Not independent
Tenure on this board
39.4 yrs
5 nominees · 3 ballot items.
Election of five directors; ratification of Ernst & Young LLP as independent auditors for 2026; and advisory (non-binding) approval of the 2025 compensation of the named executive officers (Say-on-Pay).
Election (re-election) of five current director nominees — M. Jay Allison, Roland O. Burns, Elizabeth B. Davis, Morris E. Foster, and Jim L. Turner — each to serve a one-year term until the next annual meeting.
Ratification of the audit committee's appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for 2026.
A non-binding, advisory 'Say-on-Pay' vote to approve the 2025 compensation of the Company's named executive officers as disclosed in the proxy statement, including the Compensation Discussion and Analysis and compensation tables.
This proposal asks shareholders to cast a non-binding advisory vote to approve the 2025 compensation paid to the Company's named executive officers as disclosed in the proxy statement (a 'Say-on-Pay' vote). Management seeks this advisory approval to demonstrate that its compensation programs — which rely heavily on performance-based compensation, long-term incentives (notably PSUs tied to relative total shareholder return versus a defined peer group), and structured annual and long-term metrics — are aligned with stockholder interests. The compensation program features significant equity awards and PSUs that vest based on TSR performance, substantial performance-based cash bonuses tied to multi-metric objectives in 2025, and governance mechanisms such as stock ownership guidelines, clawback policy, and anti-hedging restrictions. The Board recommends a FOR vote, arguing that pay is linked to operational and financial performance (e.g., EBITDAX, reserve replacement, well cost efficiency, leverage improvement and ROAE) and that management has delivered strong results in 2025 (higher commodity prices, improved net income, reserve additions, divestitures to reduce leverage and top total shareholder returns). The vote is advisory and non-binding, but the Board and compensation committee state they will consider stockholder concerns and may act if there is significant opposition. From a governance perspective, while the program aligns pay with long-term shareholder value through PSUs and meaningful clawback and ownership policies, material considerations include the magnitude of equity and total compensation granted (notably large PSU and restricted stock awards to the CEO), a high CEO-to-median pay ratio (142:1), and controlled-company ownership which may affect independent shareholder influence. The proposal should be evaluated on whether the disclosed incentives and performance metrics are rigorous, the peer group for TSR is appropriate, and whether pay outcomes (including one-time transaction bonuses and large equity grants) are proportionate to sustained performance. Because the vote is advisory, a large negative vote would not invalidate compensation but would likely trigger board and committee engagement with investors and potential changes to program design. Overall, the board frames the proposal as a request for endorsement of a performance-oriented compensation framework that it asserts delivered strong 2025 results and aligns management with shareholder value creation.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | DIMENSIONAL FUND ADVISORS LP | 3.6% | 10,635,131 | $224M |
| 2 | BlackRock, Inc. | 2.8% | 8,263,666 | $174M |
| 3 | STATE STREET CORP | 1.8% | 5,195,270 | $110M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 1.6% | 4,722,428 | $100M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 1.1% | 3,337,760 | $70M |
| 6 | AMERICAN CENTURY COMPANIES INC | 0.8% | 2,372,703 | $50M |
| 7 | BlackRock, Inc. | 0.8% | 2,293,191 | $48M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 0.5% | 1,572,755 | $33M |
| 9 | Point72 Asset Management, L.P.Activist | 0.4% | 1,284,883 | $27M |
| 10 | UBS Group AG | 0.4% | 1,175,304 | $25M |
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