NORTHERN OIL & GAS, INC.

Overview

Our Compensation Committee is responsible for establishing director and executive officer compensation, as well as policies and programs to ensure that they are consistent with our compensation philosophy and principles of corporate governance. The Compensation Committee is authorized to make plan awards to our employees to recognize individual and company-wide achievements as the Compensation Committee deems appropriate. Our Compensation Committee reviews and determines all compensation for executive officers, including employment agreements and other benefits.

Our executive compensation program seeks to incentivize our named executive officers to create superior returns for our stockholders. The program has individual and corporate goals as well as qualitative and quantitative objectives to drive ongoing value creation and is designed to foster an ownership mentality among our management team.

In 2024, we held a stockholder advisory vote on the compensation paid to our named executive officers for 2023, which resulted in approximately 84% of the votes cast approving such compensation. Our Compensation Committee evaluated the results of last year’s advisory vote on executive compensation, as well as information gleaned from our engagement with shareholders during 2024. As a result, the Compensation Committee made one change to our executive compensation program in 2024 compared to 2023, which was to eliminate the “performance-contingent award opportunity” portion of the LTIP (this was a discretionary component of the LTIP awarded by the Compensation Committee after year-end based on individual performance and other discretionary considerations). As a result, all performance-based awards under the 2024 LTIP are now equally allocated to the three-year absolute and relative TSR goals.

Compensation Consultant

The Compensation Committee from time to time engages independent consultants to advise it on peer group executive compensation practices, potential compensation packages for existing or new executives, and in connection with other projects, including the selection of peer groups for executive compensation analysis purposes. During 2024, the Compensation Committee retained Willis Towers Watson (“WTW”) as its independent executive compensation consultant. WTW performs work at the direction and under the supervision of the Compensation Committee. The decision to engage WTW as an independent compensation consultant to provide such services was not made, or recommended by, management of our company. The following provides typical executive compensation consulting services provided by WTW:

•Advise on the compensation proxy peer group;

•Preparation of a comprehensive analysis and comparison of our named executive officers’ compensation relative to our peer group and survey data;

•Review of the competitiveness of the overall program that supports the compensation decision making process and overall design;

•Updates on trends and developments in executive compensation;

•Preparation and review of materials for Compensation Committee meetings, when appropriate; and

•Participation in Compensation Committee meetings.

2025 Proxy Statement 27

In addition, WTW periodically provides the Compensation Committee with recommendations and reports regarding non-employee director compensation. The Compensation Committee reviews the analysis and determines whether to recommend to our Board of Directors any changes to the compensation program for non-employee directors. WTW reports directly to the Compensation Committee but it may meet with management from time to time to gather information or to obtain management’s perspective on executive compensation matters. The Compensation Committee has considered the independence of WTW under SEC rules and NYSE listing standards and concluded that no conflict of interest is present.

Peer Group

The peer group approved by the Compensation Committee, upon the advice of WTW, in connection with the 2024 executive compensation program consisted of the following companies:

This peer group was used to develop market data that supported 2024 compensation decisions. Peer group data is considered in connection with establishing our annual executive compensation program from year to year, including setting base salaries, determining the type and structure of incentive awards, setting incentive award levels, and making any necessary discretionary determinations. In addition, this peer group is used under the 2024 LTIP as the comparative group for determining our relative TSR performance over the three-year performance period.

The Compensation Committee has updated our peer group over time primarily due to M&A, corporate restructuring and the growth of our financial and operating profiles as compared to potential peer companies. In selecting the peer group, the Compensation Committee considers various financial metrics (such as enterprise value, market capitalization, revenue, EBITDA, and total assets) and operating characteristics (such as mix of oil and natural gas, geography, and operating vs. non-operating strategy) of potential peers with whom we may compete for executive talent and capital.

Role of Executives in Establishing Compensation

The Compensation Committee makes the final determination of all compensation paid to our named executive officers and directs all compensation decisions affecting our named executive officers. Executive officers provide input on the structure of our incentive programs, performance goals, discretionary items, and the selection of peer companies to be used by the Compensation Committee for executive compensation purposes. However, the Compensation Committee has no obligation to accept management’s recommendations, and meets regularly