2023 Executive Compensation Decisions

After reviewing the contributions of our NEOs relative to our 2022 performance and a review of peer group benchmark data, the Compensation Committee established the following aggregate salary and short-term and long-term compensation targets, as indicated in the table below.

LTIP Awards ($)

Michael A. Wichterich(b)

(a) LTI Awards continue to consist of 25% RSUs and 75% PSUs, with two-thirds of the PSUs vesting based on absolute TSR performance and one-third vesting based on relative TSR performance over a three-year period. The dollar values reflect target level (100%) performance.

(b) Effective December 31, 2022, Mr. Wichterich is no longer serving as Executive Chairman and returned to his previous position and all future compensation will be issued for his role as Chairman of the Board.

The Compensation Committee adopted only minor changes to our executive compensation program for 2023. Specifically, the Compensation Committee adjusted the composition of the AIP performance metrics to: (i) collapse the TRIR metric to only include the employee plus contractor measure as part of the overall metrics and to function as one of the ESG gates, (ii) add an additional efficiency metric of New Well Capex ($/ft), and (iii) remove the oil base production decline measure with the announced sales of two of three packages of our oil assets. In addition, the Committee continued the use an ESG “gate” as part of the AIP in order to properly emphasize the importance of ESG matters. In 2023, the payout associated with any performance metric cannot exceed the target level if the Company does not achieve the threshold performance level for any one of the following four ESG metrics: (i) total recordable incident rate for employees plus contractors; (ii) spill intensity rate; (iii) GHG intensity; and (iv) methane intensity. The Compensation Committee also made relatively minor adjustments to the weighting of the New Well Program Delivery (PIR) to split it with the New Well Capex measure.

The Compensation Committee decided to maintain the same LTIP structure for 2023, continuing to heavily tie executive compensation to the performance of the Company’s common stock. Specifically, the 2023 LTIP awards consist of 25% RSUs and 75% PSUs, with two-thirds of the PSUs vesting based on actual TSR performance and one-third vesting based on relative TSR performance, in each case over a three-year period.

NEO Compensation Changes

• Market-based salary increases to three of our NEOs

In developing our 2023 executive compensation program, the Compensation Committee decided on the following:

• No changes to AIP target percentages

• Market-based increases to LTI targets

Plan Design Changes

• Maintained ESG gate feature, limiting maximum payout of any performance measure to target if the Company does not achieve threshold performance level for any of the ESG performance metrics in the AIP

• Enhanced ESG by establishing a combined gate and metric, inclusive of employee and contractor TRIR

• Additional capital efficiency metric of New Well Capex ($/ft) to the AIP

• Maintained existing LTIP structure, with a continued reliance on aligning outcomes to shareholder returns