DEF 14A of Ring Energy, Inc., Apr 16, 2024

DEF 14A of Ring Energy, Inc.

Filed Apr 16, 2024 · FY20230001628280-24-016434

Open on EDGAR

  1. (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

    | DIRECTOR COMPENSATION | Director Compensation | 70 | | OTHER COMPENSATION MATTERS | Compensation Committee Report | 73 | | | Compensation Committee Interlocks and Insider Participation | 73 | | RELATED PARTY TRANSACTIONS | Transactions With Related Persons, Promoters and Certain Control Persons | 74 | | BENEFICIAL OWNERSHIP | Security Ownership of Certain Beneficial Owners and Management | 75 | | PROPOSAL 2: NON-BINDING, ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION | Summary | 79 | | | Board Recommendation on Proposal | 79 | | PROPOSAL 3: RATIFICATION OF THE APPOINTMENT OF GRANT THORNTON LLP | Summary | 80 | | | Public Accounting Fees | 80 | | | Board Recommendation on Proposal | 81 | | | Audit Committee Report | 82 | | STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS FOR THE 2025 ANNUAL MEETING AND OTHER ITEMS | Summary of Procedures For Submitting a Proposal or Nominating a Director | 84 | | | Other Business | 84 | | | Annual Report | 85 | | APPENDIX A | GAAP to Non-GAAP Reconciliations | 86 |

  2. DIRECTORS

    DIRECTORS The following table sets forth the names, ages, and titles, as of April 16, 2024, of each of our directors:

  3. DIRECTORS

    | NAME | AGE | POSITION | | Management Director | | | | Paul D. McKinney | 65 | Chairman of the Board of Directors and Chief Executive Officer | | Non-Independent Director | | | | Roy I. Ben-Dor (1) | 41 | Director | | Independent Directors | | | | Anthony B. Petrelli | 71 | Lead Director | | John A. Crum | 72 | Director | | David S. Habachy | 48 | Director | | Richard E. Harris | 71 | Director | | Thomas L. Mitchell | 64 | Director | | Regina Roesener | 64 | Director | | Clayton E. Woodrum (1) | 84 | Director |

  4. DIRECTORS

    (1) Messrs. Ben-Dor and Woodrum have notified the Board of their decision to not stand for re-election at the Annual Meeting. We did not pay any third-party fees to assist in the process of identifying or evaluating candidates. Each nominee is currently a director on our Board. Mr. Petrelli joined the Board in January 2013. Ms. Roesener joined the Board in September 2019. Messrs. McKinney, Mitchell, Crum and Harris joined the Board in October 2020. Mr. Habachy joined the Board in September 2022. Each nominee has consented to being named as a nominee in this proxy statement and has indicated a willingness to serve on our Board if elected. Stockholders may not cumulate their votes in the election of our directors. We have no reason to believe that the nominees will be unable or unwilling to serve if elected; however, if a nominee should become unable or unwilling to serve for any reason, proxies may be voted for another person nominated as a substitute by our Board.

  5. DIRECTORS

    | BOARD COMMITTEES | | | | | | | | | | | | Audit Committee | Compensation Committee | Nominating, Environmental, Social, and Governance Committee | Committee Chairperson | Lead Independent Director |

  6. DIRECTORS

    | | Paul D. McKinney joined Ring on October 1, 2020 and his most recent role prior to joining the Company was President, CEO & Director of SandRidge Energy (NYSE:SD)(“SandRidge”). He accepted the post in January 2019 and continued there eleven months before resigning in December 2019. Prior to SandRidge, Mr. McKinney was President & Chief Operating Officer for Yuma Energy, Inc. (NYSE American:YUMA)(“Yuma”) since April 2017 after serving as Yuma’s Executive Vice President and Chief Operating Officer since October 2014. Mr. McKinney served as a petroleum engineering consultant for Yuma’s predecessor from June 2014 to September 2014 and for Yuma from September 2014 to October 2014. Yuma filed for protection under federal bankruptcy laws in April 2020. Mr. McKinney served as Region Vice President, Gulf Coast Onshore, for Apache Corporation (NYSE:APA)(“Apache”) from 2010 through 2013, where he was responsible for the development and all operational aspects of the Gulf Coast region for Apache. Prior to his role as Region Vice President, Mr. McKinney was Manager, Corporate Reservoir Engineering, for Apache from 2007 through 2010. From 2006 through 2007, Mr. McKinney was Vice President and Director, Acquisitions & Divestitures for Tristone Capital, Inc. Mr. McKinney commenced his career with Anadarko Petroleum Corporation (NYSE:APC)(“Anadarko”) and held various positions with Anadarko over a 23 year period from 1983 to 2006, including his last title as Vice President of Reservoir Engineering, Anadarko Canada Corporation. From July 2017 to December 2021, Mr. McKinney was a member of the board of directors for Pro-Ject Holdings, LLC a privately owned oil field chemical services company. He co-authored Advanced Reservoir Engineering, Gulf Professional Publishing, Elsevier, and Society of Petroleum Engineers paper number SPE-75708-MS: Applied Reservoir Characterization for Maximizing Reserve Growth and Profitability in Tight Gas Sands: A Paradigm Shift in Development Strategies for Low-Permeability Gas Reservoirs. Mr. McKinney entered the United States Air Force upon graduating from high school and continued in the United States Air Force Reserves while attending college. Mr. McKinney attended Louisiana Tech University and graduated with a Bachelor of Science degree in Petroleum Engineering in 1983. Effective October 1, 2020, Mr. McKinney was appointed to the Board to fill a vacancy created from the resignation of prior directors. At that time, Mr. McKinney was appointed as Chairman of the Board and as Chief Executive Officer. The particular experience, qualifications, attributes, and skills that led our Board to conclude that Mr. McKinney should serve as director include his 40 years of experience in the oil and gas industry; his extensive experience in advanced reservoir engineering and economic evaluations, strategic planning, and pursuing strategic transactions; his corporate governance, compliance, and risk management experience; and his experience as a director of public and private companies. | | Paul D. McKinney Chairman of the Board of Directors and Chief Executive Officer Age: 65 Director Since: 2020 | |

  7. DIRECTORS

    | | Anthony B. Petrelli served from 2010 to 2022 as President, Chairman and Director of Investment Banking Services of NTB Financial Corporation, a Denver, Colorado based financial services firm founded in 1977. Since the beginning of 2023, Mr. Petrelli has served as a registered representative and financial consultant with Momentum Independent Network, a FINRA member firm. Beginning his career in 1972 in the investment industry, Mr. Petrelli has extensive experience in the areas of corporate finance, underwriting, management, operations, sales, and trading. He has served on numerous regulatory and industry committees including service on the FINRA (previously “NASD”) Corporate Finance Committee, FINRA National Adjudicatory Council (Vice Chairman), FINRA Small Firm Advisory Board, and Chairman of the FINRA District Business Conduct Committee for District 3. Mr. Petrelli has also served as an Arbitrator for FINRA dispute resolution. Additionally, since 2016 Mr. Petrelli has served as a director and member of the audit committee for Sensus Healthcare, Inc. (NASDAQ:SRTS), a medical device company. He has also served on several other public company boards including director and member of the audit committee of Arena Resources Inc. (NYSE:ARD), an oil and gas exploration, development and production company, and director of Natural Gas Services Group (NYSE:NGS), a provider of natural gas compression equipment and services to the energy industry. Mr. Petrelli has also served as an advisory director on several other public company boards. In addition to his career in the investment industry, Mr. Petrelli served on the board of directors of Southwest Counseling Associates, a Denver, Colorado based professional counseling firm. Mr. Petrelli established Equinox Counseling LLC in 2012, and is a Licensed Professional Counselor (LPC), a National Certified Counselor (NCC) and an Approved Clinical Supervisor (ACS). Mr. Petrelli received his Bachelor of Science degree in Business (Finance) and his Master of Business Administration (MBA) degree from the University of Colorado. In addition, he received his Master of Arts degree in Counseling from Denver Seminary. The particular experience, qualifications, attributes, and skills that led our Board to conclude that Mr. Petrelli should serve as director include his experience and expertise in financial and business matters with significant involvement in corporate governance and financial matters; his service on the FINRA Corporate Finance Committee, the NASD Small Firm Advisory Board and as Chairman of the FINRA District Business Conduct Committee; and his board experience. | | | | | | Anthony B. Petrelli Lead Independent Director Age: 71 Director Since: 2013 | | | | | | | | Board Committees: | | | | |

  8. DIRECTORS

    | | John A. Crum is managing partner of JAC Energy Partners, LLC, formed to provide advice to companies and individual investors in oil and gas exploration and production. He has been involved with worldwide oil and gas development for more than 40 years. Mr. Crum currently serves as a director for: Forty Acres Energy, LLC, an oil company developing Permian Basin waterflood assets. He served as chief executive officer and director of Midstates Petroleum Company Inc. (NYSE:MPO), from 2011 to 2014. From 1995 to 2011, Mr. Crum served in a variety of executive roles for Apache Corporation (NYSE:APA), including co-chief operating officer and president, North America, president Apache Canada Ltd., managing director Apache North Sea (UK), managing Director Apache Energy Ltd. (Australia), and executive vice president for Eurasia and worldwide new ventures. Earlier in his career, Mr. Crum held positions of responsibility at Aquila Energy Corporation, Pacific Enterprises Oil Company, and Southland Royalty Company. He began his career with Conoco in 1975. He has previously served as a director of several public and private companies including the midstream MLP, Midcoast Energy Partners, LP; exploration and production company, Crestone Peak Resources; rotorcraft services supplier, CHC Helicopter; and for the biofuels technology company, Coskata Inc. Mr. Crum has been active with industry groups serving on the boards of the Australian Petroleum Production and Exploration Association (APPEA), UK Offshore Operators Association (UKOOA), and Canadian Association of Petroleum Producers (CAPP) during assignments in those countries. He holds a Bachelor of Science degree in petroleum engineering from the New Mexico Institute of Mining and Technology. The particular experience, qualifications, attributes, and skills that led our Board to conclude that Mr. Crum should serve as a director include his significant worldwide oil and gas experience; and his prior executive and Board experience. | | | | John A. Crum Independent Director Age: 72 Director Since: 2020 | | | | | | Board Committees: | | |

  9. DIRECTORS

    | | David S. Habachy served as a Managing Director on the energy team of Warburg Pincus from 2017 until July 2022. Previously, Mr. Habachy served as Managing Director and member of the Investment Committee of the Kayne Anderson Energy Funds. Additionally, Mr. Habachy served on numerous boards of oil and gas E&P domestic and international companies during his tenure in private equity. Prior to entering into private equity in 2008, Mr. Habachy spent 10 years in asset management, operations and consulting in the upstream E&P business. He started his petroleum engineering career at Arco/Vastar in 1998. Mr. Habachy previously served on the Board of Directors of Earthstone Energy, Inc. Additionally, Mr. Habachy currently serves on the Investment Committee Board for Memorial Hermann Health System and is a board member of the Houston Producers’ Forum. Mr. Habachy holds a B.S. in Chemical Engineering and an MBA degree with George Kozmetsky highest honors distinction from The University of Texas at Austin. The particular experience, qualifications, attributes, and skills that led our Board to conclude that Mr. Habachy should serve as a director include his extensive experience in the oil and gas industry, including serving on the boards of private oil and gas exploration and production companies, and his serving as a managing director at Warburg makes him uniquely positioned to provide the Board with insight and advice on a full range of strategic, financial and governance matters. | | | | David S. Habachy Independent Director Age: 48 Director Since: 2022 | | | | | | Board Committees: | | |

  10. DIRECTORS

    | | Richard E. Harris began his corporate career in 1981, joining The Standard Oil Company of Ohio (“SOHIO”) in the Treasury Department. SOHIO was acquired by British Petroleum plc (“BP”) in 1987. Mr. Harris continued to be assigned challenging positions with increasing responsibility within BP Finance and BP America Finance. Mr. Harris’ achievements earned him a two year assignment in Belgium as a member of a team charged with integrating finance functions across Europe into BP Oil Europe in Brussels. In 1995, Mr. Harris left BP to join Compaq Computer Corporation in a newly created position where Mr. Harris developed and enhanced the company’s global capabilities in corporate finance, financial planning, M&A pre-close analysis and post close evaluation as well as global treasury management. Compaq promoted Mr. Harris to Assistant Treasurer, Global Treasury in 1999. In 2003, Mr. Harris joined Cummins Inc.’s executive team as Vice President, Treasurer and led initiatives to develop best in class global treasury processes and procedures. Mr. Harris was also secretary of the Finance Committee of the Cummins Board of Directors and collaborated with the Board members on a frequent basis. Mr. Harris established a world class global treasury organization which supported the Cummins’ businesses in 198 countries worldwide. Mr. Harris was promoted to Vice President, Chief Investment Officer in 2008. Mr. Harris’ team successfully developed, implemented and provided oversight for processes to source, evaluate, and execute the company’s strategic acquisitions, investments, and joint ventures. In 2015, Mr. Harris retired to Austin, Texas. In February, 2022, Mr. Harris joined the Board of Directors of Longhorn Village, a private senior living facility in Austin, TX. Mr. Harris received a Bachelor of Science in Mathematics and Master of Business Administration from John Carroll University. Subsequent to Mr. Harris’ appointment to the Board in 2020, he joined the board of directors of BPH Holding Co. Inc. (“BPH”) and its Austin, Texas subsidiary, Longhorn Village. BPH is a not-for-profit company that focuses on the development and management of senior living communities in Texas. Mr. Harris currently serves on the strategic planning committee of the BPH Board. The particular experience, qualifications, attributes, and skills that led our Board to conclude that Mr. Harris should serve as a director include his significant worldwide business experience; and his prior executive and Board experience. | | | | Richard E. Harris Independent Director Age: 71 Director Since: 2020 | | | | | | Board Committees: | | |

  11. DIRECTORS

    | | Thomas L. Mitchell is a strategic finance leader with a record of driving growth in energy business models as the chief financial officer of both large and small companies in the oil and gas industry. He has had a career of strong Fortune 500 experience with exploration and production companies, and broad energy exposure with offshore drilling and midstream gathering and marketing companies. In his last position as EVP and Chief Financial Officer of Devon Energy Corporation (NYSE:DVN) from 2014 to 2017, Mr. Mitchell led the finance and business development organizations, and also helped the company successfully strengthen its asset quality through strategic acquisitions. Previously, Mr. Mitchell served as EVP and Chief Financial Officer and a member of the board of directors of Midstates Petroleum Company (now NYSE:AMPY), a private equity-funded exploration and production company. While there, Mr. Mitchell helped lead the initial public offering listing of the company on the New York Stock Exchange in 2012. From November 2006 to September 2011, Mr. Mitchell was the Senior Vice President, Chief Financial Officer of Noble Corporation (NASDAQ:NEBLQ), a publicly-held offshore drilling contractor for the oil and gas industry. Following his formal education, Mr. Mitchell began his career in public accounting with Arthur Andersen & Co. where he practiced as a CPA (currently inactive), then, in 1989 entered the oil and gas industry at Apache Corporation (NYSE:APA) where he spent eighteen years in various finance and commercial roles, the last being Vice President and Controller. Mr. Mitchell currently serves on the board of EPIC Midstream Holdings GP, LLC, a private midstream crude and NGL infrastructure company. He previously served on the board of directors of Hines Global REIT, Inc., a public real estate investment trust, Sundance Energy, Inc. (OTC MKTS:SNDEQ), a public exploration and production company, and EnLink Midstream Partners, LP and EnLink Midstream, LLC (NYSE:ENLC). Mr. Mitchell graduated from Bob Jones University with a B.S. in Accounting. The particular experience, qualifications, attributes, and skills that led our Board to conclude that Mr. Mitchell should serve as a director include his significant financial background; his public accounting experience; his prior performance of chief financial officer functions for both public and private companies; and his board experience. | | | | Thomas L. Mitchell Independent Director Age: 64 Director Since: 2020 | | | | | | Board Committees: | | |

  12. DIRECTORS

    | | Regina Roesener served as the Chief Operating Officer, Director of Corporate Finance and a member of the board of directors of NTB Financial Corporation (“NTB”), a member firm of FINRA and also a Registered Investment Advisor with the SEC from 1990 to 2022. During her more than 30-year tenure at NTB, Ms. Roesener was involved in the capital raising efforts for numerous public and private companies, many of which were in the energy sector, collectively raising more than $300 million. This involved working closely with executive management of the issuing company to develop and deliver their investor presentations and road shows, utilizing longstanding strategic relationships with participating FINRA member firms. In addition, in her position at NTB, Ms. Roesener was responsible for the management of an internal market broker for a large, SEC registered public company, where she facilitated more than $500 million in transactions over 15 years. She has served as a board member of the National Investment Bankers Association and as a member of Women in Syndicate Association and has served as a board member for the Denver chapter of the March of Dimes. She is a member of the National Association of Corporate Directors and the Institute for Excellence in Corporate Governance. Ms. Roesener received her Bachelor of Science degree in Education from the University of Colorado in 1982. Ms. Roesener completed the Wharton Executive Education-Corporate Governance Certificate Program in 2022. The particular experience, qualifications, attributes, and skills that led our Board to conclude that Ms. Roesener should serve as director include her experience and knowledge in the areas of corporate governance, corporate finance and capital markets, which the Board believes will provide valuable insight and assistance in the future growth of the Company. | | | | Regina Roesener Independent Director Age: 64 Director Since: 2019 | | | | | | Board Committees: | | |

  13. DIRECTORS

    The Board unanimously recommends a vote FOR the election of each of the director nominees named above. The management proxy holder will vote all properly submitted proxies FOR election of each director unless properly instructed otherwise. CORPORATE GOVERNANCE AND OUR BOARD

  14. CORPORATE GOVERNANCE HIGHLIGHTS

    CORPORATE GOVERNANCE HIGHLIGHTS

  15. CORPORATE GOVERNANCE HIGHLIGHTS

    | RELATING TO THE BOARD | | | • Annual elections of the entire Board | • Dedication to continuing director education | | • Majority independent directors | • Dedication to diversity on the Board | | • Annual evaluations of the Board, each committee, and each director | • Designated Lead Independent Director | | • Insider trading policy that prohibits hedging, pledging, and margin transactions in Company securities | • Board committees comprised entirely of independent directors | | • Maintains corporate governance guidelines | • Board oversees environmental, social, and governance practices | | • Annual say-on-pay vote | • Board oversees succession planning for the CEO and executive officer positions | | • Director overboarding policy | • Adopted stock ownership guidelines for officers and directors |

  16. CORPORATE GOVERNANCE HIGHLIGHTS

    | RELATING TO STOCKHOLDER RIGHTS | | | • Equal voting rights among all stockholders | • All stockholders entitled to vote on all director nominees | | • Ability of stockholders to call a special meeting (at a 10% threshold) | • No poison pill or similar plan | | • Ability of stockholders to act by written consent | • No supermajority voting requirements |

  17. CORPORATE GOVERNANCE HIGHLIGHTS

    We maintain a corporate governance section on our website that contains copies of the charters for the committees of our Board. The corporate governance section may be found at https://ringenergy.com/investors/corporate-governance. The charters for each of the Board’s committees will be provided to any person without charge, upon request. Requests may be directed to Ring Energy, Inc., Attention: Travis T. Thomas, Corporate Secretary, Executive Vice President and Chief Financial Officer, 1725 Hughes Landing Blvd., Suite 900, The Woodlands, TX 77380, or by calling (281) 397-3699. Also available on our website under the corporate governance section or the sustainability section are copies of our Corporate Governance Guidelines, Code of Ethics, Code of Business Conduct and our 2023 ESG Sustainability Report. We have adopted a Code of Ethics that applies to our Chief Executive Officer, Executive Vice Presidents, and Chief Financial Officer, as well as the principal accounting officer or controller, or persons performing similar functions, to ensure high standards of ethical conduct and fair dealing. Our 2023 ESG Sustainability Report discusses a wide range of our business practices and procedures designed to help promote workplace safety, health of our stakeholders, sound environmental practices, protection of human rights, and honest and ethical conduct. The Code of Business Conduct covers standards for professional conduct, including, among others, conflicts of interest, insider trading, protection, proper use of confidential information and Company assets, and compliance with the laws and regulations applicable to the Company’s business. Finally, we have adopted Corporate Governance Guidelines to assist the Board in the exercise of its responsibilities. The information on, or that can be accessed through our website, is not incorporated by reference into this proxy statement and should not be considered part of this proxy statement.

  18. OUR BOARD

    OUR BOARD Our Board currently consists of nine members and will be reduced to seven directors effective at the conclusion of the Annual Meeting. Our Articles of Incorporation and Bylaws provide for the annual election of directors. At each annual meeting of stockholders, our directors will be elected for a one-year term and serve until their respective successors have been elected and qualified. Our Board held eight meetings during the fiscal year ended December 31, 2023. During the fiscal year ended December 31, 2023, no directors attended fewer than 75% of the total number of meetings of our Board and committees on which that director served. We encourage, but do not require, our directors to attend our annual meetings of stockholders. At our last annual meeting of stockholders, eight members of our Board attended either in person or by video conference participation.

  19. OVERVIEW OF EXECUTIVE COMPENSATION

    OVERVIEW OF EXECUTIVE COMPENSATION In 2023, our compensation programs were designed to continue aligning our management team and employees with our strategic focus on generating free cash flow, maintaining production levels and reserves, strengthening the balance sheet by paying down debt and delivering long-term stockholder value. During 2023, our compensation programs included: ■Base Salary - Base salary is the principal fixed component of our compensation program and has historically been reviewed in the first quarter of each year. ■Annual Non-Equity Incentive Plan – The Annual Incentive Plan (“AIP”) is designed to focus employees on achieving strategic and measurable financial, operational, and Health, Safety and Environmental (“HSE”) performance goals established by the Board thereby incentivizing the achievement of the Company’s most important priorities. ■Long-term Equity Incentive Plan – The Long-term Incentive Plan (“LTIP”) is designed to directly align executive management and senior level employees with stockholder outcomes and the long-term financial success of the Company. ■Competitive Total Compensation – Total executive compensation was benchmarked to a peer group of similarly-sized energy companies with the assistance of an independent compensation consultant. ■Performance-Based Compensation - Our compensation program places a substantial portion of the total compensation opportunity at-risk and contingent on Ring achieving financial and operational outcomes and delivering peer-leading returns and stock price performance. 83% of CEO target compensation is incentive-based – with 57% of CEO target compensation linked to short- and long-term performance results.

  20. OVERVIEW OF EXECUTIVE COMPENSATION

    | | | | | | 40% | PSUs with 3-year Performance Period | | | 26% | RSUs with 3-year vesting | | | 17% | Target Annual Cash Bonus | | | 17% | Base Salary |

  21. ADDITIONAL COMPENSATION POLICY HIGHLIGHTS

    | WHAT WE DO | WHAT WE DON'T DO | | • Robust stock ownership guidelines for officers and directors | • Provide excessive severance arrangements, single trigger severance benefits, or excise tax gross-ups for change-in-control related termination | | • Compensation Committee oversight of officer compensation levels, incentive plan goals and other officer compensation matters | | | • Align pay outcomes with achievement of performance goals | • Allow employees or directors to hedge Company securities or pledge Common Stock as collateral on a loan | | • Maintain a clawback policy | | | • Engage an independent compensation consultant that directly advises the Compensation Committee | • Provide excessive perquisites | | • Cap incentive payouts at a maximum amount | | | • Monitor compensation-related risk for excessive risk taking potential | • Permit repricing of stock options without stockholder approval | | • Engage stockholders on officer compensation matters | |

  22. EXECUTIVE COMPENSATION PROGRAM ELEMENTS FOR 2023

    Annual Incentive Plan Our Annual Incentive Plan (“AIP”) provides for formulaic annual cash incentive awards based on the achievement of pre-set financial and non-financial objectives (“performance measures”) designed to drive employee performance to support the annual goals and objectives of the Board. The AIP awards are fully at-risk. The AIP awards can vary from 0% to 200% of the target AIP award. The target AIP award for each NEO is based on a percentage of the NEO's base salary. The target percentage is established through an analysis of compensation for comparable positions in the Company’s peer group and is intended to provide a competitive level of compensation if the Company achieves the performance measures established by the Compensation Committee. The Compensation Committee develops the performance measures to be used for the AIP awards and discusses the performance measures with the executive officers. The Compensation Committee then sets the performance measures as well as the weighting and performance levels necessary to calculate the AIP awards based on the target AIP for each NEO. For 2023, the AIP awards utilized three performance measures – Net Boe Production (Sales), Internal Rate-of-Return (“IRR”), and Net Lifting Costs. The Compensation Committee utilized Net Boe Production (Sales) as a performance measure because proceeds from the sale of our production are essentially all of our revenues, it is a strong indicator of a company’s performance in the E&P industry and is widely used by the market to evaluate companies in our industry. IRR was used as it is an important measure of a company’s capital discipline and success in operations. Finally, the Compensation Committee used Net Lifting Costs as a financial measure because it is an indicator of a company’s efficiency and ability to control expenses. The total funding level is then modified up or down based on management’s progress toward achieving certain HSE objectives (the “HSE Objectives Modifier”) established by the Board. These HSE objectives were designed to be an overriding aspect of the entire AIP in 2023. The Compensation Committee reviewed the Company’s progress during 2023 of the HSE objectives. Our corporate culture continues to promote environmental stewardship and the health and well-being of all employees; therefore, the Compensation Committee determined that the HSE objectives were achieved and did not reduce or enhance the payouts for 2023. More information regarding the performance measures, their weightings, and actual results is provided below.

  23. EXECUTIVE COMPENSATION PROGRAM ELEMENTS FOR 2023

    | AIP PERFORMANCE MEASURES FOR 2023 | WEIGHTING | THRESHOLD | TARGET | MAX | ACTUAL RESULTS | PERFORMANCE FACTOR (2) | FUNDING LEVEL (3) | | Net Production (Sales) (BOE) | 50% | 6,012,630 | 6,846,775 | 8,216,130 | 6,613,321 | 83% | 41% | | IRR (%) | 25% | 27% | 54% | 81% | 56% | 107% | 27% | | Net Lifting Costs(1) ($/BOE) | 25% | $12.42 | $11.20 | $8.96 | $10.61 | 130% | 32% | | Total | 100% | — | — | — | — | — | 100% | | HSE Objectives Modifier | 100% | N/A | 100% | 200% | 100% | | 100% | | Total Percentage of AIP Target Earned | | | | | | | 100% | | (1) Net Lifting Costs is calculated as Lease operating expenses, expressed on a barrel of oil equivalent basis. (2) The payouts for performance levels achieved between the values will be interpolated. (3) Funding level is calculated as the Weighting multiplied by the Performance Factor. | | | | | | | |

  24. EXECUTIVE COMPENSATION PROGRAM ELEMENTS FOR 2023

    Equity-Based Long-Term Incentive Compensation – PSU Awards and RSU Awards It is our policy that long-term equity compensation for our NEOs should be the largest component of their compensation and directly linked to enhancing stockholders’ value. The purpose of granting equity-based compensation is to incentivize and reward the NEOs for the Company’s achievement of its long-term objectives and goals, each individual’s contribution to meeting those goals and to encourage continued dedication and loyalty to the Company by providing NEOs with meaningful amount of Common Stock. In 2023, the LTIP awards were designed to align executive management and senior level employees with stockholder value and the long-term financial success of the Company. In 2023, we continued to grant LTIP awards with 60% in the form of PSUs and 40% in the form of service-based RSUs. ■PSUs have a three-year performance period (“performance period”) to focus on long-term stockholder returns and financial performance. ■50% of PSUs utilize the Company’s absolute total shareholder return (“TSR”) and the Company's TSR relative to a peer group of companies. See TSR Table below for the pre-established goals and applicable percentages. ■The remaining 50% of PSUs utilize the Company’s cash return on capital employed (“CROCE”) as a performance goal. (See CROCE Table below).The Compensation Committee utilizes CROCE as a performance measure to provide a broad view of Ring’s strategic, operational and financial performance and to further emphasize the importance of capital efficiency and financial returns. ■PSUs earned can vary from 0% to 200% of target based on actual performance achieved. ■RSUs are subject to a three-year vesting schedule of three equal amounts beginning with the first anniversary of the award date.

  25. TSR Table

    | | | ABSOLUTE TSR PERFORMANCE | | | | | | | <0% | 0% | 10% | ≥25% | | RELATIVE TSR PERFORMANCE (1) | <25th Percentile | 0% | 0% | 0% | 0% | | | ≥25th Percentile | 25% | 50% | 75% | 100% | | | ≥50th Percentile | 50% | 75% | 100% | 125% | | | ≥75th Percentile | 75% | 100% | 125% | 150% | | | ≥90th Percentile | 100% | 125% | 175% | 200% |

  26. CROCE Table

    | CROCE PERFORMANCE PERCENTAGE (1) | ≤0% | 5% | 10% | 15% | 20% | | CROCE PSU PERCENTAGE (2) | 0% | 50% | 100% | 150% | 200% |

  27. CROCE Table

    (1) Calculated as the average annual CROCE during the performance period. (2) CROCE PSU Percentage between 0 percent and 200 percent is adjusted through linear interpolation. Employment Agreements and Severance Effective with their hiring dates, Messrs. McKinney, Baghdati, Brooks, Dyes, and Thomas entered into employment agreements with the Company. As in effect as of December 31, 2023, and described in detail and quantified in “Potential Payments Upon Termination or Change in Control,” these NEOs will receive certain benefits under their employment agreements upon their termination by the Company without “cause” or upon their resignation for “good reason,” including terminations in connection with a change in control of the Company. The employment agreements also provide for restrictive covenants relating to non-competition, confidential information and non-solicitation of the Company’s employees and customers. These benefits are intended to ensure that the NEOs are not influenced by their personal situations and are able to be objective in evaluating a potential change in control transaction. The Compensation Committee regularly reviews termination and change in control benefits and continues to believe that the severance benefits in connection with certain terminations of employment constitute reasonable levels of protection for our NEOs. The Company does not provide any tax gross-ups for change-in-control payments. Pension Plans, Non-Qualified Deferred Compensation Plans and Change in Control Agreements The Company did not have any pension plans, non-qualified deferred compensation plans or single trigger change in control agreements for any of its NEOs for the year ended December 31, 2023. The Compensation Committee began consideration of an executive severance plan in 2023 to more closely align with updated market practices. With the advice of Meridian, the Compensation Committee assessed an appropriate severance plan over multiple meetings and recommended the adoption of a new executive severance plan to the Board in March 2024. On March 6, 2024, the Board, upon the recommendation of the Compensation Committee, approved the Ring Energy, Inc. Change in Control and Severance Benefit Plan (the “CIC Plan”) which provides for severance benefits to our NEOs and certain other officers and key employees. The CIC Plan supersedes and replaces all other severance arrangements between the Company and the NEOs, which previously had been governed by separate employment agreements. On March 6, 2024, each of the NEOs became participants in the CIC Plan upon their delivery to the Company of executed participation agreements, pursuant to which the NEOs agreed to terminate the existing employment agreements between them and the Company, effective immediately, and the terms of the CIC Plan and respective participation agreements supersede any rights or entitlements to severance benefits under any employment agreement so terminated or other severance arrangements. Mr. McKinney was designated as a Tier 1 NEO and the other NEOs were designated as Tier 2 NEOs by the Compensation Committee. Pursuant to the CIC Plan, following a Change in Control (as defined in the CIC Plan) and during the “protection period,” which period extends from the date six months prior to a Change in Control until the date 24 months following the occurrence of a Change in Control, if the Tier 1 NEO’s employment is terminated by the Company without Cause (as defined in the CIC Plan) or by him for a CIC Good Reason (as defined in the CIC Plan), he is entitled to (1) 300% of his annual base salary; (2) 300% of his most recent target annual bonus (the “AIP Amount”); (3) 100% of his pro-rated AIP Amount (based on the number of days employed during the year of termination); (4) acceleration and vesting of his outstanding equity awards; and (5) reimbursement of 24 months of health benefits. In addition, following the Tier 1 NEO’s death or disability, he would be entitled to (1) acceleration and vesting of his outstanding equity awards; and (2) reimbursement of 12 months of health benefits. Pursuant to the CIC Plan, if the Tier 1 NEO’s employment with the Company is terminated by the Company without Cause or by him for a Good Reason (as defined in the CIC Plan) and not during the applicable protection period, he is entitled to receive (1) 200% of his annual base salary, (2) 200% of his AIP Amount; (3) 100% of his pro-rated AIP Amount (based on the number of days employed during the year of termination); (4) acceleration and vesting of his outstanding equity awards; and (5) reimbursement of 24 months of health benefits. Pursuant to the CIC Plan, following a Change in Control and during the “protection period,” which period extends from the date six months prior to a Change in Control until the date 24 months following the occurrence of a Change in Control, if the Tier 2 NEO’s employment is terminated by the Company without Cause or by him for a CIC Good Reason, he is entitled to (1) 200% of his annual base salary; (2) 200% of his AIP Amount; (3) 100% of his pro-rated AIP Amount (based on the number of days employed during the year of termination); (4) acceleration and vesting of his outstanding equity awards; and (5) reimbursement of 18 months of health benefits. In addition, following the Tier 2 NEO’s death or disability, he would be entitled to (1) acceleration and vesting of his outstanding equity awards; and (2) reimbursement of 12 months of health benefits. Pursuant to the CIC Plan, if the Tier 2 NEO’s employment with the Company is terminated by the Company without Cause or by him for a Good Reason and not during the applicable protection period, he is entitled to receive (1) 100% of his annual base salary; (2) 100% of his AIP Amount; (3) 100% of his pro-rated AIP Amount (based on the number of days employed during the year of termination); (4) acceleration and vesting of his outstanding equity awards; and (5) reimbursement of 18 months of health benefits. Other Benefits Our NEOs are eligible to participate in all of our employee benefit plans, such as medical, dental, vision, group life, and short and long-term disability, subject to applicable laws. We also provide vacation and other paid holidays to all employees, including our NEOs. We maintain a 401(k) plan for eligible employees. Under the 401(k) plan, eligible employees may elect to contribute a portion of their eligible compensation on a pre-tax basis in accordance with the limitations imposed under the Internal Revenue Code of 1986, as amended (the "Code"). The 401(k) plan allows eligible employees to make pre-tax or after-tax contributions of up to 100% of their annual eligible compensation. The Company makes matching contributions of up to 6% of any employee’s compensation, subject to IRS limitations.

  28. RISK CONSIDERATIONS IN OUR OVERALL COMPENSATION PROGRAM

    RISK CONSIDERATIONS IN OUR OVERALL COMPENSATION PROGRAM Our compensation program is designed to focus on meeting the Company’s objectives and goals while discouraging management from undue risk-taking. When establishing and reviewing our executive compensation program, the Compensation Committee has considered whether the program encourages unnecessary or excessive risk taking and has concluded that it does not. While behavior that may result in inappropriate risk taking cannot necessarily be prevented by the structure of compensation practices, we believe that our compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on the Company. Moreover, with limited exceptions, our Compensation Committee retains discretion to impose additional conditions and adjust compensation for quality of performance and adherence to the Company’s values. RSU awards generally vest in ratable annual installments on each of the first three anniversaries of the grant date. PSU awards generally cliff-vest at the end of the three-year performance period. Both of these vesting schedules further mitigate risk in the event any executive officer departs or is terminated prior to vesting of the awards. In November 2023, the Company adopted a clawback policy, as required by Section 10D of the Exchange Act and the listing standards adopted by the NYSE American. In the event of certain accounting restatements, this policy requires us to pursue recovery from current and former executive officers (as defined under the applicable rules) of any amount of incentive-based awards paid during the three years preceding the accounting restatement that exceeds the amount that would have otherwise been paid if calculated based on the restated financial reporting measure, calculated on a pre-tax basis. We believe that our compensation policies and practices for all employees, including executive officers, do not create risks that are reasonably likely to have a material adverse effect on the Company.

  29. EXECUTIVE COMPENSATION

    EXECUTIVE COMPENSATION The “Summary Compensation Table” should be read in connection with the tables and narrative descriptions contained in the CD&A. The “Outstanding Equity Awards at Fiscal Year End Table” and “Option Exercises and Stock Vested Table” provide further information on each NEO's potential realizable value and actual value realized with respect to his equity awards.

  30. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE

  31. SUMMARY COMPENSATION TABLE

    | NAME AND PRINCIPAL POSITION | YEAR | SALARY ($) | BONUS ($) (2) | EQUITY AWARDS (1) ($) | NON-EQUITY INCENTIVE PLAN COMPENSATION ($) | ALL OTHER COMPENSATION (3) ($) | | | Paul D. McKinney, Chief Executive Officer and Chairman of the Board | 2023 | $569,167 | $— | $2,604,595 | $569,167 | $19,800 | $3,762,729 | | | 2022 | $530,000 | $73,900 | $2,369,893 | $726,100 | $18,300 | $3,718,193 | | | 2021 | $480,000 | $— | $2,464,517 | $518,400 | $30,200 | $3,493,117 | | Travis T. Thomas, Executive Vice President and Chief Financial Officer | 2023 | $345,000 | $— | $566,215 | $258,750 | $19,800 | $1,189,765 | | | 2022 | $315,000 | $32,900 | $592,474 | $302,100 | $18,300 | $1,260,774 | | | 2021 | $278,912 | $— | $616,130 | $219,240 | $14,986 | $1,129,268 | | Stephen D. Brooks, Executive Vice President of Land, Legal, Human Resources and Marketing | 2023 | $345,000 | $— | $566,215 | $258,750 | $19,800 | $1,189,765 | | | 2022 | $315,000 | $32,900 | $592,474 | $302,100 | $18,300 | $1,260,774 | | | 2021 | $290,000 | $— | $616,130 | $219,240 | $14,500 | $1,139,870 | | Marinos C. Baghdati, Executive Vice President of Operations | 2023 | $345,000 | $— | $566,215 | $258,750 | $19,800 | $1,189,765 | | | 2022 | $315,000 | $32,900 | $592,474 | $302,100 | $18,300 | $1,260,774 | | | 2021 | $290,000 | $— | $616,130 | $219,240 | $17,400 | $1,142,770 | | Alexander Dyes, Executive Vice President of Engineering and Corporate Strategy | 2023 | $345,000 | $— | $566,215 | $258,750 | $19,800 | $1,189,765 | | | 2022 | $315,000 | $32,900 | $592,474 | $302,100 | $15,760 | $1,258,234 | | | 2021 | $290,000 | $— | $616,130 | $219,240 | $14,500 | $1,139,870 |

  32. SUMMARY COMPENSATION TABLE

    (1)For the RSUs granted, the awards were valued based on the closing market price for our shares of Common Stock on the NYSE American on the grant dates. For the PSUs half of the awards were valued using a Monte Carlo simulation as of the grant dates, and the other half of the awards were valued based on the closing market price for our shares of Common Stock on the NYSE American on the grant dates. The PSUs granted in 2023 were valued using the Monte Carlo simulation as of the grant dates and incorporated the following assumptions: performance period end date – December 31, 2025; expected term (years) – 2.87 years; expected volatility – 88.19%; risk-free interest rate – 4.34%; and expected dividend yield – 0.00%. The maximum award opportunity for each applicable NEO for the 2023 PSU awards as of the grant date is as follows: Mr. McKinney $3,369,191, Mr. Thomas $732,431, Mr. Brooks $732,431, Mr. Baghdati $732,431, and Mr. Dyes $732,431. (2)Represents the discretionary portion of AIP. (3)The amounts reported in the “All Other Compensation” column for 2023 are summarized in the following table: All Other Compensation

  33. SUMMARY COMPENSATION TABLE

    | NAME | YEAR | BOARD FEES (a) | 401(K) CONTRIBUTIONS (b) | TOTAL | | Paul D. McKinney | 2023 | $— | $19,800 | $19,800 | | | 2022 | $— | $18,300 | $18,300 | | | 2021 | $17,000 | $13,200 | $30,200 | | Travis T. Thomas | 2023 | $— | $19,800 | $19,800 | | | 2022 | $— | $18,300 | $18,300 | | | 2021 | $— | $14,986 | $14,986 | | Stephen D. Brooks | 2023 | $— | $19,800 | $19,800 | | | 2022 | $— | $18,300 | $18,300 | | | 2021 | $— | $14,500 | $14,500 | | Marinos C. Baghdati | 2023 | $— | $19,800 | $19,800 | | | 2022 | $— | $18,300 | $18,300 | | | 2021 | $— | $17,400 | $17,400 | | Alexander Dyes | 2023 | $— | $19,800 | $19,800 | | | 2022 | $— | $15,760 | $15,760 | | | 2021 | $— | $14,500 | $14,500 | | (a)For Mr. McKinney, the amounts reported in this column represent the fees earned or paid in cash in connection with his service as a director. Mr. McKinney did not receive equity compensation or any other forms of compensation related to his Board service. Board fees for Mr. McKinney ceased as of June 1, 2021. (b)The 401(K) contributions by the Company match into the Company’s sponsored 401(K) plan. Subject to IRS limits, Company contributions to each employee’s 401(K) account consist of a matching contribution of up to 6% of the employee’s eligible salary. | | | | |

  34. EMPLOYMENT AGREEMENTS

    EMPLOYMENT AGREEMENTS The discussion below is based on the employment agreements with our NEOs in effect as of December 31, 2023. As discussed above in the CD&A, on March 6, 2024, the Board, upon the recommendation of the Compensation Committee, approved the CIC Plan which provides for severance benefits to our NEOs and certain other officers and key employees. The CIC Plan supersedes and replaces all other severance arrangements between the Company and the NEOs, which previously had been governed by separate employment agreements. Effectively, the employment agreements with our NEOs terminated on March 6, 2024 as further discussed in the CD&A section. Paul D. McKinney. Effective October 1, 2020. Mr. McKinney entered into an employment agreement with the Company, effective October 1, 2020. Under the agreement, Mr. McKinney serves as Chief Executive Officer on an at-will basis for an indefinite term. The agreement provides for an initial base salary of $480,000 per year and eligibility to receive annual bonuses at the discretion of the Board with a target bonus equal to a percentage of his annual base salary established annually by the Board. Mr. McKinney is also eligible to participate in and receive awards under the LTIP, with a target value equal to a percentage of his annual base salary, determined by the Board (based on the grant date value of any such award), based on the achievement of performance goals established by the Board. In addition, the agreement provided for a sign-on cash bonus of $54,000 and equity grant of 300,000 shares of restricted Common Stock (subject to a three-year vesting period and the terms and conditions of the award agreement). Mr. McKinney is also subject to certain non-competition and non-solicitation restrictions for a period of one year following any termination of employment, as well as certain confidentiality restrictions that apply indefinitely. Under Mr. McKinney’s employment agreement, if the Company (i) materially reduces his then current base salary, title, authority or responsibilities, (ii) requires relocation of Mr. McKinney’s primary place of employment to a location more than 50 miles from the Company’s office in The Woodlands, Texas, (iii) fails to timely pay in full base salary or incentive compensation, or (iv) otherwise materially breaches the agreement, Mr. McKinney would have a basis to invoke his rights under the agreement for termination for good reason. In addition, if in the six months before or 24 months following a change in control (as defined in Mr. McKinney’s employment agreement) the Company were to materially reduce Mr. McKinney’s maximum bonus opportunity, he would similarly have a basis to terminate for good reason. For a description of the severance provisions of Mr. McKinney’s employment agreement as of December 31, 2023, see “Potential Payments upon Termination or Change in Control” below. Stephen D. Brooks, Marinos C. Baghdati, and Alex Dyes. Effective October 1, 2020. Messrs. Brooks, Baghdati, and Dyes entered into employment agreements with the Company, effective October 1, 2020. Mr. Brooks was appointed as the Company’s Executive Vice President of Land, Legal, Human Resources and Marketing on November 30, 2020. Mr. Baghdati was appointed as the Company’s Executive Vice President of Operations, and Mr. Dyes was appointed as the Company’s Executive Vice President of Engineering and Corporate Strategy, both as of December 31, 2020. Under each of the agreements, Messrs. Brooks, Baghdati, and Dyes serve on an at-will basis for an indefinite term. Each agreement provides for an initial base salary of $290,000 per year and eligibility to receive annual bonuses in the discretion of the Board with a target bonus equal to a percentage of his annual base salary established annually by the Board. Each of them is also eligible to participate in and receive awards under the LTIP, with a target value equal to a percentage of his annual base salary, determined by the Board (based on the grant date value of any such award), based on the achievement of performance goals established by the Board. In addition, the agreement provided for a sign-on cash bonus of $23,565 and equity grant of 200,000 shares of restricted Common Stock (subject to a three-year vesting period and the terms and conditions of the award agreement). Messrs. Brooks, Baghdati and Dyes are subject to the same restricted covenants and would have the same basis to invoke his rights under his employment agreement for termination for good reason as Mr. McKinney. For a description of the severance provisions of the employment agreement, see “Potential Payments upon Termination or Change in Control” below. Travis T. Thomas. Effective October 26, 2020. Mr. Thomas entered into an employment agreement with the Company, effective October 26, 2020 as the Vice President of Finance and was appointed as the Company’s Chief Financial Officer, Treasurer and Corporate Secretary on March 24, 2021. Under the agreement, Mr. Thomas serves on an at-will basis for an indefinite term. The agreement provides for an initial base salary of $250,000 per year and eligibility to receive annual bonuses in the discretion of the Board with a target bonus equal to a percentage of his annual base salary established annually by the Board. Mr. Thomas is also eligible to participate in and receive awards under the Company’s LTIP, with a target value equal to a percentage of his annual base salary, determined by the Board (based on the grant date value of any such award), based on the achievement of performance goals established by the Board. In addition, the agreement provided for a sign-on cash bonus of $16,927 and equity grant of 150,000 shares of restricted Common Stock (subject to a three-year vesting period and the terms and conditions of the award agreement). Mr. Thomas is subject to the same restricted covenants and would have the same basis to invoke his rights under his employment agreement for termination for good reason as Mr. McKinney. For a description of the severance provisions of Mr. Thomas’ employment agreement, see “Potential Payments upon Termination or Change in Control” below.

  35. GRANTS OF PLAN-BASED AWARDS DURING 2023

    GRANTS OF PLAN-BASED AWARDS DURING 2023 The following table reflects the AIP targets and PSUs and RSUs granted during 2023 to our NEOs.

  36. GRANTS OF PLAN-BASED AWARDS DURING 2023

    | | | Estimated future payouts under non-equity incentive plan awards (4) | | | Estimated future payouts under equity incentive plan awards | | | | | | NAME | GRANT DATE | THRESHOLD ($) | TARGET ($) | MAXIMUM ($) | THRESHOLD (#) | TARGET (#) (2) | MAXIMUM (#) | ALL OTHER STOCK AWARDS: NUMBER OF SHARES OF STOCK (#) (1) | GRANT DATE FAIR VALUE STOCK AWARDS AND PERFORM-ANCE UNITS (3) | | Paul D. McKinney | 2/15/23 | $— | $569,167 | $1,138,334 | | | | | | | | 2/16/23 | | | | | | | 414,414 | $919,999 | | | 2/16/23 | | | | — | 621,622 | 1,243,244 | | $1,684,596 | | Travis T. Thomas | 2/15/23 | $— | $258,750 | $517,500 | | | | | | | | 2/16/23 | | | | | | | 90,090 | $200,000 | | | 2/16/23 | | | | — | 135,135 | 270,270 | | $366,215 | | Stephen D. Brooks | 2/15/23 | $— | $258,750 | $517,500 | | | | | | | | 2/16/23 | | | | | | | 90,090 | $200,000 | | | 2/16/23 | | | | — | 135,135 | 270,270 | | $366,215 | | Marinos C. Baghdati | 2/15/23 | $— | $258,750 | $517,500 | | | | | | | | 2/16/23 | | | | | | | 90,090 | $200,000 | | | 2/16/23 | | | | — | 135,135 | 270,270 | | $366,215 | | Alexander Dyes | 2/15/23 | $— | $258,750 | $517,500 | | | | | | | | 2/16/23 | | | | | | | 90,090 | $200,000 | | | 2/16/23 | | | | — | 135,135 | 270,270 | | $366,215 | | (1)The shares granted on February 16, 2023 represent the 2023 awards of service-based RSUs, which vest in three equal annual installments beginning on the first anniversary of the grant date. (2)The amounts granted on February 16, 2023 represent the target number of PSUs. The PSUs have a cliff vesting date of December 31, 2025 and were valued using a Monte Carlo simulation as of the grant date for half of the awards and based on the Common Stock price for the other half. (3)Reflects the full grant date fair value of the equity awards granted pursuant to the Company’s equity plans calculated in accordance with FASB ASC Topic 718. The PSUs granted in 2023 were valued using the Monte Carlo simulation as of the grant dates and incorporated the following assumptions: performance period end date – December 31, 2025; expected term (years) – 2.87 years; expected volatility – 88.19%; risk-free interest rate – 4.34%; and expected dividend yield – 0.00%. These amounts were calculated based on the closing market price for our shares of Common Stock on the NYSE American on the date of grant. (4)This represents the performance-based portion of the AIP awards. The target amount is based upon a percentage of the NEO's base salary. For 2023, the Compensation Committee chose net Boe production (sales), internal rate of return, and net lifting costs as the performance measures. See “Annual Incentive Plan” above in the CD&A section for additional information. | | | | | | | | | |

  37. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END The following table provides certain information regarding RSU awards and PSU awards outstanding for each NEO as of December 31, 2023.

  38. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    | | RSUs | | PSUs | | | NAME | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#) (1) | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($) (2) | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES THAT HAVE NOT VESTED (#) (3)(4) | EQUITY INCENTIVE PLAN AWARDS: MARKET VALUE OF UNEARNED SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($) (5) | | Paul D. McKinney | 701,152 | $1,023,682 | | | | | | | 1,051,730 | $1,535,526 | | Travis T. Thomas | 161,775 | $236,192 | | | | | | | 242,662 | $354,287 | | Stephen D. Brooks | 161,775 | $236,192 | | | | | | | 242,662 | $354,287 | | Marinos C. Baghdati | 161,775 | $236,192 | | | | | | | 242,662 | $354,287 | | Alexander Dyes | 161,775 | $236,192 | | | | | | | 242,662 | $354,287 |

  39. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    (1)The following table shows the vesting dates for the respective unvested RSUs listed in the above Outstanding Equity Awards at 2023 Fiscal Year-End table:

  40. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    | VESTING DATE | MR. MCKINNEY | MR. THOMAS | MR. BROOKS | MR. BAGHDATI | MR. DYES | | February 9, 2024 | 95,580 | 23,895 | 23,895 | 23,895 | 23,895 | | February 16, 2024 | 138,138 | 30,030 | 30,030 | 30,030 | 30,030 | | June 17, 2024 | 95,579 | 23,895 | 23,895 | 23,895 | 23,895 | | February 9, 2025 | 95,579 | 23,895 | 23,895 | 23,895 | 23,895 | | February 16, 2025 | 138,138 | 30,030 | 30,030 | 30,030 | 30,030 | | February 16, 2026 | 138,138 | 30,030 | 30,030 | 30,030 | 30,030 | | Total | 701,152 | 161,775 | 161,775 | 161,775 | 161,775 |

  41. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    (2)The value of the unvested RSUs is shown assuming a market value of $1.46 per share, the closing market price of a share of Common Stock on December 31, 2023. (3)The following table shows the vesting dates for the respective unvested PSUs listed in the above Outstanding Equity Awards at 2023 Fiscal Year-End table:

  42. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    | VESTING DATE | MR. MCKINNEY | MR. THOMAS | MR. BROOKS | MR. BAGHDATI | MR. DYES | | December 31, 2024 | 430,108 | 107,527 | 107,527 | 107,527 | 107,527 | | December 31, 2025 | 621,622 | 135,135 | 135,135 | 135,135 | 135,135 | | Total | 1,051,730 | 242,662 | 242,662 | 242,662 | 242,662 |

  43. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    (4)The number of shares of Common Stock that may be issued upon settlement of the PSU awards may vary from 0% to 200% of the number of PSUs granted. (5)The value of the unvested PSUs is shown assuming a market value of $1.46 per share, the closing market price of a share of Common Stock on December 31, 2023.

  44. OPTION EXERCISES AND STOCK VESTED

    OPTION EXERCISES AND STOCK VESTED The following table summarizes the vesting of RSUs and PSUs held by our Named Executive Officers during 2023. No options were exercised in 2023.

  45. OPTION EXERCISES AND STOCK VESTED

    | | RSUs | | PSUs | | | NAME | NUMBER OF SHARES ACQUIRED ON VESTING (#) | VALUE REALIZED ON VESTING ($) (1) | NUMBER OF SHARES ACQUIRED ON VESTING (#) | VALUE REALIZED ON VESTING ($) (1) | | Paul D. McKinney | 291,159 | $574,450 | 585,012 | $854,118 | | Travis T. Thomas | 97,790 | $183,863 | 146,253 | $213,529 | | Stephen D. Brooks | 114,457 | $224,864 | 146,253 | $213,529 | | Marinos C. Baghdati | 114,457 | $224,864 | 146,253 | $213,529 | | Alexander Dyes | 114,457 | $224,864 | 146,253 | $213,529 | | (1) The value realized on vesting is equal to the number of shares of Common Stock, multiplied by the closing price of the shares of Common Stock on the date of vesting. | | | | |

  46. PENSION BENEFITS

    PENSION BENEFITS We do not maintain any defined benefit pension plans.

  47. NONQUALIFIED DEFERRED COMPENSATION

    NONQUALIFIED DEFERRED COMPENSATION We do not maintain any nonqualified deferred compensation arrangements.

  48. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL The material terms in effect as of December 31, 2023 with respect to potential payments upon various termination and change in control scenarios is set forth below. Except as described in this summary and in the “Potential Payments” table below, as of December 31, 2023, Ring did not have any other agreements or plans that will require compensation to be paid to NEOs in the event of a termination of employment or a change in control. Our Company's policy requires that each award agreement governing an award granted under the LTIP provide for double-trigger vesting upon a “change in control.” Payout under each of the outstanding equity awards and employment agreements based on various termination circumstances or in connection with a change in control are described in more detail in the footnotes to the “Potential Payments” table below. Payments and other benefits payable to the NEOs in connection with various termination and change in control situations are set out as if the conditions for payment had occurred and the applicable triggering events took place on December 31, 2023, when the closing price of our Common Stock was $1.46. Actual amounts that may be paid will depend on several factors, such as the date of each NEO’s separation or the occurrence of an actual change in control event, and the price of our Common Stock when the acceleration of the vesting of the equity award occurs. The disclosures below do not take into consideration any requirements under Section 409A of the Code, which could affect, among other things, the timing of payments and distributions.

  49. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    | NAME/EVENT | CASH SEVERANCE (1) | ACCELERATED INCENTIVE AND STOCK AWARD VESTING (2) | COMPANY-PAID COBRA PREMIUMS (1) | TOTAL | | Paul D. McKinney | | | | | | Termination by Employee for Good Reason, or by Company without Cause | $575,000 | $2,559,208 | $25,360 | $3,159,568 | | Termination for Cause/Resignation without Good Reason | $— | $— | $— | $— | | Change in Control | $— | $— | $— | $— | | Termination without Cause/ Resignation for Good Reason in the 6 months prior to or the 24 months following a Change in Control. | $862,500 | $2,559,208 | $25,360 | $3,447,068 | | Death | $— | $— | $25,360 | $25,360 | | Disability | $— | $— | $— | $— | | Travis T. Thomas | | | | | | Termination by Employee for Good Reason, or by Company without Cause | $350,000 | $590,479 | $25,360 | $965,839 | | Termination for Cause/Resignation without Good Reason | $— | $— | $— | $— | | Change in Control | $— | $— | $— | $— | | Termination without Cause/ Resignation for Good Reason in the 6 months prior to or the 24 months following a Change in Control. | $525,000 | $590,479 | $25,360 | $1,140,839 | | Death | $— | $— | $25,360 | $25,360 | | Disability | $— | $— | $— | $— | | Stephen D. Brooks | | | | | | Termination by Employee for Good Reason, or by Company without Cause | $350,000 | $590,479 | $16,788 | $957,267 | | Termination for Cause/Resignation without Good Reason | $— | $— | $— | $— | | Change in Control | $— | $— | $— | $— | | Termination without Cause/ Resignation for Good Reason in the 6 months prior to or the 24 months following a Change in Control. | $525,000 | $590,479 | $16,788 | $1,132,267 | | Death | $— | $— | $16,788 | $16,788 | | Disability | $— | $— | $— | $— |

  50. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    | NAME/EVENT | CASH SEVERANCE (1) | ACCELERATED INCENTIVE AND STOCK AWARD VESTING (2) | COMPANY-PAID COBRA PREMIUMS (1) | TOTAL | | Marinos C. Baghdati | | | | | | Termination by Employee for Good Reason, or by Company without Cause | $350,000 | $590,479 | $25,360 | $965,839 | | Termination for Cause/Resignation without Good Reason | $— | $— | $— | $— | | Change in Control | $— | $— | $— | $— | | Termination without Cause/ Resignation for Good Reason in the 6 months prior to or the 24 months following a Change in Control. | $525,000 | $590,479 | $25,360 | $1,140,839 | | Death | $— | $— | $25,360 | $25,360 | | Disability | $— | $— | $— | $— | | Alexander Dyes | | | | | | Termination by Employee for Good Reason, or by Company without Cause | $350,000 | $590,479 | $6,895 | $947,374 | | Termination for Cause/Resignation without Good Reason | $— | $— | $— | $— | | Change in Control | $— | $— | $— | $— | | Termination without Cause/ Resignation for Good Reason in the 6 months prior to or the 24 months following a Change in Control. | $525,000 | $590,479 | $6,895 | $1,122,374 | | Death | $— | $— | $6,895 | $6,895 | | Disability | $— | $— | $— | $— |

  51. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    (1)A description of the cash severance and COBRA obligations under the employment agreements with the Messrs. McKinney, Thomas, Baghdati, Brooks, and Dyes is set forth under “Employment Agreements and Termination” below. (2)Represents accelerated vesting of RSUs and PSUs, valued based on the December 31, 2023 closing price of $1.46 per share of Common Stock. Employment Agreements and Termination Pursuant to their employment agreements in effect as of December 31, 2023, Messrs. McKinney, Baghdati, Brooks, Dyes, and Thomas were entitled to receive severance payments and benefits, as described below and as set forth in the foregoing table. Termination by Employee for Good Reason or by Company without Cause Upon termination of employment by the Company other than for “cause” or by the executive for “good reason” (as each is defined in the executive’s employment agreement), the executive will be entitled to a lump sum cash payment in an amount equal to: (i) any accrued, unpaid base salary or benefits earned through the termination date and any unpaid expense reimbursements (“Accrued Benefits”); (ii) any unpaid bonus amount equal to either the bonus amount approved by the Board remaining unpaid or, if the Board has not yet determined executive’s bonus, an amount equal to 100% of his Target Bonus (as defined under the executive’s employment agreement) (“Unpaid Bonus”); and (iii) a single lump sum equal to 1.0 times the executive’s annual base salary at the highest rate (“Highest Base Salary”) in effect at any time during the 36 month period immediately preceding the termination date (“Cash Severance”). In addition, all equity incentive awards held by the executive will become fully vested and/or the restrictions shall lapse. If the executive timely and properly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 or other applicable law (“COBRA”), the Company shall reimburse the executive for an amount equal to the amount of medical premium expenses paid for a similarly situated employee, determined as of the executive’s termination date. Following the expiration of the COBRA continuation coverage period, the Company shall permit the executive (including his spouse and dependents) to (A) continue to participate in the Company’s group health plan if permitted under such plan, (B) convert the Company’s group health plan to an individual policy, or (C) obtain other similar coverage, in each case for up to an additional 12 months, with executive being responsible for 100% of all premium costs. Termination for Cause/Resignation without Good Reason If the executive’s employment is terminated by the Company for cause, or if the executive terminates his employment other than for good reason, the executive will receive a lump sum payment equal to his Accrued Benefits. Change in Control The employment agreements do not provide benefits solely upon a change in control (as defined in the executive’s employment agreement). Termination without Cause/Resignation for Good Reason in the 6 months prior to or the 24 months following a Change in Control If the executive’s employment is terminated by the Company without cause, or by the executive for good reason, during the period beginning 6 months prior to a change in control and ending 24 months following a change in control, the executive will be entitled to the same benefits described above under “Termination without Cause/Resignation for Good Reason”, except that the executive’s Cash Severance payment will equal 1.5 times the Highest Base Salary. In addition, the payment of benefits will occur 30 days following the later of the change in control or the executive’s termination and to the extent executive's employment with the Company is terminated without cause or he resigns for good reason prior to change in control, any payments received following the change in control will be reduced dollar for dollar by the benefits already paid to executive in connection with his termination. Death Following the death of the executive, the Company will pay to his designated beneficiary or his estate a lump sum payment equal to executive’s: (i) Accrued Benefits; and (ii) Unpaid Bonus. In addition, for the longer of the maximum COBRA continuation coverage period required by law or 12 months, executive’s spouse and eligible dependents will continue to be eligible to receive medical coverage under the Company’s medical plans in accordance with the terms of the applicable plan documents. Disability Following the termination of executive’s employment by reason of disability (as defined under executive’s employment agreement), the Company will pay to executive a lump sum payment equal to executive’s: (i) Accrued Benefits; and (ii) Unpaid Bonus. RSU Awards and PSU Awards under the LTIP As disclosed above, our Company's policy requires that each award agreement governing an award granted under the LTIP provide for double-trigger vesting upon a “change in control.” The RSU awards received by our NEOs, per the terms of their employment agreements in effect as of December 31, 2023, may only be accelerated if the executive’s employment was terminated by the Company without cause, or by the executive for good reason, during the period beginning 6 months prior to a change in control and ending 24 months following a change in control.

  52. CEO PAY RATIO

    CEO PAY RATIO As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2012 ("Dodd-Frank Act"), and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of the Company’s employees and the annualized total compensation of Paul D. McKinney, our CEO, for 2023:

  53. CEO PAY RATIO

    | Median Employee total annual compensation | $158,568 | | Total Compensation of Chief Executive Officer – Paul D. McKinney | $3,762,729 | | Ratio of CEO to Median Employee compensation | 24 to 1 |

  54. CEO PAY RATIO

    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 excluding our CEO consisted of 107 individuals with all of these individuals located in the U.S. This population consisted of our full-time employees, as we do not have part-time, temporary, or seasonal employees. We selected December 31, 2023 as our identification date for determining our median employee because it enabled us to make such identification in a reasonably efficient and economic manner. ■We used a consistently applied compensation measure to identify our median employee by comparing the amount of salary or wages, bonuses, and RSU awards granted in 2023 as reflected in our payroll records. To make them comparable, salaries for newly hired employees who had worked less than one year were annualized and the target incentive amount was applied to their total compensation measure. ■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, including our CEO, are located in the U.S., 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, inclusive of bonuses, 401(k) contributions, and RSU awards granted, resulting in annual total compensation of $158,568. ■With respect to the annual total compensation of our CEO, we used salary, bonus and RSU awards granted and all other compensation for the 2023 fiscal year in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $3,762,729.

  55. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE As required by Section 953(a) of the Dodd-Frank Act and Item 402(v) of Regulation S-K, we provide the following disclosure regarding executive “compensation actually paid” (“CAP”), calculated in accordance with SEC rules, and certain Company performance for the fiscal years listed below. This disclosure was prepared in accordance with the requirements of Item 402(v) and does not necessarily reflect the value actually realized by our NEOs, how our NEOs’ compensation relates to Company performance, or how the Compensation Committee evaluates compensation decisions in light of Company or individual performance. For example, the Compensation Committee does not use CAP as a basis for making compensation decisions, nor does it use net income (as reflected below) for purposes of determining our NEOs’ incentive compensation. Please refer to our CD&A for a complete description of how NEO compensation relates to Company performance and how the Compensation Committee makes its compensation decisions. The information provided under this Pay versus Performance section will not be deemed to be incorporated by reference into any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent the Company specifically incorporates it by reference.

  56. PAY VERSUS PERFORMANCE

    | | | | | | | | VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON: | | | | | FISCAL YEAR | SUMMARY COMPEN-SATION TABLE TOTAL FOR PEO (1) | COMPEN-SATION ACTUALLY PAID TO PEO (1)(2) | SUMMARY COMPEN-SATION TABLE TOTAL FOR PEO 2 (1)(3) | COMPEN-SATION ACTUALLY PAID TO PEO 2 (1)(3) | AVERAGE SUMMARY COMPEN-SATION TABLE TOTAL FOR NON-PEO NEOS (4)(5)- | AVERAGE COMPEN-SATION ACTUALLY PAID TO NON-PEO NEOS (4)(5) | TOTAL SHAREHOLDER RETURN (6) | PEER GROUP TOTAL SHAREHOLDER RETURN (6) | NET INCOME (7) | CROCE (%) (8) | | (a) | (b) | (c) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | $3,762,729 | $1,481,896 | $— | $— | $1,189,765 | $627,525 | $55.30 | $160.83 | $104,864,641 | 17.2% | | 2022 | $3,718,193 | $3,338,519 | $— | $— | $1,260,139 | $1,183,597 | $93.18 | $154.88 | $138,635,025 | 20.7% | | 2021 | $3,493,117 | $3,586,781 | $— | $— | $934,244 | $1,158,645 | $86.36 | $106.29 | $3,322,892 | 11.6% | | 2020 | $493,000 | $486,970 | $293,333 | $(76,417) | $280,255 | $98,100 | $25.00 | $63.42 | $(253,411,828) | 9.3% |

  57. PAY VERSUS PERFORMANCE

    (1) Reflects the summary compensation table total compensation of (a) our current Chief Executive Officer, Paul D. McKinney, from his appointment on September 30, 2020 to present and (b) our former Chief Executive Officer, Kelly Hoffman, for prior periods. (2) The dollar amounts reported in this column represent the amount of “Compensation Actually Paid” to Mr. McKinney (subsequent to September 30, 2020) as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. McKinney during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. McKinney’s total compensation for 2023 to determine the compensation actually paid:

  58. PAY VERSUS PERFORMANCE

    | | PEO 1 (MR. McKINNEY) | | FISCAL YEAR | 2023 | | Summary Compensation Table Total | $3,762,729 | | - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | (2,604,595) | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | 1,708,654 | | + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | (817,690) | | + Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | — | | + Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | (567,202) | | - Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | — | | Compensation Actually Paid | $1,481,896 |

  59. PAY VERSUS PERFORMANCE

    (3) The dollar amounts reported in this column represent the amount of “Compensation Actually Paid” to Mr. Hoffman (prior to September 30, 2020) as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Hoffman during 2020. (4) The non-PEO NEOs included in this column are:

  60. PAY VERSUS PERFORMANCE

    | YEAR | NON-PEO NEOs | | 2023 | Travis T. Thomas, Marinos C. Baghdati, Stephen D. Brooks and Alexander Dyes | | 2022 | Travis T. Thomas, Marinos C. Baghdati, Stephen D. Brooks and Alexander Dyes | | 2021 | Travis T. Thomas, Marinos C. Baghdati, Stephen D. Brooks, Alexander Dyes and William D. Broaddrick | | 2020 | William D. Broaddrick, Stephen D. Brooks, David A. Fowler and Daniel D. Wilson |

  61. PAY VERSUS PERFORMANCE

    (5) The dollar amounts reported in this column represent the average amount of “Compensation Actually Paid” to the Company’s NEOs as a group (excluding Mr. McKinney and Mr. Hoffman, where applicable) as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to such NEOs as a group during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the average total compensation for the NEOs as a group (excluding Mr. McKinney) for 2023 to determine the compensation actually paid using the same methodology described above in footnotes (2) and (3):

  62. PAY VERSUS PERFORMANCE

    | | NON-PEO NEOs | | FISCAL YEAR | 2023 | | Summary Compensation Table Total | $1,189,765 | | - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | (566,215) | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | 371,447 | | + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | (204,422) | | + Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | — | | + Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | (163,050) | | - Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | — | | Compensation Actually Paid | $627,525 |

  63. PAY VERSUS PERFORMANCE

    (6) TSR is cumulative for the measurement periods beginning on December 31, 2019 and ending on December 31 of each of 2023, 2022, 2021, and 2020, respectively, calculated in accordance with Item 201(e) of Regulation S-K. The peer group for purposes of this table is the S&P Oil and Gas Exploration and Production Select Industry Index (“SPSIOP”), which is the same peer group as for the Shareholder Return Performance Presentation of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. (7) Reflects “Net Income” in the Company’s Statements of Operations included in the Company’s Annual Report on Form 10-K for each of the years ended December 31, 2023, 2022, 2021, and 2020. (8) The Company calculates “CROCE,” or Cash Return on Capital Employed, by dividing the Company's net cash provided by operating activities from its Statements of Cash Flows, excluding changes in working capital (referred to as Adjusted Cash Flows From Operations, or "ACFFO"), by the Company's average total debt and stockholders' equity for each calendar year, with average total debt and stockholders' equity being based on the simple average of such values as of the first and last day of the applicable calendar year. See Appendix A for additional information regarding non-GAAP financial measures, including a reconciliation of non-GAAP financial measures to the nearest comparable GAAP financial measures. Performance Measure The following table sets forth an unranked list of the performance measures which we view as the “most important” measures for linking our NEOs’ compensation actually paid to Company performance, as specifically listed below.

  64. PAY VERSUS PERFORMANCE

    | TOTAL SHAREHOLDER RETURN (TSR) | NET BOE PRODUCTION (SALES) | | CASH RETURN ON CAPITAL EMPLOYED (CROCE) | NET LIFTING COSTS |

  65. PAY VERSUS PERFORMANCE

    Relationship between CAP and Performance Measures The illustrations below provide a graphical presentation of the relationship between CAP (as calculated in accordance with SEC rules) and the information presented in the Pay versus Performance table.

  66. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION During the year ended December 31, 2023, the non-employee directors received the following annual compensation paid quarterly in advance:

  67. DIRECTOR COMPENSATION

    | COMPENSATION ELEMENT | | | Independent Director Base Fee | $75,000 | | NESG Chair Fee | $15,000 | | Audit Chair Fee | $20,000 | | Compensation Chair Fee | $15,000 | | Lead Independent Director Fee | $25,000 | | Stock Awards | Determined Annually |

  68. DIRECTOR COMPENSATION

    Director Compensation Philosophy The compensation of our non-employee directors is reviewed by the Compensation Committee and is approved by the Board. We use a combination of cash and stock awards to attract and retain qualified candidates to serve on our Board. In determining director compensation, we consider the responsibilities of our directors, the significant amount of time the directors spend fulfilling their duties, and the competitive market for skilled directors. We seek to maximize alignment of incentives between the Board and stockholders by primarily using equity awards to compensate directors. We believe that equity awards provide a strong incentive to the Board to preserve and promote stockholder value and directly connects director compensation to the Company stock performance. In this regard, a majority of a director’s compensation is equity-based. Peer Review and Benchmarking The Compensation Committee reviews, evaluates, and benchmarks our director compensation practices against our peer companies in the oil and natural gas exploration and production industry. The Compensation Committee uses this peer comparison to inform themselves of industry practice and to help them structure the appropriate level and mix of compensation elements. Annual Cash Retainer We provide our non-management directors with an annual cash retainer as shown in the tables above, paid on a quarterly basis. Equity Awards We use equity awards to reward our independent directors for significant contributions to the successful implementation of our business objectives and strategy. Non-employee directors employed by Warburg Pincus, LLC or its affiliates do not receive equity awards. In 2023, each non-employee director, except for Mr. Ben-Dor, received 67,568 RSU awards pursuant to the LTIP. The RSUs granted to our directors vest on the one year anniversary of the grant date. Our Compensation Committee considered several factors in determining the appropriate amount of RSUs to be granted under the LTIP for the 2023 fiscal year including the following: ■Past equity awards to our non-executive directors; ■The recent award practices of other peer companies in the oil and gas industry; and ■Desire to treat all directors equitably. Director Stock Ownership Guidelines In April 2021, our Board approved stock ownership guidelines for our non-employee directors who receive equity awards. We believe the management stock ownership guidelines further align the interests of our directors with the interests of our stockholders with respect to our long-term growth and success. The director stock ownership guidelines require our non-employee directors to own five times the amount of their annual cash retainer. For purposes of satisfying the guidelines, shares that a director has the right to acquire through the exercise of stock options (whether or not vested) and unvested performance-based equity awards (e.g., PSUs) are not included as qualifying shares. After becoming subject to the stock ownership guidelines, non-employee directors have three years to reach the stock ownership goal. Until a director meets the guideline, he or she must hold two-thirds of the net shares acquired upon the vesting of equity awards. Once the guidelines are met, restrictions on the sale of vested awards of Common Stock are limited to normal trading restrictions for insiders and Company policies.

  69. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The following table summarizes the compensation earned by our non-employee directors during the year ended December 31, 2023.

  70. DIRECTOR COMPENSATION

    | NAME | FEES EARNED OR PAID IN CASH ($) | STOCK AWARDS ($) (1) | TOTAL ($) | | Roy I. Ben-Dor | $75,000 | $— | $75,000 | | John A. Crum (2) | $90,000 | $150,001 | $240,001 | | David S. Habachy (2) | $75,000 | $150,001 | $225,001 | | Richard E. Harris (2) | $75,000 | $150,001 | $225,001 | | Thomas L. Mitchell (2) | $75,000 | $150,001 | $225,001 | | Anthony B. Petrelli (2) | $100,000 | $150,001 | $250,001 | | Regina Roesener (2) | $90,000 | $150,001 | $240,001 | | Clayton E. Woodrum (2) | $95,000 | $150,001 | $245,001 | | (1) Amounts in this column represent the grant date fair value of RSU awards granted on February 16, 2023, calculated in accordance with FASB ASC Topic 718, excluding the estimated impact of forfeitures related to service-based vesting conditions, and do not represent the actual value that may be realized by directors upon vesting and settlement of the awards. (2) The aggregate number of unvested RSUs as of December 31, 2023 are as follows: | | | |

  71. DIRECTOR COMPENSATION

    | NAME | UNVESTED RSUs | | Roy I. Ben-Dor | — | | John A. Crum | 67,568 | | David S. Habachy | 67,568 | | Richard E. Harris | 67,568 | | Thomas L. Mitchell | 67,568 | | Anthony B. Petrelli | 67,568 | | Regina Roesener | 67,568 | | Clayton E. Woodrum | 67,568 |