a program aligned with the compensation philosophy described above. The Committee worked extensively with Meridian to design the 2024 executive compensation program. The Committee reviewed and discussed compensation data for our Executive Officers as compared to compensation data for similarly situated executive officers at peer companies selected by the Committee (set forth above under "—Benchmarking and Peer Group"), and ultimately, approved the program described below.

  105. 2024 Base Salary and Target Cash Incentive Opportunity

    2024 Base Salary and Target Cash Incentive Opportunity The Committee approved an increase to Mr. Lou's base salary and otherwise held flat salaries and target annual cash incentive award opportunities (as a percentage of the officer's base salary) of our Named Executive Officers who remain employed during 2024.

  106. 2024 Base Salary and Target Cash Incentive Opportunity

    | | 2023 Base Salary | 2024 Base Salary | 2023 Cash Incentive Target (% Base Salary) | 2024 Cash Incentive Target (% Base Salary) | | Daniel E. Brown | $850,000 | $850,000 | 120% | 120% | | Michael H. Lou | $500,000 | $550,000 | 100% | 100% | | Shannon B. Kinney | $480,000 | $480,000 | 90% | 90% |

  107. 2024 Annual Performance-Based Cash Incentive Award

    2024 Annual Performance-Based Cash Incentive Award At the beginning of 2024, with input from Meridian and after reviewing peer company and industry data, the Committee approved the 2024 annual performance-based cash incentive award program to reward achievement of our annual Company performance goals. For the 2024 annual performance-based cash incentive award program, the Company identified quantitative and qualitative performance goal metrics that reflect our strategy, including delivering improved ESG performance, generating free cash flow, operating efficiently, and exercising capital discipline, each with a pre-assigned weighting to serve as a guideline for determining award payouts earned by our Named Executive Officers for 2024. The Committee did not make material changes to the structure of the program for 2024.

  108. 2024 Long-Term Incentive Awards

    2024 Long-Term Incentive Awards In late 2023, the Committee approved the structure of the Company's 2024 long-term incentive award program, which is made up of time-based RSU awards and absolute and relative TSR PSU awards pursuant to the 2020 LTIP. The following table sets forth the relative mix of such awards among our Named Executive Officers.

  109. 2024 Long-Term Incentive Awards

    | | Percent of Equity Awarded (CEO) | Performance or Vesting Measures | Percent of Equity Awarded (Other NEOs) | Performance or Vesting Period | | Performance Share Units | 16.75% | Absolute TSR | 15% | 3 years | | | 50.25% | Relative TSR | 45% | 3 years | | Restricted Stock Units | 33% | Time Vest | 40% | 3 years |

  110. 2024 Long-Term Incentive Awards

    | 72 | | 2024 Proxy Statement |

  111. 2024 Long-Term Incentive Awards

    | Executive Compensation Matters | |

  112. 2024 Long-Term Incentive Awards

    As shown above, this program ties 67% of our CEO's equity opportunity, and 60% of our other Named Executive Officers, directly to shareholder returns, creating significant alignment of management and shareholder rewards.

  113. Absolute TSR PSUs

    Absolute TSR PSUs Absolute TSR PSUs are contingent shares that can be earned over three years depending upon the TSR performance of the Company’s common stock measured against specific return objectives. These PSUs are designed to promote alignment with shareholder interests by rewarding executives for absolute TSR performance. These awards cliff vest after three years. The number of absolute TSR PSUs earned over the three-year performance period could range from 0 to 300% of initial PSUs awarded, based on performance. If the number of PSUs earned exceeds 100% of initial PSUs awarded, then such excess earned PSUs will be settled in cash, rather than shares of the Company's common stock.

  114. Relative TSR PSUs

    Relative TSR PSUs Relative TSR PSUs are contingent shares that can be earned over three years depending upon the Company’s relative TSR performance in comparison to a pre-determined set of companies and indices. These PSUs are designed to promote alignment with shareholder interests by rewarding executives for shareholder returns measured against potential alternative investments. These awards cliff vest after three years. The number of Relative TSR PSUs earned over the three-year performance periods could range from 0 to 200% of target, based on performance. If the number of PSUs earned exceeds 100% of initial PSUs awarded, then such excess earned PSUs will be settled in cash, rather than shares of the Company's common stock.

  115. Restricted Stock Units

    Restricted Stock Units RSUs are contingent shares that vest ratably on each of the first, second, and third anniversaries of the grant date in order to promote retention of our executive team. The RSUs are designed to reward our Named Executive Officers for long-term share performance and encourage executive retention while incentivizing absolute performance that is aligned with shareholder interests. The combination of the PSUs and the RSUs, along with our stock ownership guidelines described under "—Stock Ownership Guidelines," provides a comprehensive package of long-term compensation incentives for our Named Executive Officers that align their interests with those of our long-term shareholders. The Committee will continue to monitor the design effectiveness of the Company's executive compensation structure, including the long-term incentive awards, in achieving the desired result.

  116. 2024 Pay Mix

    2024 Pay Mix We view the various components of our compensation program as distinct but related, and we emphasize “pay for performance” by structuring our program so that a significant portion of our executive officers' total compensation is "at risk" and tied to the Company's long- and short-term financial, operational and strategic goals. The charts below illustrate the relationship of the elements of our executive compensation structure to each other. As the charts indicate, a majority of the 2024 target total compensation for each of our Named Executive Officers is considered to be “at risk,” which means that such compensation is based on achievement with respect to performance metrics that are tied to certain of the Company’s long-term and short-term financial, operational and strategic goals. The annual performance-based cash incentives, absolute TSR PSUs, and relative TSR PSUs are deemed to be “at risk” because they are subject to such performance metrics. If a certain level of performance is not achieved with respect to such performance metrics, it is possible that our executives will not earn any compensation with respect to such annual performance-based cash incentives and PSUs.

  117. 2024 Pay Mix

    Base salary is not deemed to be “at risk” because it is not subject to specified performance metrics. RSUs are not "at risk" in the same way that the annual performance-based cash incentives and PSUs are because the executives will vest in them after a certain period. However, the value of the RSUs is "at risk" as it depends on the Company's stock price, and thus, performance.

  118. 2024 Executive Severance Plan

    2024 Executive Severance Plan On February 20, 2024, the Board adopted the Chord Energy Corporation Executive Severance Plan (the “Executive Severance Plan”). We expect that each of our Named Executive Officers will participate in the Executive Severance Plan and will cease to participate in any other severance plan or agreement currently applicable to such individual (including, for Messrs. Brown and Lou, their employment agreements). For more information on the Executive Severance Plan, please see the description contained in Item 9B of our Annual Report on Form 10-K that was filed with the SEC on February 26, 2024, as well as the copy of the Executive Severance Plan that was filed as Exhibit 10.25 to such Annual Report on Form 10-K.

  119. 2024 Executive Severance Plan

    | 74 | | 2024 Proxy Statement |

  120. 2024 Executive Severance Plan

    | Executive Compensation Matters | |

  121. 2023 Summary Compensation Table

    2023 Summary Compensation Table The following table sets forth information concerning the annual compensation for services provided to us by our Named Executive Officers during the fiscal year ended December 31, 2023 and, to the extent required by applicable SEC disclosure rules, during the fiscal years ended December 31, 2022 and 2021. Mr. Rimer joined the Company as its Executive Vice President and Chief Operating Officer on July 1, 2022, upon completion of the 2022 Merger, and he served in that capacity through December 31, 2023. Unless otherwise noted, compensation presented in the Summary Compensation Table with respect to Mr. Rimer only reflects compensation by Chord for the period from July 1, 2022 to December 31, 2023. Ms. Kinney joined the Company as its Executive Vice President, General Counsel and Corporate Secretary on July 18, 2023. Unless otherwise noted, compensation presented in the Summary Compensation Table with respect to Ms. Kinney only reflects compensation by Chord for the period from July 18, 2023 to December 31, 2023. As described previously in the CD&A, Mr. Lou served as Executive Vice President and Chief Financial Officer during 2023. Mr. Lou was appointed as Executive Vice President, Chief Strategy Officer and Chief Commercial Officer, effective March 4, 2024.

  122. 2023 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | | Daniel E. Brown Chief Executive Officer | 2023 | $850,000 | $— | $1,005,143 | $1,106,700 | $23,808 | $2,985,651 | | | 2022 | $641,687 | $688,500 | $— | $510,000 | $22,308 | $1,862,495 | | | 2021 | $432,790 | $— | $14,225,450 | $432,790 | $18,315 | $15,109,345 | | Michael H. Lou Executive Vice President, Chief Strategy Officer and Chief Commercial Officer (Served as Chief Financial Officer during 2023) | 2023 | $500,000 | $— | $502,503 | $542,500 | $23,808 | $1,568,811 | | | 2022 | $458,356 | $337,500 | $— | $382,500 | $22,308 | $1,200,664 | | | 2021 | $451,257 | $— | $5,541,467 | $450,000 | $21,408 | $6,464,132 | | Shannon B. Kinney Executive Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary | 2023 | $210,462 | $212,700 | $3,130,023 | $214,455 | $9,758 | $3,777,398 | | Charles J. Rimer Former Executive Vice President and Chief Operating Officer | 2023 | $500,000 | $— | $1,708,757 | $542,500 | $2,023,808 | $4,775,065 | | | 2022 | $233,462 | $337,500 | $— | $— | $2,004 | $572,966 |

  123. 2023 Summary Compensation Table

    (1)Reflects the base salary earned by each Named Executive Officer during the fiscal year indicated (or applicable portion thereof).

  124. 2023 Summary Compensation Table

    | 76 | | 2024 Proxy Statement |

  125. 2023 Summary Compensation Table

    | Executive Compensation Matters | |

  126. 2023 Summary Compensation Table

    (2)For 2023, the amount reported for Ms. Kinney reflects the signing bonus she received in connection with her appointment as Executive Vice President, General Counsel and Corporate Secretary. For 2022, amounts reported reflect annual cash incentive award payments earned for the period from July 1, 2022 to December 31, 2022. The 2022 Merger Agreement stipulated that such cash incentive payments would be set at 150% of target for such period. Messrs. Brown, Lou, and Rimer recommended, and the Board approved, a reduction in their payments to 135% of target, taking into account the Company's safety performance for the period. (3)For 2023, the amounts reported in this column represent the aggregate grant date fair value, determined in accordance with FASB ASC Topic 718, excluding the effects of estimated forfeitures, of RSUs awarded in 2023 under the 2020 LTIP and, with respect to Mr. Rimer's award only, the assumed Whiting Equity Incentive Plan. The discussion of the assumptions used in calculating the aggregate grant date fair value of the RSU awards can be found in Note 16 of the Notes to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. (4)The amounts included in this column reflect the amount of the 2023 performance-based cash incentive amounts earned by each of Messrs. Brown, Lou, and Rimer and Ms. Kinney based upon the Company’s achievement of the performance metrics outlined above. For additional information on the amounts earned by the Named Executive Officers, please see “Compensation Discussion and Analysis—2023 Compensation—Annual Incentive Compensation." (5)The following items are reported in the “All Other Compensation” column for fiscal year 2023:

  127. 2023 Summary Compensation Table

    | Name | Severance Payment(a) | Parking | 401(k) Plan Match | Total | | Daniel E. Brown | $— | $4,008 | $19,800 | $23,808 | | Michael H. Lou | $— | $4,008 | $19,800 | $23,808 | | Shannon B. Kinney | $— | $2,004 | $7,754 | $9,758 | | Charles J. Rimer | $2,000,000 | $4,008 | $19,800 | $2,023,808 |

  128. 2023 Summary Compensation Table

    (a)Amount in this column represents the severance payments earned by Mr. Rimer in connection with his retirement.

  129. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table sets forth information concerning grants of plan-based awards to each of our 2023 Named Executive Officers, during fiscal year 2023, under the Company's Annual Incentive Compensation Plan, 2020 LTIP, and, with respect to Mr. Rimer only, the Whiting Equity Incentive Plan.

  130. Grants of Plan-Based Awards

    | Name | Grant Date | Approval Date | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | All Other Stock Awards: Number of Shares of Stock or Units(3) | Grant Date Fair Value of Stock and Option Awards(4) | | | | | Threshold(2) | Target | Maximum | | | | Brown | | | $510,000 | $1,020,000 | $2,040,000 | | | | | 1/1/2023 | 12/8/2022 | | | | 7,347 | $1,005,143 | | Lou | | | $250,000 | $500,000 | $1,000,000 | | | | | 1/1/2023 | 12/8/2022 | | | | 3,673 | $502,503 | | Kinney(5) | | | $216,000 | $432,000 | $864,000 | | | | | 8/1/2023 | 7/14/2023 | | | | 19,882 | $3,130,023 | | Rimer | | | $250,000 | $500,000 | $1,000,000 | | | | | 1/1/2023 | 12/8/2022 | | | | 12,490 | $1,708,757 |

  131. Grants of Plan-Based Awards

    (1)Amounts reflect performance-based cash incentive amounts granted under our 2023 incentive compensation program during fiscal year 2023 assuming threshold, target and maximum performance achievement. (2)Threshold payout reflects 50% performance rating, but if threshold performance is not reached, the payout amount would be $0. (3)Reflects RSUs granted under our 2020 LTIP that are scheduled to vest on the third anniversary of the grant date, in the case of Messrs. Brown, Lou, and Rimer, and over a three-year period on each of the first three anniversaries of

  132. Grants of Plan-Based Awards

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  133. Grants of Plan-Based Awards

    | | Executive Compensation Matters |

  134. Grants of Plan-Based Awards

    the grant date, in the case of Ms. Kinney, and in each case subject to the Named Executive Officer’s continued employment through the applicable date of grant. (4)Reflects the aggregate grant date fair value of RSU awards granted under our 2020 LTIP in 2023, computed in accordance with FASB ASC Topic 718. For fiscal year 2023, the grant date fair value for RSUs is based on the closing price of our common stock on December 30, 2022, the last trading day preceding the grant date of January 1, 2023, (or, for Ms. Kinney, August 1, 2023, the grant date) for those awards, which was $136.81 per share (or, for Ms. Kinney, $157.43). (5)Ms. Kinney joined the Company on July 18, 2023, and was eligible to receive an incentive payment for the period from July 18, 2023 to December 31, 2023. The amounts earned by Ms. Kinney can be found in the "Non-Equity Incentive Plan Compensation" column of the Summary Compensation Table for the period from July 18, 2023 to December 31, 2023.

  135. Outstanding Equity Awards at 2023 Fiscal Year End

    Outstanding Equity Awards at 2023 Fiscal Year End The following table sets forth information concerning outstanding equity awards that were held by each of our 2023 Named Executive Officers as of December 31, 2023. Pursuant to the terms of the awards, level of performance under outstanding PSU and LSU awards, for all periods, was established immediately prior to the closing of the 2022 Merger. Therefore, unvested shares associated with those awards are reflected in the column titled "Number of Shares of Stock That Have Not Vested" in the table below, rather than in the column relating to "Unearned Shares."

  136. Outstanding Equity Awards at 2023 Fiscal Year End

    | | Stock Awards | | | | | Name | Number of Shares of Stock That Have Not Vested (#)(1) | Market Value of Shares of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares that Have Not Vested (#) | Equity Incentive Plan Awards: Market Value of Unearned Shares That Have Not Vested ($) | | Daniel E. Brown | 282,980 | $47,039,765 | — | $— | | Michael H. Lou | 167,454 | $27,835,878 | — | $— | | Shannon B. Kinney | 19,882 | $3,304,985 | | | | Charles J. Rimer(3) | 0 | $— | — | $— |

  137. Outstanding Equity Awards at 2023 Fiscal Year End

    (1)Amounts reflected in this column represent the following unvested RSU awards as of December 31, 2023.

  138. Outstanding Equity Awards at 2023 Fiscal Year End

    | Name | Original Award | Number Unvested on 12/31/2023 | Remaining Vesting Dates | | Daniel E. Brown | 2021 RSU | 21,988 | April 13, 2024 and April 13, 2025 | | | 2023 RSU | 7,347 | January 1, 2026 | | (a) | 2021 3-Year LSU | 111,876 | April 15, 2024 | | (a) | 2021 4-Year LSU | 111,876 | April 15, 2025 | | (b) | 2021 Peer rTSR PSU | 13,400 | December 31, 2024 | | (c) | 2021 Index rTSR PSU | 16,493 | December 31, 2024 | | Michael H. Lou | 2021 RSU | 13,816 | January 18, 2024 and January 18, 2025 | | | 2023 RSU | 3,673 | January 1, 2026 | | (a) | 2021 3-Year LSU | 65,592 | January 15, 2024 | | (a) | 2021 4-Year LSU | 65,592 | January 15, 2025 | | (b) | 2021 Peer rTSR PSU | 8,419 | December 31, 2024 | | (c) | 2021 Index rTSR PSU | 10,362 | December 31, 2024 | | Shannon B. Kinney | 2023 RSU | 19,882 | August 1, 2024, August 1, 2025, and August 1, 2026 |

  139. Outstanding Equity Awards at 2023 Fiscal Year End

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  140. Outstanding Equity Awards at 2023 Fiscal Year End

    | Executive Compensation Matters | |

  141. Outstanding Equity Awards at 2023 Fiscal Year End

    (a)In connection with the change in control that occurred at the closing of the 2022 Merger, and pursuant to the terms of the award agreement, the performance periods were deemed satisfied, and the Oasis Committee certified the achievement level of the 3-Year and 4-Year performance awards ("LSUs") (for all performance periods) at the maximum level, based on actual performance through the change in control date. The awards now vest on the date representing the end of the original grant cycle, subject to the employee's continued service through the applicable date. (b)In connection with the change in control that occurred at the closing of the 2022 Merger, and pursuant to the terms of the award agreement, the performance periods were deemed satisfied, and the Oasis Committee certified the achievement level of the Peer Group relative TSR PSUs (for all performance periods) at 121.875% of target, based on actual performance through the change in control date. The awards now vest ratably on dates that originally represented the end of a performance cycle, subject to the employee's continued service through the applicable date. (c)In connection with the change in control that occurred at the closing of the 2022 Merger, and pursuant to the terms of the award agreement, the performance periods were deemed satisfied, and the Oasis Committee certified the achievement level of the Index relative TSR PSUs (for all performance periods) at the maximum level, based on actual performance through the change in control date. The awards now vest ratably on dates that originally represented the end of a performance cycle, subject to the employee's continued service through the applicable date. (2)Amounts reflected in this column represent the market value of our common stock underlying the unvested RSU awards held by our Named Executive Officers, in each case, computed based on the closing price of our common stock on December 29, 2023, the last trading day of 2023, which was $166.23 per share. (3)All of the outstanding awards held by Mr. Rimer vested on December 31, 2023 upon his retirement, pursuant to the terms of his employment agreement.

  142. 2023 Options Exercised and Stock Vested

    2023 Options Exercised and Stock Vested The following table sets forth information concerning equity awards held by each of our 2023 Named Executive Officers that vested during the fiscal year ended December 31, 2023. None of our 2023 Named Executive Officers hold stock option awards.

  143. 2023 Options Exercised and Stock Vested

    | | | Stock Awards | | | Name | | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Daniel E. Brown | RSU(1) | 10,994 | $1,564,666 | | | PSU(2)(3) | 13,400 | $2,227,482 | | | PSU(4)(5) | 16,493 | $2,741,631 | | Michael H. Lou | RSU(6) | 6,908 | $939,764 | | | PSU(3)(7) | 8,419 | $1,399,490 | | | PSU(4)(8) | 10,362 | $1,722,475 | | Charles J. Rimer | RSU(9) | 4,710 | $655,607 | | | RSU(10) | 1,578 | $243,266 | | | RSU(11) | 39,527 | $6,655,741 | | | PSU(12) | 42,447 | $7,722,952 | | Shannon B. Kinney | | — | $— |

  144. 2023 Options Exercised and Stock Vested

    (1)Reflects one-third of the award of restricted stock Mr. Brown received on April 13, 2021, which vested pursuant to its terms on April 13, 2023. The value realized by Mr. Brown upon vesting of the restricted stock award was computed based on the closing price of our common stock on April 13, 2023, the applicable vesting date, which was $142.32. (2)Reflects one-half of the award of peer group relative TSR PSUs Mr. Brown received on April 13, 2021, which vested on December 31, 2023. The value realized by Mr. Brown upon vesting of the PSUs was computed based on the closing price of our common stock on December 29, 2023, the last trading day preceding the vesting date, which was $166.23. (3)In connection with the change in control that occurred at the closing of the 2022 Merger, and pursuant to the terms of the award agreement, the performance periods were deemed satisfied, and the Oasis Committee certified the achievement level of the Peer Group relative TSR PSUs (for all performance periods) at 121.875% of target, based on actual performance through the change in control date. The awards now vest ratably on dates that originally

  145. 2023 Options Exercised and Stock Vested

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  146. 2023 Options Exercised and Stock Vested

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  147. 2023 Options Exercised and Stock Vested

    represented the end of a performance cycle, subject to the employee's continued service through the applicable date. (4)Reflects one-half of the award of index relative TSR PSUs Mr. Brown received on April 13, 2021, which vested on December 31, 2023. The value realized by Mr. Brown upon vesting of the PSUs was computed based on the closing price of our common stock on December 29, 2023, the last trading day preceding the vesting date, which was $166.23. (5)In connection with the change in control that occurred at the closing of the 2022 Merger, and pursuant to the terms of the award agreement, the performance periods were deemed satisfied, and the Oasis Committee certified the achievement level of the Index relative TSR PSUs (for all performance periods) at the maximum level, based on actual performance through the change in control date. The awards now vest ratably on dates that originally represented the end of a performance cycle, subject to the employee's continued service through the applicable date. (6)Reflects one-third of the award of restricted stock Mr. Lou received on January 18, 2021, which vested pursuant to its terms on January 18, 2023. The value realized by Mr. Lou upon vesting of the restricted stock award was computed based on the closing price of our common stock on January 18, 2023, the applicable vesting date, which was $136.04. (7)Reflects one-half of the award of peer group relative TSR PSUs Mr. Lou received on January 18, 2021, which vested on December 31, 2023. The value realized by Mr. Lou upon vesting of the PSUs was computed based on the closing price of our common stock on December 29, 2023, the last trading day preceding the vesting date, which was $166.23. (8)Reflects one-half of the award of index relative TSR PSUs Mr. Lou received on January 18, 2021, which vested on December 31, 2023. The value realized by Mr. Lou upon vesting of the PSUs was computed based on the closing price of our common stock on December 29, 2023, the last trading day preceding the vesting date, which was $166.23. (9)Reflects one-third of the award of restricted stock Mr. Rimer received on February 2, 2021, which vested pursuant to its terms on January 4, 2023. The value realized by Mr. Rimer upon vesting of the restricted stock award was computed by (i) multiplying the number of shares subject to such awards by the closing price of our common stock on January 4, 2023, the applicable vesting date, which was $128.37, and adding (ii) $6.25 per share of Whiting stock originally subject to such converted awards pursuant to the terms of the 2022 Merger Agreement. (10)Reflects one-third of the award of restricted stock Mr. Rimer received on January 31, 2022, which vested pursuant to its terms on January 31, 2023. The value realized by Mr. Rimer upon vesting of the restricted stock award was computed by (i) multiplying the number of shares subject to such awards by the closing price of our common stock on January 31, 2023, the applicable vesting date, which was $143.33, and adding (ii) $6.25 per share of Whiting stock originally subject to such converted awards pursuant to the terms of the 2022 Merger Agreement. (11)Reflects awards of restricted stock Mr. Rimer received on February 2, 2021, January 31, 2022, and January 1, 2023 which vested on December 31, 2023 in connection with Mr. Rimer's retirement pursuant to the terms of his employment agreement. The value realized by Mr. Rimer upon vesting of the restricted stock award was computed by (i) multiplying the number of shares subject to such awards by the closing price of our common stock on December 29, 2023, the last trading day preceding the vesting date, which was $166.23, and adding (ii) $6.25 per share of Whiting stock originally subject to such converted awards pursuant to the terms of the 2022 Merger Agreement. (12)Reflects awards of PSUs Mr. Rimer received on February 2, 2021 and January 31, 2022, which vested on December 31, 2023 in connection with Mr. Rimer's retirement pursuant to the terms of his employment agreement. The value realized by Mr. Rimer upon vesting of the restricted stock award was computed by (i) multiplying the number of shares subject to such awards by the closing price of our common stock on December 29, 2023, the last trading day preceding the vesting date, which was $166.23, and adding (ii) $6.25 per share of Whiting stock originally subject to such converted awards pursuant to the terms of the 2022 Merger Agreement.

  148. 2023 Options Exercised and Stock Vested

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  149. 2023 Options Exercised and Stock Vested

    | Executive Compensation Matters | |

  150. Potential Payments Upon Termination and Change in Control

    Potential Payments Upon Termination and Change in Control The following disclosures discuss the payments and benefits that each of our 2023 Named Executive Officers who are current officers of the Company would have been eligible to receive upon certain termination events, assuming that each such termination occurred on December 31, 2023. As a result, the payments and benefits disclosed represent what would have been due and payable to such 2023 Named Executive Officers under the applicable agreements and plans in existence between each Named Executive Officer and the Company as of December 31, 2023; this disclosure does not reflect any changes to such agreements or plans, or new agreements or plans adopted, after December 31, 2023, unless specifically stated.

  151. Pay Ratio

    Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of our principal executive officer. For 2023, our last completed fiscal year: •The median of the annual total compensation of all employees of the Company (other than the CEO) was $143,742; and •The annual total compensation of our CEO, calculated as discussed above, was $2,985,651. •Based on this information, for 2023 the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all employees was reasonably estimated to be 20.8 to 1. To identify the median of the annual total compensation of all our employees, as well as to determine the annual total compensation of our median employee and our CEO, we took the following steps: •We determined that, as of December 31, 2023, our employee population consisted of approximately 506 individuals with all of these individuals located in the United States. This population consisted of our full-time, part-time and temporary employees. •We used a consistently applied compensation measure to identify our median employee of comparing the amount of salary reflected in our payroll records as reported to the Internal Revenue Service on Form W-2 for 2023. •We identified our median employee by consistently applying this compensation measure to all of our employees included in our analysis. Since all of our employees are located in the United States, we did not make any cost of living adjustments in identifying the median employee. •After we identified our median employee, we combined all of the elements of such employee’s compensation for the 2023 year in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $143,742.

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  153. Pay Ratio

    | Executive Compensation Matters | |

  154. Pay versus Performance

    Pay versus Performance In accordance with Item 402(v) of Regulation S-K, we are providing the following information regarding the relationship between executive compensation and our financial performance for each of the last four completed fiscal years. In determining the “compensation actually paid” (“CAP”) to our Named Executive Officers ("NEOs"), we are required to make various adjustments to the amounts that are reported above in the Summary Compensation Table (“SCT”) and in prior years, as the SEC’s valuation methods for this Pay Versus Performance section differ from those required in the SCT. The table below (the “PVP Table”) reflects both the SCT totals and the adjusted values of the SCT totals as required by the SEC for the 2020, 2021, 2022 and 2023 fiscal years. For this purpose, the principal executive officer (“PEO”) is our CEO (or, as applicable, any individuals who previously served in that role in a given fiscal year). Note that for our NEOs other than our PEO (the “non-PEO NEOs”), compensation is reported as an average. The financial performance metrics that we are required to include in the PVP Table, as reflected below, are: (i) the Company’s cumulative “TSR”, (ii) the peer group cumulative TSR, (iii) the Company’s net income for each fiscal year, and (iv) a Company-Selected Metric (the “CSM”), which is described in more detail below. While the measurement period for the preceding financial performance metrics typically would begin at the close of market on the last trading day before the earliest fiscal year presented, our measurement period has been modified to take into account the Company’s 2020 bankruptcy proceedings. Therefore, our measurement period begins on November 20, 2020, upon our emergence from restructuring. We selected relative TSR as our CSM because we believe it represents the most important financial performance measure used by us to link CAP to financial performance, other than absolute TSR, which is already required to be disclosed in the PVP Table. Our CSM compares Company TSR to the TSR of the companies included in the Russell 2000 Index and results in a percentile level above which the Company is performing. In connection with the 2022 Merger, we used this measure to determine the number of shares earned under half of our outstanding relative TSR PSU awards (the "Russell 2000 PSUs"), and the Russell 2000 PSUs were earned at the maximum performance level, which was 150% of target. This relative TSR measure was closely linked to 2023 CAP because these earned Russell 2000 PSUs appreciated in value in 2023 due to our stock price performance and, thus, contributed to the increase in 2023 CAP. (Half of the Russell 2000 PSUs vested in 2023, and half will vest in 2024.) Our relative TSR performance was also a driver of our stock price performance, which impacted CAP due to our Executive Officers' significant equity holdings.

  155. Pay versus Performance

    | Year | SCT Total for PEO Brown | CAP to PEO Brown(1) | SCT Total for PEO Brooks(2) | CAP to PEO Brooks(1)(2) | SCT Total for PEO Nusz | CAP to PEO Nusz(1) | Average SCT Total for Non-PEO NEOs | Average CAP to Non-PEO NEOs(1) | Value of Initial Fixed $100 Investment Based On:(3) | | Net Income (000s)(3) | CSM: Relative TSR (Percentile vs. Russell 2000 Companies)(3) | | | | | | | | | | | TSR | Peer Group TSR(4) | | | | 2023 | $2,985,651 | $15,015,511 | $— | $— | $— | $— | $3,373,758 | $5,631,393 | $758 | $323 | $1,023,779 | 99.5% | | 2022 | $1,862,495 | $25,170,022 | $— | $— | $— | $— | $1,517,316 | $10,637,482 | $576 | $323 | $1,858,470 | 99.4% | | 2021 | $15,109,345 | $32,865,277 | $160,000 | $1,835,601 | $— | $— | $4,383,544 | $16,958,129 | $431 | $204 | $355,298 | 98.9% | | 2020 | $— | $— | $622,148 | $617,653 | $12,305,823 | $3,102,795 | $2,370,324 | $(658,431) | $120 | $109 | $(45,962) | 79.7% |

  156. Pay versus Performance

    (1)Amounts represent compensation actually paid to our PEO(s) and the average CAP to our remaining NEOs for the relevant fiscal year, as determined under SEC rules (and described below), which includes the individuals indicated in the table below for each fiscal year:

  157. Pay versus Performance

    | Year | PEO | Non-PEO | | 2023 | Daniel E. Brown | Michael H. Lou, Charles J. Rimer, Shannon B. Kinney | | 2022 | Daniel E. Brown | Michael H. Lou, Charles J. Rimer, Taylor L. Reid, Nickolas J. Lorentzatos | | 2021 | Daniel E. Brown, Douglas E. Brooks | Michael H. Lou, Taylor L. Reid, Nickolas J. Lorentzatos | | 2020 | Douglas E. Brooks, Thomas B. Nusz | Michael H. Lou, Taylor L. Reid, Nickolas J. Lorentzatos |

  158. Pay versus Performance

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  159. Pay versus Performance

    | | Executive Compensation Matters |

  160. Pay versus Performance

    (2)Mr. Brooks was appointed the Company's Board Chair upon the Company's emergence from restructuring in November 2020. He served as our CEO between December 22, 2020, the date of Mr. Nusz's retirement, and April 13, 2021, when Mr. Brown was appointed the Company's CEO. Mr. Brooks did not receive compensation in addition to his regular director compensation during the time that he served in the CEO role. Therefore, Mr. Brooks' compensation set forth in this table reflects only the regular payment he received as a director of the Company and does not reflect any additional payment for service as the Company's CEO. (3)Amounts for 2020 reflect the period from November 20, 2020, the date the Company emerged from restructuring, through December 31, 2020. (4)The peer group utilized to determine peer group TSR is the Standard and Poor’s 500 Oil & Gas Exploration & Production Index, which is the same index used by the Company for purposes of Item 229.201(e)(1)(ii) of Regulation S-K as set forth in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2023. The table below details the adjustments to the SCT total compensation that were made to arrive at the CAP for the PEO and the average CAP for the Non-PEO NEOs, as required pursuant to SEC rules. We do not sponsor or maintain any defined benefit pension plans, and therefore, no deduction was made related to pension value:

  161. Pay versus Performance

    | | 2023 | | 2022 | | 2021 | | | 2020 | | | | | PEO Brown | Average for Non-PEO NEOs | PEO Brown | Average for Non-PEO NEOs | PEO Brown | PEO Brooks | Average for Non-PEO NEOs | PEO Brooks | PEO Nusz | Average for Non-PEO NEOs | | Summary Compensation Table Total | $2,985,651 | $3,373,758 | $1,862,495 | $1,517,316 | $15,109,345 | $160,000 | $4,383,544 | $622,148 | $12,305,823 | $2,370,324 | | Add (Subtract) | | | | | | | | | | | | Deduct amounts reported under the “Stock Awards” column in the SCT | $(1,005,143) | $(1,780,428) | $— | $— | $(14,225,450) | $— | $(4,947,826) | $(578,925) | $(3,054,822) | $(1,314,059) | | Add the year-end fair value of unvested awards granted in the applicable fiscal year(a) | $216,149 | $94,341 | $— | $2,591,592 | $31,128,052 | $— | $16,991,577 | $574,430 | $— | $— | | Add/deduct the change in fair value of unvested awards granted in prior fiscal years, determined based on the change in fair value from the prior fiscal year-end to the applicable fiscal year end(b) | $8,109,123 | $1,606,146 | $13,560,100 | $1,940,398 | $— | $919,003 | $53,994 | $— | $— | $(43,092) | | Add/deduct the change in fair value of awards granted in prior years that vested during the applicable fiscal year, determined based on the change in fair value from the prior fiscal year-end to the vesting date(c) | $940,029 | $1,127,402 | $286,368 | $1,089,724 | $— | $669,410 | $(20,335) | $— | $(6,148,206) | $(2,461,712) | | Add the fair value of awards granted and vested in applicable fiscal year(d) | $— | $122,485 | | | | | | | | | | Deduct the fair value of awards granted in prior fiscal years that failed to vest in the applicable fiscal year | $— | $— | $— | $— | $— | $— | $— | $— | $— | $— | | Add Dividends or other earnings accrued or paid on equity awards during the year(e) | $3,769,702 | $1,087,689 | $9,461,059 | $3,498,452 | $853,330 | $87,188 | $497,175 | $— | $— | $— | | Total Equity Award Related Adjustments | $12,029,860 | $2,257,635 | $23,307,527 | $9,120,166 | $17,755,932 | $1,675,601 | $12,574,585 | $(4,495) | $(9,203,028) | $(3,818,863) | | COMPENSATION ACTUALLY PAID TOTALS | $15,015,511 | $5,631,393 | $25,170,022 | $10,637,482 | $32,865,277 | $1,835,601 | $16,958,129 | $617,653 | $3,102,795 | $(1,448,539) |

  162. Pay versus Performance

    (a)Value at Fiscal Year End of Awards Granted During the Same Fiscal Year. For awards granted in a particular fiscal year, we are required to add or subtract from the PEO’s and non-PEO NEO’s SCT totals the change in fair value of the awards from the date of grant to the applicable fiscal year-end. The following tables disclose related valuation assumptions for the respective awards. For the fiscal year ended December 31, 2023, the amount included represents the market value of the RSUs based on the closing price per share of our common stock as of December 29, 2023, the last trading day of 2023.

  163. Pay versus Performance

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  164. Pay versus Performance

    | Executive Compensation Matters | |

  165. Pay versus Performance

    | Award Granted | Grant Date | Close Price Per Share 12/31/23 | | RSU | January 2023 | $166.23 | | RSU | August 2023 | $166.23 |

  166. Pay versus Performance

    For the fiscal year ended December 31, 2022, the amount included represents the market value as of December 31, 2022 of outstanding RSU awards, converted from Whiting Petroleum awards in connection with the 2022 Merger on July 1, 2022 (the "Converted Whiting Awards").

  167. Pay versus Performance

    | Award Granted | Grant Date | Close Price Per Share 12/31/22 | | Converted Whiting Awards | July 2022 | $136.81 |

  168. Pay versus Performance

    For the fiscal year ended December 31, 2021, the amount included represents (1) for RSUs, the market value of the RSUs based on the closing price per share of our common stock as of December 31, 2021, (2) for PSUs, the fair value of the PSUs determined in accordance with ASC 718 as of December 31, 2021, and (3) for OMP Common Units (received as consideration for OMP GP LLC Class B Units in midstream simplification transaction), the market price of OMP units as of December 31, 2021.

  169. Pay versus Performance

    | Award Granted | Grant Date | Close Price per Share 12/31/21 | PSU Fair Market Value 12/31/21 | | RSU | January 2021 | $125.99 | | | Peer PSU | January 2021 | | $178.81 | | Index PSU | January 2021 | | $192.86 | | Absolute PSU | January 2021 | | $238.15 | | RSU | April 2021 | $125.99 | | | Peer PSU | April 2021 | | $178.81 | | Index PSU | April 2021 | | $192.86 | | Absolute PSU | April 2021 | | $233.49 | | OMP Common Units | March 2021 | $23.91 | |

  170. Pay versus Performance

    For the fiscal year ended December 31, 2020, the amount included represents the market value of RSAs granted to Mr. Brooks on December 29, 2020, in his capacity as a director of the Company, based on the closing price per share of our common stock as of December 31, 2020.

  171. Pay versus Performance

    | Award Granted | Grant Date | Close Price Per Share 12/31/20 | | RSA | December 2020 | $37.06 |

  172. Pay versus Performance

    | 2024 Proxy Statement | | 89 |

  173. Pay versus Performance

    | | Executive Compensation Matters |

  174. Pay versus Performance

    (b)Year-Over-Year Change in Value of Awards Granted in Prior Fiscal Years that Remain Outstanding and Unvested as of the Applicable Year End. For awards granted in prior fiscal years that remain outstanding and unvested as of the applicable fiscal year-end, we are required to add or subtract from the PEO’s and non-PEO NEO’s SCT totals the change in fair value of the awards year-over-year, measured as of the last trading day of each fiscal year. The following tables disclose related valuation assumptions for the respective awards. For the fiscal year ended December 31, 2023, the amounts included represent the change in value of unvested awards based on the closing price per share of our common stock on December 29, 2023, the last trading day of 2023. The performance period for awards originally granted, and identified below, as PSUs ended immediately prior to the closing of the 2022 Merger on July 1, 2022, and shares earned were established at that time, based on performance, in accordance with the terms of the awards. Half of the Peer PSU and Index PSU awards vested as of December 31, 2023 (see footnote (c) below). The remaining awards remained unvested as of December 31, 2023.

  175. Pay versus Performance

    | Award Granted | Grant Date | Close Price per Share | | RSU | January 2021 | $166.23 | | Peer PSU | January 2021 | $166.23 | | Index PSU | January 2021 | $166.23 | | Absolute PSU | January 2021 | $166.23 | | RSU | April 2021 | $166.23 | | Peer PSU | April 2021 | $166.23 | | Index PSU | April 2021 | $166.23 | | Absolute PSU | April 2021 | $166.23 |

  176. Pay versus Performance

    For the fiscal year ended December 31, 2022, the amounts included represent the change in value of unvested awards based on the closing price per share of our common stock on December 31, 2022. The performance period for awards originally granted, and identified below, as PSUs ended immediately prior to the closing of the 2022 Merger on July 1, 2022, and shares earned were established at that time, based on performance, in accordance with the terms of the awards. These shares remained unvested (for Messrs. Brown and Lou) as of December 31, 2022.

  177. Pay versus Performance

    | Award Granted | Grant Date | Close Price per Share | | RSU | January 2021 | $136.81 | | Peer PSU | January 2021 | $136.81 | | Index PSU | January 2021 | $136.81 | | Absolute PSU | January 2021 | $136.81 | | RSU | April 2021 | $136.81 | | Peer PSU | April 2021 | $136.81 | | Index PSU | April 2021 | $136.81 | | Absolute PSU | April 2021 | $136.81 |

  178. Pay versus Performance

    For the fiscal year ended December 31, 2021, the amounts included represent the change in market value of unvested phantom units of OMP, granted in January 2019, based on the closing price per unit of OMP's common units at fiscal year-end.

  179. Pay versus Performance

    | As of FY Ending December 31, | Award Granted | Grant Date | Close Price Per Share | | 2021 | OMP Phantom Unit | January 2019 | $23.91 | | 2020 | OMP Phantom Unit | January 2019 | $11.73 |

  180. Pay versus Performance

    For the fiscal year ended December 31, 2020, the amounts included represent the change in market value of unvested phantom units of OMP, granted in January 2019, based on the closing price per unit of OMP's common units at fiscal year-end.

  181. Pay versus Performance

    | As of FY Ending December 31, | Award Granted | Grant Date | Close Price Per Share | | 2020 | OMP Phantom Unit | January 2019 | $11.73 | | 2019 | OMP Phantom Unit | January 2019 | $16.59 |

  182. Pay versus Performance

    | 90 | | 2024 Proxy Statement |

  183. Pay versus Performance

    | Executive Compensation Matters | |

  184. Pay versus Performance

    (c)Change in Value of Awards Granted in Previous Fiscal Years that Vested During the Applicable Fiscal Year. For awards that vested during a particular fiscal year, we are required to add or subtract from the PEO’s and non-PEO NEO’s SCT totals the change in fair value of the awards as of the vesting date measured against the last trading day of the prior fiscal year. The following tables disclose related valuation assumptions for the respective awards. For the fiscal year ended December 31, 2023, this represents the change in market value of prior year awards from December 31, 2022, based solely on the close price per share on the vesting date, as accrued distribution equivalent rights and dividends are not included. For more information on accrued distribution equivalent rights and dividends, please see footnote "(e)" below. "Vest 1" represents regular vesting dates; "Vest 2" represents, with respect to Converted Whiting Awards, vesting in connection with Mr. Rimer's retirement pursuant to the terms of his employment agreement. In connection with the vesting of Mr. Rimer's awards, Mr. Rimer also received $6.25 per share of Whiting stock originally subject to such converted awards pursuant to the terms of the 2022 Merger Agreement.

  185. Pay versus Performance

    | As of Fiscal Year Ending December 31, | Award Granted | Grant Date | Closing Price per Share 12/31/22 | Closing Price per Share (Vest 1) | Closing Price per Share (Vest 2) | | 2022 | RSU | January 2021 | $136.81 | | | | | Peer PSU | January 2021 | $136.81 | | | | | Index PSU | January 2021 | $136.81 | | | | | RSU | April 2021 | $136.81 | | | | | Converted Whiting Awards (ALL) | July 2022 | $136.81 | | | | 2023 | RSU | January 2021 | | $136.04 | | | | Peer PSU | January 2021 | | $166.23 | | | | Index PSU | January 2021 | | $166.23 | | | | RSU | April 2021 | | $142.32 | | | | Converted Whiting Award - RSU | July 2022 | | $128.37 | | | | Converted Whiting Award - RSU | July 2022 | | $143.33 | $166.23 | | | Converted Whiting Awards - PSU | July 2022 | | | $166.23 |

  186. Pay versus Performance

    For the fiscal year ended December 31, 2022, this represents the change in market value of prior year awards from December 31, 2021, based on the close price per share on the vesting date, except that the "close price" related to the OMP Restricted Unit vesting is based on the merger exchange ratio, and the value of Crestwood common units that such OMP phantom units would have otherwise been converted into as a result of the merger; accrued distribution equivalent rights and dividends are not included. For more information on accrued distribution equivalent rights and dividends, please see footnote “(e)” below. "Vest 1" represents regular vesting dates; "Vest 2" represents (1) with respect to OMP units, vestings in connection with the closing of the sale of OMP, and (2) with respect to RSU and PSU awards, vestings (for Messrs. Reid and Lorentzatos) in connection with the 2022 Merger in July 2022, which constituted a "change in control" under the terms of the awards.

  187. Pay versus Performance

    | As of Fiscal Year Ending December 31, | Award Granted | Grant Date | Closing Price/FMV 12/31/21 | Closing Price per Share (Vest 1) | Closing Price per Share (Vest 2) | Performance Unit Payout | | 2021 | RSU | January 2021 | $125.99 | | | | | | Peer PSU | January 2021 | $178.81 | | | | | | Index PSU | January 2021 | $192.86 | | | | | | Absolute PSU | January 2021 | $238.15 | | | | | | Absolute PSU | April 2021 | $233.49 | | | | | | OMP Phantom Units | January 2019 | $23.91 | | | | | | OMP Restricted Units | March 2021 | $23.91 | | | | | 2022 | RSU | January 2021 | | $135.50 | $108.90 | | | | Peer PSU | January 2021 | | | $108.90 | 122% | | | Index PSU | January 2021 | | | $108.90 | 150% | | | Absolute PSU | January 2021 | | | $108.90 | 300% | | | RSU | April 2021 | | $152.04 | | | | | OMP Phantom Units | January 2019 | | | $23.86 | | | | OMP Restricted Units | March 2021 | | | $27.95 | |

  188. Pay versus Performance

    | 2024 Proxy Statement | | 91 |

  189. Pay versus Performance

    | | Executive Compensation Matters |

  190. Pay versus Performance

    For the fiscal year ended December 31, 2021, this represents change in market value of prior year awards from December 31, 2020, based on the closing price per share on the vesting date, but not including the value of accrued distribution equivalent rights.

  191. Pay versus Performance

    | As of Fiscal Year Ending December 31, | Award Granted | Grant Date | Close Price Per Share | | 2021 | OMP Phantom Unit | January 2019 | $19.33 | | 2020 | OMP Phantom Unit | January 2019 | $11.73 |

  192. Pay versus Performance

    For the fiscal year ended December 31, 2020, this represents the change in market value of prior year awards from December 31, 2019, based on the closing price per share on the vesting date. "Vest 1" represents regular vesting dates; "Vest 2" represents vestings in connection with the Company's emergence from restructuring in November 2020, which constituted a "change in control" under the terms of the awards.

  193. Pay versus Performance

    | As of Fiscal Year Ending December 31, | Award Granted | Grant Date | Closing Price 12/31/19 | Closing Price per Share (Vest 1) | Performance Unit Payout | Closing Price per Share (Vest 2) | Performance Unit Payout | | 2019 | RSU | February 2012 | $3.26 | | | | | | | | January 2017 | $3.26 | | | | | | | | January 2018 | $3.26 | | | | | | | | January 2019 | $3.26 | | | | | | | PSU | January 2016 | $3.71 | | | | | | | | January 2017 | $3.16 | | | | | | | | January 2018 | $3.37 | | | | | | | | January 2019 | $3.16 | | | | | | | OMP Phantom Unit | January 2019 | $16.59 | | | | | | 2020 | RSU | February 2012 | | ─ | | $0.12 | | | | | January 2017 | | $3.24 | | ─ | | | | | January 2018 | | $2.40 | | $0.12 | | | | | January 2019 | | $2.97 | | $0.12 | | | | PSU | January 2016 | | $1.32 | 109% | ─ | —% | | | | January 2017 | | $1.32 | 77% | $0.12 | 20% | | | | January 2018 | | $1.32 | 80% | $0.12 | 20% | | | | January 2019 | | ─ | ─ | $0.12 | —% | | | OMP Phantom Unit | January 2019 | | $12.00 | | ─ | |

  194. Pay versus Performance

    (d)Change in Value of Awards Granted and Vested During the Applicable Fiscal Year. For awards that were granted and vested during a particular fiscal year, we are required to add or subtract from the PEO’s and non-PEO NEO’s SCT totals the change in fair value of the awards as of the vesting date measured against the fair value of the awards on the grant date. The following table discloses related valuation assumptions for the applicable award. For the fiscal year ended December 31, 2023, this represents the change in market value of awards from the grant date fair value, based on the close price per share on the vesting date. Accrued distribution equivalent rights and dividends are not included. For more information on accrued distribution equivalent rights and dividends, please see footnote “(e)” below.

  195. Pay versus Performance

    | As of Fiscal Year Ending December 31, | Award Granted | Grant Date | Grant Date Fair Value Per Share | Vesting Date | | Vesting Date Fair Value Per Share | | 2023 | RSU | January 1, 2023 | $136.81 | | December 31, 2023 | $166.23 |

  196. Pay versus Performance

    (e)Dividends or other earnings accrued or paid on the equity awards during the year. In accordance with applicable SEC guidance, we are required to add, to the PEO’s and non-PEO NEO’s SCT totals, the value of any distribution equivalent rights or dividends accrued or paid on the equity awards during the year. Dividends that have been accrued over time and paid on vesting are included in the year they were first accrued. In addition, the CAP reported for the PEO and non-PEO NEO’s in 2021 and 2022 has been revised to include adjustments for distribution equivalent rights and dividends accrued or paid on equity awards during the applicable year in accordance with SEC guidance.

  197. Pay versus Performance

    | 92 | | 2024 Proxy Statement |

  198. Pay versus Performance

    | Executive Compensation Matters | |

  199. Narrative to Pay Versus Performance Table

    Narrative to Pay Versus Performance Table For the fiscal year ending December 31, 2023, the following table identifies the most important financial performance measures we used to link the CAP to our NEOs to our performance. Our goal in setting the total target compensation of our NEOs is the consideration of both short- and long-term performance goals, which aligns the compensation of our NEOs with our shareholders’ interests. The majority of our NEO’s target compensation is weighted toward long-term equity performance, and the financial performance metric for LTIP awards was either absolute or relative TSR. Free Cash Flow generation was the financial performance metric for our 2023 short-term incentive program.

  200. Narrative to Pay Versus Performance Table

    | Important Financial Performance Measures | | Absolute TSR | | Relative TSR | | Free Cash Flow | | EBITDA |

  201. Narrative to Pay Versus Performance Table

    The graphs below show, for the past four years, the relationship of our TSR relative to our Peer Group as well as the relationship between the PEO(s) and non-PEO NEO CAP and our TSR, net income, and our CSM.