Sandridge Energy Inc

This non-binding management proposal asks shareholders to approve the Company’s 2025 named executive officer (NEO) compensation as disclosed in the proxy. Management is seeking a routine advisory endorsement (a ‘say-on-pay’) required by Schedule 14A, to validate its compensation design and signaling to the market and to guide the Compensation Committee’s approach to future pay decisions. The proxy describes a program combining base salary, a performance-weighted annual cash incentive tied to a multi-metric scorecard, and long-term incentives split between time-vested RSUs and performance share units, with clawback and stock ownership policies to align with long-term stockholder interests. The Board recommends a vote FOR, citing alignment of incentives with operational metrics (production, CAPEX, lease operating expense, adjusted G&A) and prior strong stockholder support (about 94% favorable in 2025). The Compensation Committee frames the design as rewarding cost discipline, retention and pay-for-performance, and notes processes for target-setting and independent oversight by the Committee and independent directors. A FOR vote is non-binding but provides an important governance signal; a substantial negative vote would typically trigger enhanced engagement and potential program changes. Investors should evaluate the detailed metrics, caps (150% maximum payout on annual incentives), equity mix and vesting schedules, and the company’s disclosures about how shareholder feedback has been incorporated when judging whether the advisory vote supports long-term alignment. The proposal has no immediate financial effect if approved but influences executive compensation governance and the Committee’s future decisions.

This management proposal requests stockholder approval to amend the 2016 Omnibus Incentive Plan solely to extend its expiration so that new awards may be granted until the tenth anniversary of stockholder approval (effectively to 2036). Management seeks this approval to preserve the Company’s flexibility to grant equity and cash-based incentives—RSUs, PSUs, options and other awards—used for retention and alignment of executives, employees and non-employee directors. The Omnibus Plan summary in the proxy highlights the plan’s Share Reserve, award types, committee administration, individual limits, anti-repricing protections, change-in-control discretions, and clawback and tax-related provisions; extending the term avoids the operational and governance complications of sunsetting the plan while awards remain necessary for compensation programs. The Board unanimously recommends FOR, noting the Plan’s role in implementing the Company’s long-term incentive program and its governance features (committee administration, limits on director awards, and adjustment mechanisms for corporate events). From a governance and dilution perspective, investors should note the Share Reserve (4,597,163 shares as described) and the disclosure that forfeited or expired awards are recycled, as well as annual director award limits and individual caps contemplated historically for performance-based awards. Approving the extension does not change other material plan terms or increase authorized shares; it only extends the period during which grants may be made. A FOR vote maintains the Company’s existing incentive framework and avoids the administrative burden and potential retention issues that could arise if the plan expired; a vote against could require management to seek a new plan or alternative compensation arrangements. Analysts should evaluate the historical grant run-rate, current dilution, and how the Company has used awards (time-based vs. performance-based) to assess the economic impact of the extension.