DEF 14A of Matador Resources Co, Apr 26, 2024

DEF 14A of Matador Resources Co

Filed Apr 26, 2024 · FY20230001520006-24-000106

Open on EDGAR

  1. Our Executive Compensation Philosophy

    Our Executive Compensation Philosophy Our compensation program is designed to reward, in both the short term and the long term, performance that contributes to the implementation of our business strategies, maintenance of our culture and values and achievement of our objectives. In addition, we reward qualities that we believe help achieve our business strategies such as: •teamwork; •recruiting and mentoring future leaders within Matador to drive long-term shareholder value; •individual performance in light of general economic and industry-specific conditions; •relationships with shareholders and vendors; •level of job responsibility; •industry experience; •general professional growth; and •the ability to: ◦manage and enhance production from our existing assets; ◦explore new opportunities to increase oil and natural gas production; ◦identify and acquire additional acreage; ◦improve total shareholder returns; ◦increase year-over-year proved reserves; ◦control unit production costs; and ◦pursue midstream opportunities. For a discussion of our executive compensation program, see “Executive Compensation— Compensation Discussion and Analysis” beginning on page 50. INFORMATION ABOUT THE ANNUAL MEETING INFORMATION ABOUT THE ANNUAL MEETING We are furnishing you this Proxy Statement in connection with the solicitation of proxies by the Board to be used at the Annual Meeting and any adjournment thereof. The Annual Meeting will be held on Thursday, June 13, 2024, at 9:30 a.m., Central Daylight Time. We are sending this Proxy Statement to our shareholders on or about April 26, 2024. All references in this Proxy Statement to “we,” “our,” “us,” “Matador” or the “Company” refer to Matador Resources Company, including our subsidiaries and affiliates. What is the purpose of the Annual Meeting? At the Annual Meeting, shareholders will act upon the following matters outlined in the Annual Meeting notice: •the election of the four nominees for director named in this Proxy Statement; •an advisory vote to approve the compensation of our named executive officers as described herein; •an advisory vote on the frequency of future advisory votes to approve the compensation of our named executive officers; •the ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024; and •any other matters that may properly come before the meeting. What are the Board’s voting recommendations? •FOR the election of the four nominees for director named in this Proxy Statement; •FOR the approval, on an advisory basis, of the compensation of the Company’s named executive officers; •FOR, on an advisory basis, future advisory votes to approve the compensation of the Company’s named executive officers to occur EVERY YEAR; and •FOR the ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024. Who is entitled to vote? Shareholders as of the close of business on April 16, 2024 are eligible to vote their shares at the Annual Meeting. As of the Record Date, there were 124,780,249 shares of our Common Stock outstanding. Each share of Common Stock is entitled to one vote at the Annual Meeting. Why did I receive a Notice Regarding the Internet Availability of Proxy Materials in the mail instead of a full set of proxy materials? Securities and Exchange Commission (“SEC”) rules allow companies to furnish proxy materials over the Internet. We have elected to send a separate Notice of Internet Availability of Proxy Materials (the “Notice”) to most of our shareholders instead of a paper copy of the proxy materials. This approach conserves natural resources and reduces the costs of printing and distributing our proxy materials while providing shareholders with a convenient way to access our proxy materials. Instructions on how to access the proxy materials over the Internet or to request a paper copy of proxy materials, including a proxy card or voting instruction form, may be found in the Notice. In addition, shareholders may request to receive future proxy materials in printed form by mail or electronically by email by following the instructions in the Notice. A shareholder’s election to receive proxy materials by mail or email will remain in effect until the shareholder terminates it. How do I vote? You may: •attend the Annual Meeting and vote in person; •dial the toll-free number listed on the Notice, proxy card or voting instruction form provided by your broker. Easy-to-follow voice prompts allow you to vote your shares and confirm that your voting instructions have been properly recorded. Telephone voting will be available 24 hours a day and will close at 11:59 p.m., Eastern Daylight Time, on June 12, 2024; •go to the website www.proxyvote.com and follow the instructions, then confirm that your voting instructions have been properly recorded. If you vote using the website, you can request electronic delivery of future proxy materials. Internet voting will be available 24 hours a day and will close at 11:59 p.m., Eastern Daylight Time, on June 12, 2024; or •if you received a paper copy of your proxy materials and elect to vote by written submission, mark your selections on the proxy card, date and sign it, and return the card in the pre-addressed, postage-paid envelope provided. Why did I receive paper copies of proxy materials? We are providing certain shareholders with paper copies of the proxy materials instead of a separate Notice. If you received a paper copy and would no longer like to receive printed proxy materials, you may consent to receive all future proxy materials electronically via email or the Internet. To sign up for electronic delivery, please follow the instructions provided in your proxy materials. When prompted, indicate that you agree to receive or access shareholder communications electronically in the future. Will each shareholder in our household receive proxy materials? Generally, no. To the extent you are receiving printed proxy materials, we try to provide only one set of proxy materials to be delivered to multiple shareholders sharing an address, unless you have given us other instructions. Any shareholder at a shared address may request delivery of single or multiple copies of printed proxy materials for future meetings by contacting us at: Matador Resources Company Attention: Investor Relations 5400 LBJ Freeway, Suite 1500 Dallas, Texas 75240 Email: investors@matadorresources.com Telephone: (972) 371-5200 We undertake to deliver promptly, upon written or oral request, a copy of proxy materials to a shareholder at a shared address to which a single copy of the proxy materials was delivered. Requests should be directed to Investor Relations at the address or phone number set forth above. Who will be admitted to the Annual Meeting? Admission to the Annual Meeting will be limited to our shareholders of record, persons holding proxies from our shareholders, beneficial owners of our Common Stock and our employees. If your shares are registered in your name, we will verify your ownership at the meeting in our list of shareholders as of the Record Date. If your shares are held through a broker, bank or other nominee, you must bring proof of your ownership of the shares. This proof could consist of, for example, a bank or brokerage firm account statement or a letter from your bank or broker confirming your ownership as of the Record Date. You may also send proof of ownership to us at Matador Resources Company, Attention: Corporate Secretary, 5400 LBJ Freeway, Suite 1500, Dallas, Texas 75240, or email: investors@matadorresources.com, before the Annual Meeting, and we will send you an admission card. If I vote via telephone or the Internet or by mailing my proxy card, may I still attend the Annual Meeting? Yes. What if I want to change my vote?

  2. Our Executive Compensation Philosophy

    You may revoke your proxy before it is voted by submitting a new proxy with a later date (by mail, telephone or the Internet), by voting at the Annual Meeting or by filing a written revocation with our Corporate Secretary. Your attendance at the Annual Meeting will not automatically revoke your proxy. What constitutes a quorum? A majority of the shares entitled to vote, present in person or represented by proxy, constitutes a quorum. If you vote by telephone or Internet or by returning your proxy card, you will be considered part of the quorum. The Inspector of Election will treat shares represented by a properly executed proxy as present at the meeting. Abstentions and broker non-votes will be counted for purposes of determining a quorum. A broker non-vote occurs when a nominee holding shares for a beneficial owner submits a proxy but does not vote on a particular proposal because the nominee does not have discretionary voting power for that item and has not received instructions from the beneficial owner. How many votes will be required to approve a proposal? The affirmative vote of a majority of the votes cast by holders of shares of Common Stock present in person or represented by proxy and entitled to vote on the election of directors at the Annual Meeting is required for the election of each nominee for director. With respect to the election of directors in an uncontested election, such as that being held at the Annual Meeting, “majority of the votes cast” means the number of votes cast “for” such nominee exceeds the number of votes cast “against” such nominee. With respect to the Frequency Vote, because this vote is non-binding, the choice receiving the greatest number of votes will be considered the frequency recommended by the Company’s shareholders, even if that choice does not receive a majority of the votes. With respect to all other matters, the affirmative vote of the holders of a majority of the shares of Common Stock, present in person or represented by proxy and entitled to vote at the Annual Meeting, is required. Shares cannot be voted at the Annual Meeting unless the holder of record is present in person or represented by proxy. Can brokers who hold shares in street name vote those shares if they have received no instructions? Under the rules of the New York Stock Exchange (“NYSE”), brokers may not vote the shares held by them in street name for their customers and for which they have not received instructions, except with respect to a routine matter. The only matter to be voted on at the Annual Meeting that is considered routine for these purposes is the ratification of the appointment of our independent registered public accounting firm. Accordingly, brokers may not vote your shares on any other matter if you have not given specific instructions as to how to vote. Please be sure to give specific voting instructions to your broker so that your vote will be counted. How will you treat abstentions and broker non-votes? Shares of a shareholder who abstains from voting on any or all proposals will be included for the purpose of determining the presence of a quorum. Other than with respect to the election of directors and the Frequency Vote, an abstention will effectively count as a vote cast against the remaining proposals. Broker non-votes on any matter, as to which the broker has indicated on the proxy that it does not have discretionary authority to vote, will be treated as shares not entitled to vote with respect to that matter. However, such shares will be considered present and entitled to vote for quorum purposes so long as they are entitled to vote on at least one other matter. Who pays the solicitation expenses? We will bear the cost of solicitation of proxies. Proxies may be solicited by mail or personally by our directors, officers or employees, none of whom will receive additional compensation for such solicitation. Those holding shares of Common Stock of record for the benefit of others, or nominee holders, are being asked to distribute proxy soliciting materials to, and request voting instructions from, the beneficial owners of such shares. We will reimburse nominee holders for their reasonable out-of-pocket expenses. Where can I find the voting results of the Annual Meeting? We will announce preliminary voting results at the Annual Meeting, and we will publish final results in a Current Report on Form 8-K that will be filed with the SEC within four business days of the Annual Meeting. You may obtain a copy of this and other reports free of charge at www.matadorresources.com, by contacting our Investor Relations Department at (972) 371-5200 or investors@matadorresources.com or by accessing the SEC’s website at www.sec.gov. Will the Company’s independent registered public accounting firm be available at the Annual Meeting to respond to questions? Yes. The Audit Committee of the Board has appointed KPMG LLP to serve as our independent registered public accounting firm for the year ending December 31, 2024. Representatives of KPMG LLP will be present at the Annual Meeting. They will have an opportunity to make a statement, if they desire to do so, and will be available to respond to appropriate questions. Where can I contact the Company? Our mailing address is: Matador Resources Company Attention: Investor Relations 5400 LBJ Freeway, Suite 1500 Our telephone number is (972) 371-5200. PROPOSAL 1 | ELECTION OF DIRECTORS The Board currently consists of 11 members and is divided into three classes of directors, designated Class I, Class II and Class III, with the term of office of each director ending on the date of the third annual meeting following the annual meeting at which such director’s class was elected. The number of directors in each class will be as nearly equal as possible. The Class I directors are William M. Byerley, Monika U. Ehrman, Julia P. Forrester Rogers and Kenneth L. Stewart. Each of Ms. Ehrman and Messrs. Byerley and Stewart is a Class I director nominee at the 2024 Annual Meeting, in each case, to hold office until the 2027 Annual Meeting of Shareholders or his or her earlier death, retirement, resignation or removal. Ms. Rogers’ term will expire at the 2024 Annual Meeting. The Class II directors are Shelley F. Appel, R. Gaines Baty, James M. Howard and Susan M. Ward. The terms of Ms. Appel and Messrs. Baty and Howard will each continue until the 2025 Annual Meeting of Shareholders or his or her earlier death, retirement, resignation or removal. Ms. Ward was appointed to the Board following the 2023 Annual Meeting and is therefore a Class II nominee at the 2024 Annual Meeting, to hold office until the 2025 Annual Meeting of Shareholders or her earlier death, retirement, resignation or removal. The Class III directors are Joseph Wm. Foran, Reynald A. Baribault and Timothy E. Parker, the terms of whom will each continue until the 2026 Annual Meeting of Shareholders or his earlier death, retirement, resignation or removal. The Board believes that each of the director nominees possesses the qualifications described below in “Corporate Governance—Board Committees—Nominating Committee.” That is, the Board believes that each nominee possesses: •deep experience at the policy making level in business, government or education; •the availability and willingness to devote adequate time to Board duties; •the character, judgment and ability to make independent analytical, probing and other inquiries; •a willingness to exercise independent judgment along with a willingness to listen and learn from others; •business knowledge and experience that provides a balance with the other directors; •financial independence; and •excellent past performance on the Board. Director Skills & Experience

  3. Our Executive Compensation Philosophy

    | | Foran | Parker | Baty | Appel | Baribault | Byerley | Ehrman | Howard | Rogers | Stewart | Ward | | Director Skills & Experience | | | | | | | | | | | | | Senior Leadership | • | • | • | | • | • | • | • | • | • | • | | Energy Industry | • | • | | • | • | • | • | • | | • | • | | Finance & Accounting | • | • | | • | • | • | | • | | • | • | | Human Capital Management | • | • | • | | • | • | • | | • | • | • | | Legal, Regulatory & Environmental | • | • | | • | • | • | • | | • | • | • | | Risk Assessment & Management | • | • | • | • | • | • | • | • | • | • | • | | Strategic Planning | • | • | • | • | • | • | • | | • | • | • | | Corporate Governance & Ethics | • | • | • | • | • | • | • | • | • | • | • | | Capital Markets & M&A | • | • | | • | • | • | | • | | • | • | | Demographic Background | | | | | | | | | | | | | Board Tenure | 21 | 6 | 8 | 1 | 10 | 8 | 5 | 3 | 7 | 7 | 0 | | Age1 | 71 | 49 | 73 | 34 | 60 | 70 | 46 | 73 | 64 | 70 | 65 | | Gender Diversity | | | | • | | | • | | • | | • | | Racial/Ethnic Diversity | | | | | | | • | | | | |

  4. Our Executive Compensation Philosophy

    (1) As of April 16, 2024. The information provided below is biographical information about each of the nominees, as well as a description of the experience, qualifications, attributes or skills that led the Board to conclude that the individual should be nominated for election as a director of the Company. No director or director nominee currently holds, or has held within the past five years, any other directorships with public companies. Nominees

  5. Our Executive Compensation Philosophy

    | MR. WILLIAM M. BYERLEY | Retired Partner, PricewaterhouseCoopers LLP (PwC) | Class I | | | Biographical Information: | | | | Mr. Byerley was appointed to the Board in 2016 and is chair of the Board’s Audit Committee. Mr. Byerley retired from PricewaterhouseCoopers LLP (PwC) in 2014. From 1988 through 2014, Mr. Byerley was a Partner with PwC, serving as an Assurance Partner on various audit engagements primarily for energy sector clients. From 1988 through 1990, Mr. Byerley served in the PwC National Office Accounting Services Group. Mr. Byerley received a Bachelor of Business Administration degree in 1975 and a Master of Business Administration degree in 1976, both from Southern Methodist University. He is a licensed Certified Public Accountant. | | | Director | | | | Director since: 2016 | | | | Independent: Yes | | | | Age: 70 | | | | Committees: | Qualifications: | | | •Audit (Chair) | Mr. Byerley’s extensive experience in public accounting and longtime service to energy sector clients of PwC provide the Board with invaluable financial and accounting expertise, particularly for oil and natural gas companies, as well as strong accounting and financial oversight and risk management expertise. | | | •Environmental, Social and Corporate Governance | | | | •Marketing and Midstream | | |

  6. Our Executive Compensation Philosophy

    | MS. MONIKA U. EHRMAN | Professor of Law, Southern Methodist University Dedman School of Law | Class I | | | Biographical Information: | | | | Professor Ehrman was appointed to the Board in 2019 and is co-chair of the Board’s Marketing and Midstream Committee. She is Professor of Law, Southern Methodist University Dedman School of Law, and a Professor of Engineering (by courtesy), Southern Methodist University Lyle School of Engineering. Prior to joining SMU, in 2023, she was Associate Professor of Law, University of North Texas at Dallas College of Law and a tenured Professor of Law at the University of Oklahoma College of Law, where she led the Oil & Gas, Natural Resources, and Energy (ONE) Program and served as the Faculty Director of the ONE Center. While at OU, she taught in the J.D. and graduate programs at the College of Law and in the Executive Energy Management Program at the Price College of Business. Professor Ehrman joined the University of Oklahoma College of Law in 2013 as Associate Professor of Law. Prior to teaching, she served as in-house legal counsel for two oil and natural gas companies from 2008 to 2012 and as an associate oil and natural gas attorney at an international law firm from 2005 to 2008. Before law school, Professor Ehrman worked as a petroleum engineer in the upstream, midstream and pipeline sectors of the energy industry. In addition to serving on various oil and natural gas law committees, she also served as an Editor of the Oil and Gas Reporter for the Institute for Energy Law. Professor Ehrman is currently Treasurer and on the Executive Committee of the Foundation for Natural Resources and Energy Law, and she is on the Editorial Board of the Journal of World Energy Law & Business (published by Oxford University Press). Professor Ehrman received her Bachelor of Science degree in Petroleum Engineering from the University of Alberta; J.D. from Southern Methodist University Dedman School of Law; and Master of Laws degree from Yale Law School. | | | Director | | | | Director since: 2019 | | | | Independent: Yes | | | | Age: 46 | | | | Committees: | | | | •Marketing and Midstream (Co-Chair) | | | | •Environmental, Social and Corporate Governance | | | | •Executive | | | | •Operations and Engineering | | | | •Prospect | | | | •Strategic Planning and Compensation | | | | | Qualifications: | | | | Professor Ehrman provides valuable insight to our Board on our engineering and midstream operations as well as legal and governance matters. | |

  7. Our Executive Compensation Philosophy

    | MR. KENNETH L. STEWART | Retired EVP, Compliance and Legal Affairs, Children’s Health System of Texas; Retired Partner, Chair—United States, Norton Rose Fulbright US LLP | Class I | | | Biographical Information: | | | | Mr. Stewart was appointed to the Board in 2017. Mr. Stewart was most recently employed as Executive Vice President, Compliance and Legal Affairs, for Children’s Health System of Texas from January 1, 2019 until he retired on January 2, 2021. At that time, Children’s Health System of Texas and its affiliates constituted one of the ten largest pediatric hospital systems in the United States. Previously, effective December 31, 2018, Mr. Stewart retired from Norton Rose Fulbright US LLP, the United States operations of Norton Rose Fulbright, an international legal practice, which then had over 3,700 legal professionals in over 50 cities worldwide. At his retirement, Mr. Stewart was a Partner with Norton Rose Fulbright and held the position of Chair—United States. Mr. Stewart began his legal career with Fulbright & Jaworski LLP, the predecessor to Norton Rose Fulbright US LLP, and previously held positions of Global Chair of the international organization, Managing Partner of the United States region and Partner-in-Charge of the Dallas office. Prior to entering into full-time management for his firm in 2012, he engaged in a domestic and international transactional legal practice, focusing principally on merger, acquisition, financing and joint venture activities for both public and privately-held entities. Mr. Stewart has extensive experience representing and advising companies and their executive officers and boards of directors engaged in oil and natural gas exploration and midstream activities. Since his retirement from Norton Rose Fulbright, Mr. Stewart has acted, and from time to time continues to act, on a limited basis as an independent contractor senior business consultant to family offices for which he provided services during his legal career. Mr. Stewart graduated from the University of Arkansas School of Business in 1976 with a Bachelor of Science in Business Administration degree in Accounting and was licensed as a Certified Public Accountant in Texas in 1981 (certificate now on non-practice status). He graduated with honors from Vanderbilt Law School in 1979 and was a member of the Order of the Coif. Mr. Stewart has been active in numerous civic and professional organizations in the Dallas area in the past, including among others, the Dallas Regional Chamber, The Center for American and International Law and the Dallas Citizens Council. | | | Director | | | | Director since: 2017 | | | | Independent: Yes | | | | Age: 70 | | | | Committees: | | | | •Capital Markets and Finance | | | | •Environmental, Social and Corporate Governance | | | | •Executive | | | | •Strategic Planning and Compensation | | | | | Qualifications: | | | | Mr. Stewart’s extensive experience representing public companies, and particularly oil and natural gas companies, along with his years of management experience, provide our Board with important legal, corporate governance and leadership insight. | |

  8. Our Executive Compensation Philosophy

    | MS. SUSAN M. WARD | Former Head, M&A and Commercial Finance, Shell Oil Company | Class II | | | Biographical Information: | | | | Ms. Ward was appointed to the Board in 2024. Ms. Ward is a former 12-year Senior Executive of Shell Oil Company (“Shell”) with over 20 years of service at retirement in 2019. Her senior roles at Shell included Head, M&A and Commercial Finance for all of Shell’s businesses in the Americas; Vice President, Chief Financial Officer and Board member of Shell Midstream Partners, which she helped take public for Shell in 2014; and Vice President, Upstream Commercial Finance, Shell International Exploration & Production B.V. while based in The Hague for Royal Dutch Shell. She also served as a Board member of Shell’s deepwater drillship joint venture with Noble Corporation. Ms. Ward has been an independent, non-executive Board member of Crescent Midstream (“Crescent”) since July 2023. Crescent is an independent energy company providing offshore and onshore crude oil services in the Gulf of Mexico and Louisiana. Prior to joining Shell in 1998, Ms. Ward worked as an investment banker in the energy sector for 11 years, including as a Managing Director in the Natural Resources and Energy investment banking group of UBS Securities. She began her career working for Exxon as a refining process engineer and subsequently worked in Mobil’s Finance organization at its New York City headquarters. Ms. Ward earned a Bachelor of Chemical Engineering degree from Villanova University with honors and a Master of Business Administration in Finance with distinction from the Wharton School of the University of Pennsylvania. She has served on Villanova’s Board of Trustees since 2018. She has been a member of the National Association of Corporate Directors since 2016. | | | Director | | | | Director since: 2024 | | | | Independent: Yes | | | | Age: 65 | | | | Committees: | | | | •Audit | | | | •Environmental, Social and Corporate Governance | | | | •Marketing and Midstream | | | | •Prospect | | | | | Qualifications: | | | | Mr. Ward’s extensive experience as a senior executive in the energy industry and midstream experience in particular provide our Board with industry, management and leadership insight. | |

  9. Our Executive Compensation Philosophy

    The affirmative vote of a majority of the votes cast by holders of shares present in person or represented by proxy and entitled to vote on the election of directors at the Annual Meeting is required for the election of each nominee for director. With respect to the election of directors in an uncontested election, such as that being held at the Annual Meeting, “majority of the votes cast” means the number of votes cast “for” such nominee exceeds the number of votes cast “against” such nominee. If you hold your shares through a broker and you do not instruct the broker how to vote, your broker will not have the authority to vote your shares. Abstentions and broker non-votes will each be counted as present for purposes of determining the presence of a quorum. The Board of Directors recommends that you vote FOR each of the nominees. Directors Continuing in Office Biographical information for our directors who are continuing in office is provided below.

  10. Our Executive Compensation Philosophy

    | MR. JOSEPH WM. FORAN | Chairman and CEO, Matador Resources Company | Class III | | | Biographical Information: | | | | Mr. Foran founded Matador Resources Company in July 2003 and since our founding has served as Chairman of the Board and Chief Executive Officer and, through March 31, 2022, Secretary. He is also chair of the Board’s Executive Committee. Mr. Foran began his career as an oil and natural gas independent in 1983 when he and his wife, Nancy, founded Foran Oil Company with $270,000 in contributed capital from 17 of his closest friends and neighbors. Foran Oil Company was later contributed into Matador Petroleum Corporation upon its formation by Mr. Foran in 1988, and Mr. Foran served as Chairman and Chief Executive Officer of that company from inception until the time of its sale to Tom Brown, Inc. in June 2003 for an enterprise value of $388 million in an all-cash transaction on a Friday. On the following Monday, Mr. Foran founded Matador Resources Company (Matador II). Today, Matador is one of the top 20 public exploration and production companies in the country by market capitalization and one of the top 10 oil and natural gas producers in New Mexico. Mr. Foran is originally from Amarillo, Texas, where his family owned a pipeline construction business. From 1980 to 1983, he was Vice President and General Counsel of J. Cleo Thompson and James Cleo Thompson, Jr., Oil Producers, a large independent producer. Prior to that time, he was a briefing attorney to Chief Justice Joe R. Greenhill of the Supreme Court of Texas. Mr. Foran graduated with a Bachelor of Science degree in Accounting from the University of Kentucky with highest honors and a law degree from the Southern Methodist University Dedman School of Law, where he was a Hatton W. Sumners scholar and the Leading Articles Editor on the Southwestern Law Review. He is currently active as a member of various industry and civic organizations, including his church and various youth activities. In 2002, Mr. Foran was honored as the Ernst & Young “Entrepreneur of the Year” for the Southwest Region. In 2015, he was inducted into the University of Kentucky Gatton College of Business and Economics Hall of Fame. In 2019, Mr. Foran received the SMU Dedman School of Law Distinguished Alumni Award for Corporate Service and was named D CEO Magazine’s 2019 Upstream CEO of the Year. In 2020, he was inducted into the Philosophical Society of Texas. He was also named to Institutional Investors’ All-American Executive Team as one of the top chief executive officers in the Small Cap Energy Division in 2021. | | | Chairman of the Board | | | | Director since: 2003 | | | | Independent: No | | | | Age: 71 | | | | Committees: | | | | •Executive (Chair) | | | | •Capital Markets and Finance | | | | •Operations and Engineering | | | | •Prospect | | | | | Qualifications: | | | | As the founder, Chairman of the Board and Chief Executive Officer of Matador Resources Company, Mr. Foran provides Board leadership, industry experience and long relationships with many of our shareholders. | |

  11. Our Executive Compensation Philosophy

    | MS. SHELLEY F. APPEL | Former Senior Investors Relations Officer and Mergers & Acquisitions Manager, Royal Dutch Shell PLC | Class II | | | Biographical Information: | | | | Ms. Appel was appointed to the Board in 2023 after serving as a Special Advisor to the Board since October 2022. Since January 2021, Ms. Appel has also served as Matador’s Environmental, Social and Governance (“ESG”) Coordinator. As ESG Coordinator, Ms. Appel is the primary author of the Company’s annual sustainability report. Following her graduation from business school at the University of Chicago, Ms. Appel joined Royal Dutch Shell PLC in August 2017 in the Mergers & Acquisitions group, where she served as a manager with responsibility for financial analysis—including valuation, structuring, negotiation and due diligence—for over $18 billion of acquisition and divestment opportunities. In December 2019, Ms. Appel was promoted to Senior Investor Relations Officer. In this role, Ms. Appel had responsibility for Shell’s global Upstream business narrative. She also served as an authorized spokesperson for Shell at investor meetings and conferences and managed relationships with North America based investors and research analysts. Following graduation from Yale and prior to attending the University of Chicago, Ms. Appel began her career at the parent company of the New York Stock Exchange, NYSE Euronext, as a business analyst in its Corporate Strategy group. She participated in the evaluation and implementation of its $11 billion merger with the Intercontinental Exchange Group and continued in the Corporate Strategy group of the combined company until June 2015. Ms. Appel holds a Bachelor of Arts degree, with honors, in Cognitive Science from Yale University and a Master of Business Administration degree from the Booth School of Business (University of Chicago). Ms. Appel served as Co-Chair of the Energy Group while attending the University of Chicago. | | | Director | | | | Director since: 2023 | | | | Independent: No | | | | Age: 34 | | | | Committees: | | | | •Capital Markets and Finance | | | | | Qualifications: | | | | Ms. Appel’s extensive knowledge and experience with the Company’s Environmental, Social and Governance initiatives and investor relations experience provides the Board valuable insight and leadership on these matters. | |

  12. Our Executive Compensation Philosophy

    | MR. REYNALD A. BARIBAULT | President and CEO, IPR Energy Partners LLC | Class III | | | Biographical Information: | | | | Mr. Baribault was elected to the Board in 2014 and is chair of the Board’s Operations and Engineering Committee and Prospect Committee. He served as lead independent director of the Board from 2016 to 2019. In 2007, he co-founded North Plains Energy, LLC, which operated in the North Dakota Williston Basin, and served as its Vice President until the successful sale of its assets in 2012. In 2014, Mr. Baribault helped co-found NP Resources, LLC, which also operated in the North Dakota Williston Basin, and served as its Executive Vice President / Engineering, helping oversee the sale of its assets in late 2021. In addition, he co-founded and serves as President and Chief Executive Officer of IPR Energy Partners, LLC, a Plano, Texas-based oil and natural gas production operator with current operations in the Fort Worth Basin. Prior to co-founding North Plains Energy, NP Resources and IPR Energy Partners, Mr. Baribault served as Vice President, Supervisor and Petroleum Engineering Consultant with Netherland, Sewell & Associates, Inc. in their Dallas office from 1990 to 2002. Mr. Baribault began his professional career as a reservoir engineer with Exxon Company in 1985 in the New Orleans Eastern Division Office. Mr. Baribault received his Bachelor of Science degree in Petroleum Engineering from Louisiana State University in 1985 and is a Licensed Professional Engineer in the State of Texas. | | | Director | | | | Director since: 2014 | | | | Independent: Yes | | | | Age: 60 | | | | Committees: | | | | •Operations and Engineering (Chair) | | | | •Prospect (Chair) | | | | •Audit | | | | •Executive | Qualifications: | | | •Nominating | Mr. Baribault provides valuable insight to our Board on our drilling, completions, production and reservoir engineering operations, as well as growth strategies, midstream operations and administration. | | | •Strategic Planning and Compensation | | |

  13. Our Executive Compensation Philosophy

    | MR. R. GAINES BATY | CEO, R. Gaines Baty Associates, Inc. | Class II | | | Biographical Information: | | | | Mr. Baty was appointed to the Board in 2016. He serves as deputy lead independent director and is chair of the Board’s Strategic Planning and Compensation Committee, Nominating Committee and Shareholder Advisory Committee for Board Nominations. Mr. Baty is CEO of R. Gaines Baty Associates, Inc., a leading executive search firm he founded in 1982 after working with the IBM Corporation. With over 30 years of experience, Mr. Baty has provided companies across the country and in a variety of industries with executive search and advisory services. Mr. Baty has served as a two-term President of the Society of Executive Recruiting Consultants and a two-term President of the Independent Recruiter Group. Mr. Baty is also a published author. Mr. Baty received a Bachelor of Business Administration degree from Texas Tech University, where he was a football team letterman, captain and, later, graduate assistant coach. | | | Deputy Lead Independent Director | | | | Director since: 2016 | | | | Independent: Yes | | | | Age: 73 | | | | Committees: | | | | •Strategic Planning and Compensation (Chair) | | | | •Nominating (Chair) | Qualifications: | | | •Executive | Mr. Baty’s experience and expertise in executive leadership and development provide our Board with an important and unique perspective on these matters, and Mr. Baty assists the Board and the Company with recruitment, board administration, compensation and growth strategies. | | | •Environmental, Social and Corporate Governance | | |

  14. Our Executive Compensation Philosophy

    | MR. JAMES M. HOWARD | Retired Trustee, Private Family Trust | Class II | | | Biographical Information: | | | | Mr. Howard was appointed to the Board in 2021 and is co-chair of the Board’s Marketing and Midstream Committee. He retired in March 2020 from his long-time role as a trustee of a private family trust in Houston, Texas where, since 1999, he exercised sole responsibility for all trust assets and actions. The trust was comprised of over 40 privately held limited partnerships, limited liability companies and public market positions in various asset classes and sectors. From 2000 to 2020, Mr. Howard also served as trustee of a private secondary trust with a different mix of assets than the primary family trust. Prior to his work as a trustee, he served as Vice President of Texon, L.P. from 1996 to 2000, marketing all crude oil, condensate and liquefied petroleum gas for the company and its public utility joint venture partner. From 1986 to 1996, he served as Vice President of Tripetrol Oil Trading, Inc., through which he also served on the New York Mercantile Exchange (NYMEX) Crude Oil Advisory Committee. Mr. Howard previously served in other trading positions at various Houston-based trading and petroleum companies from 1975 to 1986. He received a Bachelor of Arts degree from Florida Presbyterian College and a Master of International Management degree from Thunderbird School of International Management. | | | Director | | | | Director since: 2021 | | | | Independent: Yes | | | | Age: 73 | | | | Committees: | | | | •Marketing and Midstream (Co-Chair) | | | | •Audit | | | | •Capital Markets and Finance | Qualifications: | | | •Environmental, Social and Corporate Governance | Mr. Howard’s petroleum marketing and trading experience provide the Company with valuable insight, particularly with respect to its marketing activities and the Company's midstream operations. | |

  15. Our Executive Compensation Philosophy

    | MR. TIMOTHY E. PARKER | Former Portfolio Manager and Analyst—Natural Resources, T. Rowe Price & Associates | Class III | | | Biographical Information: | | | | Mr. Parker was appointed to the Board in 2018, serves as lead independent director and is chair of the Board’s Capital Markets and Finance Committee. Mr. Parker currently serves as a contractor in charge of research for Brightworks Wealth Management, LLC. Mr. Parker retired in 2017 as Portfolio Manager and Analyst—Natural Resources for T. Rowe Price & Associates. Mr. Parker joined T. Rowe Price in 2001 as an equity analyst before becoming a portfolio manager in 2010. He managed the New Era fund from 2010 to 2013 and managed the energy and natural resources portions of T. Rowe Price’s Small Cap Value, Small Cap Stock and New Horizons funds from 2013 to 2017. Prior to joining T. Rowe Price, Mr. Parker was an investment banking analyst at Robert W. Baird & Co., Inc. Mr. Parker holds a Bachelor of Science degree in Commerce from the University of Virginia and a Master of Business Administration degree from the Darden School of Graduate Business (University of Virginia). | | | Lead Independent Director | | | | Director since: 2018 | | | | Independent: Yes | | | | Age: 49 | | | | Committees: | | | | •Capital Markets and Finance (Chair) | | | | •Audit | | | | •Environmental, Social and Corporate Governance | | | | •Executive | Qualifications: | | | •Nominating | Mr. Parker’s experience with a large institutional shareholder and his extensive familiarity with the oil and natural gas industry and capital markets provide the Company with valuable insight. | | | •Prospect | | | | •Strategic Planning and Compensation | | |

  16. Our Executive Compensation Philosophy

    The business affairs of Matador are managed under the direction of the Board in accordance with the Texas Business Organizations Code, the Company’s Amended and Restated Certificate of Formation (the “Certificate of Formation”) and its Amended and Restated Bylaws (the “Bylaws”), each as amended to date. The Board has adopted Corporate Governance Guidelines, which are reviewed annually by the Environmental, Social and Corporate Governance Committee of the Board. The Company has a Code of Ethics and Business Conduct for Officers, Directors and Employees (“Code of Ethics”), which is applicable to all officers, directors and employees of the Company. The Company intends to post any amendments to, and may post any waivers of, its Code of Ethics on the Company’s website to the extent applicable to an executive officer or a director of the Company. The Corporate Governance Guidelines and the Code of Ethics are available on the Company’s website at www.matadorresources.com under the heading “Investor Relations—Corporate Governance.” The Board holds regular and special meetings and spends such time on the affairs of the Company as its duties require. During 2023, the Board held eight meetings. The Board also meets regularly in non-management executive sessions in accordance with NYSE regulations. The Corporate Governance Guidelines provide that one of the Company’s independent directors should serve as lead independent director at any time when the chief executive officer serves as the chairman of the board. The lead independent director presides over executive sessions of the non-management directors and the independent members of the Board (the “Independent Board”), serves as a liaison between the chairman and the independent directors and performs such additional duties as the Board may otherwise determine and delegate. Because Mr. Foran serves as Chairman of the Board and Chief Executive Officer, our independent directors have appointed Mr. Parker to serve as lead independent director and Mr. Baty to serve as deputy lead independent director. In 2023, all incumbent directors of the Company attended at least 75% of the meetings of the Board and the committees on which they served. It is our policy that each of our directors is expected to attend annual meetings of shareholders, except if unusual circumstances make attendance impractical. All of our directors attended the 2023 Annual Meeting. Independence of Directors The Board makes all determinations with respect to director independence in accordance with the NYSE listing standards and the rules and regulations promulgated by the SEC. The actual determination of whether a director is independent is made by the Board on a case-by-case basis. In connection with its preparation for the Annual Meeting, the Board undertook its annual review of director independence and considered transactions and relationships between each director or any member of his or her immediate family and the Company and its subsidiaries and affiliates. In making its determination, the Board applied the NYSE listing standards and SEC rules and regulations. The Board reviewed the independence of our directors and considered whether any director has a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. After this review, our Board determined that nine of our 11 current directors are “independent directors” as defined under the rules of the SEC and the NYSE: Mmes. Ehrman, Rogers and Ward and Messrs. Baribault, Baty, Byerley, Howard, Parker and Stewart. No member of our Board other than Ms. Appel and Mr. Foran has a family relationship with any executive officer or other members of our Board. Majority Vote in Director Elections On December 21, 2016, the Board amended the Bylaws to implement a majority voting standard in uncontested director elections. Pursuant to the Bylaws, in an election of directors at a meeting of shareholders at which a quorum is present, (i) if the number of nominees exceeds the number of directors to be elected (a “contested election”), directors shall be elected by a plurality of the votes cast by the holders of shares present in person or represented by proxy and entitled to vote on the election of directors at such meeting and (ii) in an election of directors that is not a contested election (an “uncontested election”), such as that being held at the Annual Meeting, directors shall be elected by a majority of the votes cast by the holders of shares present in person or represented by proxy and entitled to vote on the election of directors at such meeting. For purposes of the Bylaws, in an uncontested election, a “majority of the votes cast” means that the number of shares voted “for” a director must exceed the number of votes cast “against” that director. Prior to the amendment of the Bylaws, directors were elected by a plurality of the votes cast, whether or not the election was a contested election. In connection with the amendment to the Bylaws, the Board approved and adopted an amendment to the Company’s Corporate Governance Guidelines to implement a resignation policy for directors who fail to receive the required number of votes in an uncontested election in accordance with the Bylaws. Pursuant to the Corporate Governance Guidelines, as amended, in an uncontested election, any nominee for director who receives a greater number of votes “against” his or her election than votes “for” such election (a “majority against vote”) shall promptly tender his or her resignation following certification of the shareholder vote. The Nominating Committee shall promptly consider the resignation offer and a range of possible responses based on the circumstances that led to the majority against vote, if known, and make a recommendation to the Board concerning whether to accept or reject such resignation. The Board shall act on the Nominating Committee’s recommendation and publicly disclose its decision with respect to such resignation offer within 90 days following certification of the shareholder vote. The resignation, if accepted by the Board, will be effective at the time specified by the Board when it determines to accept the resignation, which effective time may be deferred until a replacement director is identified and appointed to the Board. Board Leadership Structure Mr. Foran serves as Chairman of the Board and Chief Executive Officer of the Company. As stated in the Corporate Governance Guidelines, the Board does not believe that the offices of Chairman of the Board and Chief Executive Officer must be separate. The members of the Board possess experience and unique knowledge of the challenges and opportunities the Company faces. They are, therefore, in the best position to evaluate the current and future needs of the Company and to judge how the capabilities of the directors and senior managers can be most effectively organized to meet those needs. Given Mr. Foran’s deep knowledge of the Company and experience in leading it, the Board currently believes that the most effective leadership structure for the Company is to have Mr. Foran serve as Chairman of the Board and Chief Executive Officer. Nine of our 11 directors are independent under the rules of the SEC and the NYSE. After considering the recommendations of our Strategic Planning and Compensation Committee, the independent directors determine Mr. Foran’s compensation. Further, the Company has five standing committees, a lead independent director (Mr. Parker) and a deputy lead independent director (Mr. Baty). The Board believes that each of these measures counterbalances any risk that may exist in having Mr. Foran serve as Chairman of the Board and Chief Executive Officer. For these reasons, the Board believes that this leadership structure is effective for the Company.

  17. Our Executive Compensation Philosophy

    As lead independent director, Mr. Parker has the following roles and responsibilities: •chairs the executive sessions of the non-management and independent directors; •leads the independent directors in the evaluation of the Chief Executive Officer; •facilitates communication among the independent directors; and •acts as a liaison between the independent directors and the Chief Executive Officer. Mr. Parker, as lead independent director, may also perform such other duties as the Board or the Environmental, Social and Corporate Governance Committee from time to time may assign, which may include, but are not limited to, the following: •help develop Board agendas and ensure critical issues are included; •determine quality, quantity and timeliness of information from management; •make recommendations about retaining consultants or advisors for the Board; •interview Board candidates; •oversee Board and director evaluations; and •help improve communications and processes by and between management and the Board and the Chief Executive Officer. Mr. Baty, as deputy lead independent director, may also carry out the above duties in the absence of or at the direction of Mr. Parker, as lead independent director. Board Committees The standing committees of the Board are the Audit Committee, Environmental, Social and Corporate Governance Committee, Executive Committee, Nominating Committee and Strategic Planning and Compensation Committee. The Board has also established the following advisory committees: Capital Markets and Finance Committee, Marketing and Midstream Committee, Operations and Engineering Committee and Prospect Committee. Each of the standing committees is governed by a charter, and a copy of the charters of each of these committees is available on the Company’s website at www.matadorresources.com under the heading “Investor Relations—Corporate Governance.” Director membership of all of our standing and advisory committees is identified below, as of April 16, 2024. Ms. Rogers’ term as a director, and as a member of the committees noted below, will expire at the 2024 Annual Meeting.

  18. Our Executive Compensation Philosophy

    | Director | Audit | Environmental, Social and Corporate Governance | Executive | Nominating | Strategic Planning and Compensation | Capital Markets and Finance | Marketing and Midstream | Operations and Engineering | Prospect | | Joseph Wm. Foran | | | C | | | • | | • | • | | Shelley F. Appel | | | | | | • | | | | | Reynald A. Baribault | • | | • | • | • | | | C | C | | R. Gaines Baty | | • | • | C | C | | | | | | William M. Byerley | C | • | | | | | • | | | | Monika U. Ehrman | | • | • | | • | | C | • | • | | James M. Howard | • | • | | | | • | C | | | | Timothy E. Parker | • | • | • | • | • | C | | | • | | Julia P. Forrester Rogers | • | C | | | | • | | | | | Kenneth L. Stewart | | • | • | | • | • | | | | | Susan M. Ward | • | • | | | | | • | | • |

  19. Our Executive Compensation Philosophy

    | C | Committee Chair | • | Committee Member |

  20. Compensation Program Best Practices

    | | What We Do: | | What We Don't Do: | | ✓ | We pay for performance—approximately 80% of our CEO’s target total compensation for 2023 was variable and at risk, with approximately 50% performance-based | × | We do not permit hedging of Company stock | | ✓ | We maintain robust stock ownership guidelines for officers | × | We do not gross-up excise taxes for severance or change in control payments | | ✓ | We engage an independent compensation consultant | × | We do not guarantee bonuses | | ✓ | We use competitive benchmarking in setting compensation | × | We do not reprice stock options without shareholder approval | | ✓ | We conduct annual risk assessments of compensation practices | × | We have no defined benefit or supplemental executive retirement plans | | ✓ | We conduct regular shareholder engagement to gather feedback on compensation practices | × | We do not allow pledging of Company stock, except in limited circumstances | | ✓ | We hold an annual say-on-pay vote | × | We do not pay dividends on phantom units, restricted stock units (“RSUs”) or performance stock units (“PSUs”) | | ✓ | We maintain a clawback policy | × | We do not pay dividends on unvested restricted stock, which accumulate and only settle once the underlying shares have vested |

  21. Impact of COVID-19 and Related Items on Our Compensation Programs

    Impact of COVID-19 and Related Items on Our Compensation Programs We made significant changes to our executive compensation program in 2020 in response to the COVID-19 pandemic and the sudden decline in oil prices, including reductions in base salaries. Additionally, even though each of the Independent Board-approved metrics under the Company's annual cash incentive plan (the "Cash Incentive Plan") were met or exceeded, the Company's executive officers and the Independent Board agreed that the executive officers would forego receiving any 2020 annual cash bonuses. As commodity prices improved in 2021, we shifted our executive compensation program to more closely resemble our 2019 executive compensation program prior to the decline in oil prices in 2020 and the COVID-19 pandemic. As such, our executive officers received increases in their base salary, increases in the grant date fair values for long-term equity awards and annual cash bonuses for 2021 and 2022. These changes to our compensation program in 2021 and 2022 corresponded to our performance as the Company’s stock price hit a low of $1.11 in March 2020 and then recovered to close at $36.92 on December 31, 2021 and continued to increase to close at $57.24 on December 30, 2022. During 2023, prices for oil were slightly lower, averaging $77.60 per Bbl, and prices for natural gas were significantly lower, averaging $2.66 per MMBtu over the year. Despite lower commodity prices, Matador’s stock price remained strong, closing at $56.86 per share at December 29, 2023. As such, our compensation program in 2023 did not materially differ from our compensation program in 2022. Mr. Foran’s total compensation for 2023 decreased approximately 11% as compared to his total compensation for 2022. Mr. Foran’s average annual total compensation for the three years ended December 31, 2023 was approximately $8.7 million.

  22. 2023 Average Other NEO Target Compensation(1)(2)

    2023 Average Other NEO Target Compensation(1)(2) (1) Includes approximately 79% variable pay with approximately 50% performance based. (1) Includes approximately 77% variable pay with approximately 50% performance based. Mr. Willey was granted restricted stock rather than PSUs. (2) Mr. Frenzel omitted given his transition from the acting principal financial officer role to Executive Vice President and Treasurer effective February 16, 2023.

  23. Role of the Independent Compensation Consultant

    Role of the Independent Compensation Consultant The Compensation Committee has engaged Meridian Compensation Partners, LLC ("Meridian") as its independent executive compensation advisory firm. Meridian provides assessments of the competitiveness of the Company’s executive compensation levels and practices relative to relevant executive labor markets and performs other tasks as requested by the Compensation Committee. For 2023, the Compensation Committee assessed the independence of Meridian pursuant to applicable SEC and NYSE rules and concluded that Meridian’s engagement by the Compensation Committee did not raise any conflicts of interest.

  24. Use of Peer Group Market Data

    Use of Peer Group Market Data Our independent compensation consultant benchmarks the pay levels of our officers against a group of competitor companies in the oil and natural gas exploration and production sector (the “Peer Group”). In connection with its annual review, the Compensation Committee and Independent Board adopted the following Peer Group in 2023, which was used in setting 2023 compensation levels:

  25. Use of Peer Group Market Data

    | APA Resources Corp. | Marathon Oil Corp | | Callon Petroleum Co. | Ovintiv Inc. | | Coterra Energy Inc. | PDC Energy Inc | | Diamondback Energy Inc. | Permian Resources Corp. | | Magnolia Oil & Gas Corp. | SM Energy Co. |

  26. Use of Peer Group Market Data

    In addition to considering companies in the oil and natural gas exploration and production sector, the Compensation Committee also considered company size characteristics such as assets, enterprise value and market value when approving the Peer Group. The Peer Group also includes certain companies with operations in the Permian Basin that face similar opportunities and challenges that we face. For 2023, the Compensation Committee removed Vital Energy in consideration of the size of its market capitalization relative to that of the Company and added APA Resources Corp. to the 2023 Peer Group given the comparable size of its market capitalization. As of December 31, 2023, the Peer Group had a median market capitalization of $7.4 billion, compared to the Company’s market capitalization of $6.8 billion at such date, placing the Company at the 46th percentile of the Peer Group. The Peer Group is used by the Compensation Committee and the Independent Board in setting Named Executive Officer salaries, annual cash incentive award opportunities, long-term incentive awards and target total direct compensation levels. The Compensation Committee and Independent Board use this data to inform their pay decisions as one data point among many others, including Company performance, individual performance, experience and responsibilities, leadership and professional growth.

  27. 2023 Annual Cash Incentive Compensation

    2023 Annual Cash Incentive Compensation The Company’s 2023 annual cash incentive compensation was awarded pursuant to the Cash Incentive Plan, which is designed to link executive decision making and performance with the Company’s goals, reinforce these goals and ensure the highest level of accountability for the success of the Company as a whole. The Cash Incentive Plan advances Company and shareholder interests by providing an additional means to (i) sustain and enhance the culture of personal commitment on the part of executives, select managers and key employees in the continued growth, development and financial success of the Company and (ii) encourage them to remain with, and devote their best efforts to, the Company. The Cash Incentive Plan provides for the granting of incentive compensation awards that may be paid to a participant upon satisfaction of specified performance goals for a particular performance period. In addition, the Cash Incentive Plan provides that the Compensation Committee and Independent Board may make adjustments for individual executive officers for exceptional performance and attainment of certain enumerated strategic goals (the “Strategic Objectives Adjustment”). Performance Goals For 2023, the chair of the Compensation Committee met with Mr. Foran and certain members of the executive management team to review and discuss potential criteria for the performance goals. Based on these meetings, the chair of the Compensation Committee proposed certain preliminary performance goal categories for consideration for 2023 to the full Compensation Committee. The Compensation Committee then met with our executive management team to review the proposed performance goal categories. As a result of these discussions, and upon the recommendation of the Compensation Committee, the Independent Board determined to use the following threshold, target and maximum performance goals for 2023, which were each achieved at or above the maximum level, as shown below:

  28. 2023 Annual Cash Incentive Compensation

    | 2023 Performance Goals | Threshold | Target | Maximum | Actual Results | Assessment | | Net Debt/Adjusted EBITDA(1)(2)(3) | 1.2x | 1.0x | 0.8x | 0.9x | Exceeded Target | | Adjusted operating costs per BOE, excluding interest ($/BOE) | $15.75 | $14.75 | $13.75 | $12.83 | Exceeded Maximum | | Return on Average Capital Employed (ROACE) | 26% | 30% | 34% | 34% | Achieved Maximum | | Total Shareholder Return vs. Peer Group | — | Upper 50% | Upper 25% | Upper 50% | Achieved Target | | Environmental, Social and Governance (ESG)(4) | — | — | — | — | —(5) |

  29. 2023 Annual Cash Incentive Compensation

    (1)Adjusted EBITDA is a non-GAAP financial measure included herein solely as a reference point under the Cash Incentive Plan. It is commonly used by similar companies in our industry. For a definition of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to Matador’s net income (loss) and net cash provided by operating activities, see Annex A to this Proxy Statement. (2)As a reference point under the Cash Incentive Plan, Net Debt as of December 31, 2023 is calculated as (i) $1.2 billion in senior notes outstanding, plus (ii) $552.3 million in debt under the Credit Agreement, including outstanding borrowings and letters of credit, less (iii) $52.7 million in available cash. The increase in Net Debt in 2023 as compared to 2022 was primarily attributable to the Advance Acquisition. (3)Attributable to Matador Resources Company shareholders after giving effect to those values attributable to third-party non-controlling interests, including in San Mateo. (4)Based on a qualitative assessment of the Company’s overall progress in its ESG-related efforts, including with respect to enhancements to public disclosures, and a review of the Company’s performance in the areas of environmental stewardship, safety processes and procedures, training of personnel, risk management, cybersecurity and diversity and inclusion. (5)Among other items, the Compensation Committee and Independent Board noted the continued publication of the Company’s annual Sustainability Report, the continued reduction of per-barrel emissions, the meaningful use of non-fresh water, including recycled water, the increased transportation of operated produced water and operated produced oil by pipeline, the number of training hours conducted by Company personnel and management’s continued focus on risk management and cybersecurity, including quarterly reports by executive management to the Audit Committee. In addition to setting the 2023 performance goals outlined above, the Compensation Committee also identified certain annual financial and strategic achievements to be considered by the Compensation Committee and the Independent Board in connection with the assessment of the performance of the Named Executive Officers during 2023 and the Strategic Objectives Adjustment component for 2023. These additional factors included: •Adjusted Free Cash Flow(1) of $460 million; •percentage of oil production growth of 26%; •reserves growth to 460 MMBOE; •drilling and completions cost per foot of $1,075; •lease operating expenses per BOE of $5.06; •San Mateo Adjusted EBITDA(2) of $200 million; and •the completion of numerous quality acreage, mineral and midstream transactions, including the Advance Acquisition. (1)Adjusted Free Cash Flow is a non-GAAP financial measure included herein solely as a reference point under the Cash Incentive Plan. It is commonly used by similar companies in our industry. For a definition of Adjusted Free Cash Flow and a reconciliation of Adjusted Free Cash Flow to Matador’s net cash provided by operating activities, see Annex A to this Proxy Statement. (2)Adjusted EBITDA is a non-GAAP financial measure included herein solely as a reference point under the Cash Incentive Plan. It is commonly used by similar companies in our industry. For a definition of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to San Mateo’s net income and net cash provided by operating activities, see Annex A to this Proxy Statement. 2023 Incentive Opportunities In making recommendations regarding potential 2023 annual cash incentive opportunities for our Named Executive Officers, the Compensation Committee reviewed Meridian’s recommendations and the recommendations of Mr. Foran regarding proposed target opportunities. Based on such review, which took into account the differing responsibilities of each Named Executive Officer and Peer Group data, where available, for bonus levels for comparable positions, the 2023 target annual incentive opportunities for each of our Named Executive Officers were as set forth below. Such opportunities, as a percentage of base salary, remain unchanged from 2022 target opportunities.

  30. 2023 Annual Cash Incentive Compensation

    | Participant | 2023 Target Annual Incentive Opportunity as % of 2023 Base Salary | | Joseph Wm. Foran | 100% | | Van H. Singleton, II | 100% | | Brian J. Willey | 100% | | Billy E. Goodwin | 100% | | Craig N. Adams | 100% | | Michael D. Frenzel | 100% |

  31. 2023 Annual Cash Incentive Compensation

    The maximum award opportunity for Mr. Foran was capped at 200%, for Messrs. Singleton, Willey, Goodwin and Adams was capped at 175% and for Mr. Frenzel was capped at 150%, in each case, prior to application of the Strategic Objectives Adjustment. Our Independent Board also determined to cap the Strategic Objectives Adjustment for each of Messrs. Foran, Singleton, Willey, Goodwin and Adams at 30% and for Mr. Frenzel at 25% of such Named Executive Officer’s total 2023 annual cash incentive payment. 2023 Performance Results The Compensation Committee then assessed the Company’s 2023 results in light of the performance goals, annual financial and strategic achievements and the following individual performance milestones for each Named Executive Officer when determining appropriate annual cash incentive award amounts:

  32. 2023 Annual Cash Incentive Compensation

    | Named Executive Officer | Individual Performance Milestones | | Joseph Wm. Foran Chairman and Chief Executive Officer | •Collaborated with the Board and other executive officers to create and maintain an effective team culture throughout each level of Matador’s organization building value through (1) traditional oil and natural gas operations growing organically through the drill bit, (2) expanding midstream operations in Matador’s various asset areas and (3) selective acreage acquisitions •Directed the origination, negotiation, closing and integration of the Advance Acquisition •Provided direction and leadership throughout Matador in developing and executing Matador’s strategy and operational plan, which resulted in record operational and financial results and free cash flow during each quarter of 2023 •Provided leadership to the Board on various matters, including with respect to acquisitions, drilling plans and returning value to shareholders through our steadily increasing fixed dividend •Guided the collaborative management of the Company’s balance sheet and improvement of the Company's already strong financial position through strategic financing transactions •Led firmwide focus on attracting, training and retaining talent and encouraging employee leadership development and director engagement • Aligned our strategy and operational plan throughout the organization by effectively communicating to directors, staff, shareholders and the public •Directed efforts to develop and maintain positive relationships with directors, shareholders, vendors and other key stakeholders with the assistance of other executive officers | | Van H. Singleton, II President - Land, Acquisitions and Divestitures and Planning | •Oversaw the Company’s land, land administration and acquisition & development activities, including over 200 acquisitions completed in 2023 •Led the negotiation, execution and closing of the Advance Acquisition •Coordinated business development activities and opportunities •Directed efforts to develop and maintain positive relationships with potential business partners and create pipeline of acquisition and divestiture opportunities •Served as Chairman of San Mateo through September of 2023 | | Brian J. Willey Executive Vice President and Chief Financial Officer | •Served as Chief Financial Officer of the Company and led the collective effort to manage the Company's balance sheet and improve the Company's already strong financial position through: ◦The issuance of $500.0 million in aggregate principal amount of 6.875% senior notes due 2028 ◦The revision of our Credit Agreement to, among other items, increase the elected borrowing commitment by $550.0 million to $1.325 billion and add two new banks to our lending group ◦The amendment of the San Mateo Credit Facility to increase the lender commitments from $485.0 million to $535.0 million and add a new bank to San Mateo’s lending group •Coordinated and oversaw the general financial matters of the Company through the management of the Company’s finance staff •Shared primary responsibility for investor conferences and non-deal roadshows with Mr. Foran |

  33. 2023 Annual Cash Incentive Compensation

    | Billy E. Goodwin Former President - Operations | •Led the Company’s collaborative drilling, completions and production activities, managing approximately $1.16 billion of capital expenditures in 2023 related to the Company’s operations in its primary operating areas, resulting in record total oil and natural gas production in 2023 •Coordinated the successful operational integration of the assets acquired in the Advance Acquisition •Led Matador’s continuing improvement in capital efficiency as demonstrated by ◦D/C/E capital expenditures for 2023 of $1.16 billion, which was below our estimated range for 2023 D/C/E capital expenditures of $1.18 to $1.32 billion as provided on February 21, 2023, and was in the middle of the revised estimated range of $1.10 to $1.22 billion, as provided on July 25, 2023 ◦Continued drilling of longer laterals, with average completed lateral length for operated wells turned to sales in 2023 of approximately 9,800 feet •Continued focus on increasing efficiency and innovation, including successfully implementing "simul-frac" operations, 100% dual-fuel utilization on Matador completed wells and successful execution on our first two "U-turn" two-mile lateral wells | | Craig N. Adams Former Executive Vice President, Co-Chief Operating Officer, Chief of Staff and Corporate Secretary | •Shared Chief Operating Officer responsibilities and acted as chief administrative officer •Coordinated and oversaw the general legal matters of the Company through the management of the Company’s legal staff, including corporate governance and Board functions •Directed efforts to attract, train and retain talent and oversaw the Company’s human resource activities •Responsible for coordinating administrative functions of the Company, including interaction with management, office facilities and departmental efficiencies •Helped advance the Company’s ESG initiatives | | Michael D. Frenzel Executive Vice President, Treasurer, and Former Principal Financial Officer | •Served as treasurer of the Company and primary financial officer of San Mateo throughout 2023 as well as principal financial officer of the Company until February of 2023 •Managed the Company’s treasury, financial planning and forecasting, budgeting, capital markets, hedging, financial reporting and investor relations activities |

  34. 2023 Annual Cash Incentive Compensation

    Additionally, the Compensation Committee performed a qualitative assessment of the Company’s ESG record for the year. Among other items, the Compensation Committee and Independent Board noted the continued publication of the Company’s annual Sustainability Report, the continued reduction of per-barrel emissions, the meaningful use of non-fresh water, including recycled water, increased transportation of operated produced water and operated produced oil by pipeline, the number of training hours conducted by Company personnel and management’s continued focus on risk management and cybersecurity, including quarterly reports by executive management to the Audit Committee. In assessing performance under the Strategic Objectives Assessment, the Compensation Committee reviewed the individual performance milestones listed above as well as additional individual contributions to the achievement of the Company-wide performance goals and certain annual financial and strategic achievements. Based on this review, the Compensation Committee determined that each of the Named Executive Officers performed at a high level in 2023 in contributing to the Company’s success and that the individual contributions of Mr. Willey, in particular, to the achievement of these goals exceeded expectations. Based on such assessment, the Compensation Committee recommended to the Independent Board the annual cash awards listed below for each Named Executive Officer under the Cash Incentive Plan, including Strategic Objectives Adjustments equal to 15% for each of Messrs. Foran, Goodwin, Singleton, Adams and Frenzel and 30% for Mr. Willey. The Independent Board approved such annual cash awards, which were paid to the Named Executive Officers in February 2024.

  35. 2023 Annual Cash Incentive Compensation

    | Named Executive Officer | Target Award Payable for 2023 | Maximum Award Payable for 2023 | Actual Award for 2023 | | Joseph Wm. Foran | $1,350,000 | $3,510,000 | $3,105,000 | | Van H. Singleton, II | $800,000 | $1,820,000 | $1,610,000 | | Brian J. Willey | $600,000 | $1,365,000 | $1,365,000 | | Billy E. Goodwin | $800,000 | $1,820,000 | $1,610,000 | | Craig N. Adams | $800,000 | $1,820,000 | $1,610,000 | | Michael D. Frenzel | $450,000 | $843,750 | $776,250 |

  36. 2023 Long-Term Incentive Compensation

    2023 Long-Term Incentive Compensation In February 2023, the Independent Board granted awards of 50% service-based cash-settled phantom units and 50% share-settled PSUs to Messrs. Foran, Singleton, Goodwin and Adams and approximately 50% share-settled PSUs and approximately 50% service-based restricted shares of Common Stock that vest in equal annual tranches over three years from grant to Messrs. Willey and Frenzel. Messrs. Willey and Frenzel received restricted shares of Common Stock rather than cash-settled phantom units in order to increase their ownership of the Company's Common Stock. These long-term equity awards facilitate retention of our Named Executive Officers, incentivize positive future results and further align the interests of our Named Executive Officers with those of the Company’s shareholders. The table below provides the key terms of the February 2023 equity awards for our Named Executive Officers:

  37. 2023 Long-Term Incentive Compensation

    | Key Terms | Phantom Units / Restricted Stock | Performance Stock Units | | Targeted percentage of total award value | 50% | 50% | | Vesting terms | Three years ratably on each anniversary | Following three-year performance period ending December 31, 2025 | | Performance metric | N/A | Relative total shareholder return, with payout capped at target if absolute total shareholder return is negative |

  38. 2023 Long-Term Incentive Compensation

    The number of shares underlying each grant and the target value of the 2023 annual equity grants are set forth in the table below:

  39. 2023 Long-Term Incentive Compensation

    | Named Executive Officer | Phantom Units / Restricted Stock | Target Performance Stock Units | Targeted Value | | Joseph Wm. Foran | 30,000 | 20,000 | $3,800,000 | | Van H. Singleton, II | 15,000 | 10,000 | $1,900,000 | | Brian J. Willey | 8,000 | 6,000 | $1,000,000 | | Billy E. Goodwin | 15,000 | 10,000 | $1,900,000 | | Craig N. Adams | 15,000 | 10,000 | $1,900,000 | | Michael D. Frenzel | 8,000 | 3,500 | $850,000 |

  40. 2023 Long-Term Incentive Compensation

    The Independent Board approved the total targeted value for the year for each Named Executive Officer and then converted that value into an approximate aggregate number of units based on the closing price of our Common Stock on the date prior to the date of grant. The units were then granted 50% in the form of phantom units or restricted stock, as applicable, and 50% in the form of PSUs (at target). The PSU equity component provides for settlement of between 0% and 200% of the total target PSUs subject to the award based on our total shareholder return relative to the total shareholder return of the Peer Group over a three-year performance period from January 1, 2023 through December 31, 2025. If our absolute total shareholder return over such performance period is negative, no more than 100% of the PSUs may vest. The applicable percentage of vested units is shown below with respect to each percentile ranking and results are interpolated for results between the various rankings shown below.

  41. 2023 Long-Term Incentive Compensation

    | Company’s Relative Total Shareholder Return Percentile Ranking | Percentage of Target PSUs That Will Vest | | 0 | 0% | | 10th | 20% | | 20th | 40% | | 30th | 60% | | 40th | 80% | | 50th | 100% | | 60th | 120% | | 70th | 140% | | 80th | 160% | | 90th | 180% | | 100th | 200% |

  42. 2023 Long-Term Incentive Compensation

    In connection with its annual review, the Compensation Committee and Independent Board updated the peer group for purposes of the 2023 PSU grants. The peer group used for determination of the Company’s relative total shareholder return is as follows:

  43. 2023 Long-Term Incentive Compensation

    | APA Resources Corp. | Ovintiv Inc. | | Callon Petroleum Co. | PDC Energy Inc | | Coterra Energy Inc. | Permian Resources Corp. | | Diamondback Energy Inc. | SM Energy Co. | | Magnolia Oil & Gas Corp. | SPDR S&P OIL & GAS EXP & PR | | Marathon Oil Corp | Alternate: Earthstone Energy, Inc.* | | *To be substituted in the event that one of the peer group members for purposes of the 2023 PSU grants is acquired during the performance period and removed from the peer group. | |

  44. Vesting of 2021 Performance Stock Units

    Vesting of 2021 Performance Stock Units The PSU awards granted to the Named Executive Officers in June 2021 vested on December 31, 2023 based on the percentile level at which the total shareholder return to the Company’s stockholders over the three-year period ending December 31, 2023 stood in relation to the total shareholder return realized for that period by each member of a group of peer companies established by the Board at the time of the grant of the awards. In accordance with the terms of the award agreements governing the awards, each of Oasis Petroleum, Inc., Cimarex Energy Co. and Parsley Energy, Inc. had been acquired during the period and were removed from the 2021 peer group and excluded from the relative total shareholder return calculation for the vesting of the 2021 PSUs. Based on our performance and after such adjustments, the Company’s total shareholder return percentile ranking was at the 89th percentile and the PSUs vested at 178% of target.

  45. Severance and Separation Arrangements

    Severance and Separation Arrangements Employment Agreements We have entered into employment agreements with each of our Named Executive Officers. Under the employment agreements, if a termination of employment occurs pursuant to one of the following events: •the Named Executive Officer dies; •the Named Executive Officer is totally disabled; •we mutually agree to end the employment agreement; •we dissolve and liquidate; or •the term of the employment agreement ends, we will pay the Named Executive Officer the average of his annual cash bonus, which includes non-equity incentive compensation, for the prior two years, pro-rated based on the number of complete or partial months completed during the year of termination. Also, under the employment agreements, if one of the following occurs: •the Named Executive Officer’s employment is terminated other than (i) as set forth above, (ii) by us for just cause or (iii) in connection with a “change in control” as described below; or •the Named Executive Officer (other than Messrs. Willey and Frenzel) terminates his employment for “good reason,” then, (i) for Mr. Foran, we will pay him twice his base salary and twice the average of his annual cash bonus for the prior two years; (ii) for Messrs. Singleton, Willey, Goodwin or Adams we will pay him 1.5 times his base salary and 1.5 times the average of his annual cash bonus for the prior two years; and (iii) for Mr. Frenzel, we will pay him one-half of his base salary and one-half of the average of his annual cash bonus for the prior two years. Finally, under the employment agreement of Mr. Foran, which was entered into in 2011, if we terminate Mr. Foran within 30 days prior to the “change in control” or within 12 months after the “change in control” without just cause or Mr. Foran terminates his employment with or without “good reason” during such period, we will pay him three times his base salary and three times the average of his annual cash bonus for the prior two years. This agreement was entered into prior to our initial public offering. At that time, we believed a “modified single trigger” was appropriate given the Company’s size, early stage of development and strong growth aspirations. Since that time, however, we have ceased to use “modified single triggers” in executive employment agreements, and we intend to exclusively use “double triggers” going forward, as we have since 2014. The agreements entered into with Messrs. Singleton, Willey, Goodwin, Adams and Frenzel, each include a “double trigger” such that if we terminate either executive within 30 days prior to the “change in control” or within 12 months after the “change in control” without just cause or he terminates his employment with “good reason,” we will pay Messrs. Singleton, Willey, Goodwin and Adams three times his base salary and three times the average of his annual cash bonus for the prior two years and Mr. Frenzel two times his base salary and two times the average of his annual cash bonus for the prior two years. In addition, if any of our Named Executive Officers are terminated or terminate their employment as set forth above in connection with a “change in control,” all equity awards of such Named Executive Officer vest immediately prior to such termination. For definitions of “change in control,” “good reason” and “just cause,” please see the employment agreement of each Named Executive Officer, each of which is included as an exhibit to the Company’s most recent Annual Report on Form 10-K or Quarterly Report on Form 10-Q. Equity Plans For equity grants under the Matador Resources Company 2019 Long-Term Incentive Plan (as amended, the “2019 Plan”), other than the PSUs, vesting upon a “change in control” for the Named Executive Officers mirrors the terms of their employment agreements. The PSUs vest upon a “change in control” based on performance achieved through the date of such change in control, as it is anticipated that a change in control would make achievement of relative total shareholder performance impractical to measure. The “change in control” provisions in the employment agreements and the equity grants under the 2019 Plan help prevent management from being distracted by rumored or actual changes in control. The “change in control” provisions provide: •incentives for those Named Executive Officers to remain with us despite the uncertainties of a potential or actual change in control; •assurance of severance payments for terminated Named Executive Officers; and •access to equity compensation after a change in control.

  46. Clawback Policy

    | Name and Principal Position | Year | Salary | Stock Awards(1) | Non-Equity Incentive Plan Compensation(2) | All Other Compensation | Total | | Joseph Wm. Foran | 2023 | $1,350,000 | $3,575,900 | $3,105,000 | $25,699(3) | $8,056,599 | | Chairman of the Board and | 2022 | $1,350,000 | $4,472,369 | $3,105,000 | $23,949 | $8,951,318 | | Chief Executive Officer | 2021 | $1,231,250 | $5,203,040 | $2,600,000 | $22,899 | $9,057,189 | | Van H. Singleton, II | 2023 | $800,000 | $1,787,950 | $1,610,000 | $23,100(4) | $4,221,050 | | President-Land, Acquisitions | 2022 | $750,000 | $2,140,604 | $1,509,375 | $21,350 | $4,421,329 | | and Divestitures and Planning | | | | | | | | Brian J. Willey | 2023 | $600,000 | $1,008,980 | $1,365,000 | $23,100(4) | $2,997,080 | | Executive Vice President | | | | | | | | and Chief Financial Officer | | | | | | | | Billy E. Goodwin | 2023 | $800,000 | $1,787,950 | $1,610,000 | $23,100(4) | $4,221,050 | | Former President-Operations | 2022 | $750,000 | $2,140,604 | $1,509,375 | $21,350 | $4,421,329 | | | 2021 | $693,333 | $2,349,760 | $1,160,000 | $20,300 | $4,223,393 | | Craig N. Adams | 2023 | $800,000 | $1,787,950 | $1,610,000 | $25,381(5) | $4,223,331 | | Former Executive Vice President, | 2022 | $750,000 | $2,140,604 | $1,509,375 | $23,631 | $4,423,610 | | Co-Chief Operating Officer, Chief of Staff and Corporate Secretary | 2021 | $693,333 | $2,349,760 | $1,160,000 | $22,581 | $4,225,674 | | Michael D. Frenzel | 2023 | $450,000 | $801,205 | $776,250 | $23,100(4) | $2,050,555 | | Executive Vice President, | 2022 | $463,540 | $1,032,063 | $450,000 | $21,350 | $1,966,953 | | Treasurer and Former Principal Financial Officer | | | | | | |

  47. Employment Agreements

    | Year (a) | Summary Compensation Table Total for Principal Executive Officer (“PEO”)(1) (b) | Compensation Actually Paid to PEO(2) (c) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers(3) (d) | Average Compensation Actually Paid to Non-PEO Named Executive Officers(4) (e) | Value of Initial Fixed $100 Investment Based On: | | Net Income (thousands)(7) (h) | Adj. EBITDA (thousands)(8) (i) | | | | | | | Total Shareholder Return(5) (f) | Peer Group Total Shareholder Return(6) (g) | | | | 2023 | $8,056,599 | $7,633,074 | $3,542,613 | $3,274,057 | $323.31 | $208.67 | $846,074 | $1,849,547 | | 2022 | $8,951,318 | $21,872,248 | $3,126,314 | $7,943,940 | $321.55 | $196.87 | $1,214,206 | $2,127,156 | | 2021 | $9,057,189 | $27,355,621 | $4,310,734 | $12,883,431 | $206.28 | $140.32 | $584,968 | $1,051,973 | | 2020 | $1,689,547 | $4,092,405 | $923,071 | $2,032,796 | $67.11 | $102.23 | $(593,205) | $519,277 |

  48. Employment Agreements

    | Compensation Actually Paid to PEO | 2023 | | Summary Compensation Table Total | $8,056,599 | | Less, value of “Stock Awards” reported in Summary Compensation Table | $(3,575,900) | | Plus, year-end fair value of outstanding and unvested equity awards granted in the year | $2,916,800 | | Plus (less), year over year change in fair value of outstanding and unvested equity awards granted in prior years | $(95,251) | | Plus (less), change in fair value from prior year-end to vesting date of equity awards granted in prior years that vested in the year | $330,826 | | Compensation Actually Paid to Mr. Foran | $7,633,074 |

  49. Employment Agreements

    | Average Compensation Actually Paid to Non-PEO Named Executive Officers | 2023 | | Average Summary Compensation Table Total | $3,542,613 | | Less, average value of "Stock Awards" reported in Summary Compensation Table | $(1,434,807) | | Plus, average year-end fair value of outstanding and unvested equity awards granted in the year | $976,698 | | Plus (less), average year over year change in fair value of outstanding and unvested equity awards granted in prior years | $(35,851) | | Plus (less), average change in fair value from prior year-end to vesting date of equity awards granted in prior years that vested in the year | $225,404 | | Average Compensation Actually Paid to Non-PEO Named Executive Officers | $3,274,057 |

  50. Description of Certain Relationships between Information Presented in the Pay versus Performance Table

    Description of Certain Relationships between Information Presented in the Pay versus Performance Table As described in more detail in the section “Executive Compensation—Compensation Discussion and Analysis,” the Company’s executive compensation program reflects a variable pay-for-performance philosophy. While the Company utilizes several performance measures to align executive compensation with Company performance, all of those Company measures are not presented in the Pay versus Performance table. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with SEC rules) for a particular year. In accordance with SEC rules, the Company is providing the following descriptions of the relationships between information presented in the Pay versus Performance table.

  51. Financial Performance Measures

    | Name | Fees Earned or Paid in Cash | Stock Awards (1) | All Other Compensation | Total | | Shelley F. Appel(2) | $67,333 | $134,982 | $— | $202,315 | | Reynald A. Baribault | $170,000 | $134,982 | $— | $304,982 | | R. Gaines Baty(3) | $178,333 | $134,982 | $— | $313,315 | | William M. Byerley | $120,000 | $134,982 | $— | $254,982 | | Monika U. Ehrman | $90,833 | $134,982 | $— | $225,815 | | James M. Howard | $90,833 | $134,982 | $— | $225,815 | | Timothy E. Parker(4) | $190,833 | $134,982 | $— | $325,815 | | Julia P. Forrester Rogers | $105,000 | $134,982 | $— | $239,982 | | Kenneth L. Stewart | $76,250 | $134,982 | $— | $211,232 |