Not independent
Tenure on this board
22.9 yrs
3 nominees · 3 ballot items.
Election of three directors; advisory (non-binding) vote to approve named executive officer compensation (say-on-pay); ratification of KPMG LLP as independent auditors.
Elect three Class III director nominees—Joseph Wm. Foran, Reynald A. Baribault and Timothy E. Parker—to hold office until the 2029 Annual Meeting.
Non-binding, advisory vote to approve the Company’s executive compensation program as disclosed in the proxy (CD&A, compensation tables and narrative).
This management proposal asks shareholders to cast a non-binding advisory vote to approve the compensation of the Company’s Named Executive Officers as disclosed in the proxy statement, including the Compensation Discussion and Analysis and accompanying tables. Management seeks shareholder approval as required under Section 14A of the Exchange Act and uses the vote to gauge investor support for its pay-for-performance philosophy and the specific pay designs (mix of base salary, annual cash incentives tied to Net Debt/Adjusted EBITDA, operating cost per BOE, ROACE and environmental/safety metrics, and long-term awards split between cash-settled phantom units and PSUs tied to relative TSR). The Compensation Committee and Independent Board retain discretion to make final compensation determinations and intend to consider the outcome of this advisory vote in future decisions. The board recommends a vote FOR, arguing the program aligns executive interests with shareholder value, emphasizes variable and performance-based pay (≈76% of CEO target pay variable, ≈50% performance-based), includes governance safeguards such as clawbacks, anti-hedging, stock ownership guidelines, and caps on PSU payouts if absolute TSR is negative. Context includes strong 2025 operating and financial results, high prior say-on-pay support (94% in 2025), and significant shareholder engagement. Risks include that the advisory vote is non-binding and that certain employment agreements include modified single-trigger provisions for the CEO (an older agreement), although the Company states it will use double-trigger protections going forward.
Ratify the Audit Committee’s appointment of KPMG LLP as the company’s independent registered public accounting firm for 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD PORTFOLIO MANAGEMENT LLC | 6.82% | 8,464,400 | $535M |
| 2 | DIMENSIONAL FUND ADVISORS LP | 5.35% | 6,645,564 | $420M |
| 3 | BlackRock, Inc. | 5.21% | 6,471,489 | $409M |
| 4 | STATE STREET CORP | 4.13% | 5,133,566 | $324M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.08% | 5,071,348 | $320M |
| 6 | LSV ASSET MANAGEMENT | 3.10% | 3,847,931 | $243M |
| 7 | T. Rowe Price Investment Management, Inc. | 3.02% | 3,744,792 | $237M |
| 8 | BlackRock, Inc. | 2.79% | 3,462,864 | $219M |
| 9 | ADAGE CAPITAL PARTNERS GP, L.L.C. | 2.44% | 3,035,997 | $192M |
| 10 | ALLIANCEBERNSTEIN L.P. | 2.14% | 2,657,208 | $113M |
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