Not independent
Tenure on this board
5.7 yrs
7 nominees · 3 ballot items.
Stockholders will vote to elect seven directors, cast a non-binding advisory vote to approve the compensation of the company's named executive officers (say-on-pay), and ratify the appointment of Grant Thornton LLP as the independent registered public accounting firm for 2026.
Election of seven director nominees named in the proxy statement, each to serve until the 2027 annual meeting or until their successors are elected and qualified.
A non-binding, advisory (“say-on-pay”) vote to approve the compensation of the Company's named executive officers as disclosed in the proxy statement.
This proposal asks shareholders to cast a non-binding advisory vote approving the compensation of the company’s named executive officers as disclosed in the proxy statement. Management is seeking approval to affirm its pay practices and to provide the Board and Compensation Committee with a signal of stockholder support for the compensation program. The company’s executive pay program is described as pay-for-performance, composed of base salary, an annual cash incentive plan (AIP) tied to production, IRR and net lifting costs (with HSE modifier), and long-term equity incentives comprised of PSUs (60% of LTIP) and RSUs (40% of LTIP) with multi-year vesting and performance metrics (TSR and CROCE) that can scale from 0% to 200% of target. The Compensation Committee engaged an independent consultant, used a peer benchmarking process, and in 2024–2025 deliberately reduced award sizes by using an above-market grant price to limit dilution and better align award value with stock performance. Management emphasizes that most pay is at-risk and tied to multi-year company and operative metrics, and that it conducts active stockholder engagement (noting prior substantial support for say-on-pay) to refine program design. The Board recommends FOR the proposal arguing the program aligns executives with long-term stockholder value, encourages capital discipline, and balances short- and long-term incentives; it will consider the advisory vote outcome in future decisions but the vote is non-binding. From a governance perspective, the proposal is routine but material: it reflects compensation philosophy, risk-mitigation features (clawback policy, stock ownership guidelines, double-trigger CIC vesting), and recent implementation choices that may influence investor assessment—particularly the use of above-market grant pricing and the specific performance metrics selected. An informed analyst should weigh the program’s strong emphasis on CROCE and TSR against actual historical pay outcomes, stockholder engagement results, and the company’s recent financial performance (record AFCF but a 2025 net loss driven by a ceiling test impairment), as these contextual factors bear on whether the advisory approval indicates genuine alignment or merely acquiescence.
Ratification of the Audit Committee’s appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 3.6% | 7,511,851 | $11M |
| 2 | AMERIPRISE FINANCIAL INC | 3.2% | 6,670,183 | $10M |
| 3 | TWO SIGMA INVESTMENTS, LP | 2.9% | 6,055,623 | $9M |
| 4 | BARCLAYS PLC | 2.6% | 5,500,000 | $8M |
| 5 | VANGUARD PORTFOLIO MANAGEMENT LLC | 1.7% | 3,500,904 | $5M |
| 6 | CDC Financial, Inc. | 1.7% | 3,459,562 | $5M |
| 7 | MILLENNIUM MANAGEMENT LLC | 1.5% | 3,099,997 | $5M |
| 8 | UBS Group AG | 1.5% | 3,045,488 | $5M |
| 9 | SUSQUEHANNA INTERNATIONAL GROUP, LLP | 1.4% | 2,982,205 | $5M |
| 10 | Connor, Clark Lunn Investment Management Ltd. | 1.3% | 2,628,942 | $4M |
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