NORTHERN OIL & GAS, INC.

without management present to discuss and ultimately set executive compensation amounts and programs. Our Chief Executive Officer is not present during voting or deliberations regarding his compensation.

Compensation Philosophy

To recruit and retain the most qualified and competent individuals as executive officers, we strive to maintain a compensation program that is competitive with our peer group and with respect to the general profession of our executives. We remain committed to hiring and retaining qualified, motivated employees at all levels within the organization while ensuring that all forms of compensation are aligned with business needs. Our compensation program is intended to incentivize exceptional organizational and individual performance, and to support the successful attainment of our vision, values and business objectives.

The following compensation objectives are considered in setting the compensation components for our executive officers:

•Attract and retain key executives responsible not only for our continued growth and profitability, but also for ensuring proper corporate governance and carrying out the goals and plans of our company;

•Motivate our executives to enhance long-term value;

•Align a significant portion of compensation to financial and operating performance;

•Evaluate and rate performance both on an absolute basis and relative to existing market conditions during the measurement period; and

•Set compensation levels that reflect competitive peer group practices.

The principal components of our executive compensation program are base salary, short-term incentive awards and long-term incentive awards. We use various elements of pay to design a compensation program that provides competitive pay with the opportunity to earn above or below target incentive payouts based on financial, operational and strategic performance.

Employment Agreements

We entered into new employment agreements with each of our named executive officers in December 2023. The employment agreements provide for a five-year initial term, subject to earlier termination upon notice, with automatic renewals for additional one-year periods unless either the executive or the company gives written notice of non-renewal at least 90 days prior to the expiration of the then-current initial term or renewal term. The employment agreements also provide for initial annualized base salaries consistent with each executive’s 2023 base salary, which may be adjusted from time to time but not below the executive’s 2023 base salary (unless pursuant to a reduction of no more than 25% applied consistently to all senior executive officers).

The employment agreements also contain certain restrictive covenants, including with respect to confidentiality, non-competition, non-solicitation, non-interference, and non-disparagement. These restrictions are generally intended to apply during the initial term and any renewal term and, except with respect to the non-competition restrictions, for the eighteen-month period following termination of employment.

The employment agreements provide for severance compensation in connection with certain triggering events relating to a change in control of our company and/or termination of employment. These arrangements mitigate a

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potential disincentive for our named executive officers when they are evaluating a potential acquisition of the company, particularly when their services may not be required by the acquiring entity. In such a situation, these arrangements are necessary to encourage retention of our named executive officers through the conclusion of the transaction, and to ensure a smooth management transition. We believe that the level of benefits provided under these agreements is reasonable relative to peer group practice and helps us to attract and retain key talent. Change in control payments and benefits for our named executive officers are based on a “double-trigger” arrangement (that is, they require both a change in control of the company plus a qualifying termination of employment of the named executive officer before payments and benefits are paid to such named executive officer). We have provided more information about these benefits below under the section titled “Potential Payments upon Termination or Change in Control.”

Elements of Compensation

The total compensation and benefits program for our named executive officers consists of a combination of the following components:

•base salaries;

•annual short-term incentive program;

•long-term equity incentive program;

•retirement, health and welfare benefits;

•perquisites; and

•employment agreements that contain certain severance and change in control benefits.

Base Salaries

We provide base salaries to compensate our named executive officers for services performed during the fiscal year. This provides a level of financial certainty and stability in an industry with historical volatility and cyclicality. The base salaries are designed to reflect the experience, performance, responsibilities and contribution of the individual executive officers. Salaries are reviewed annually, based on a number of factors, both quantitative, including organizational and competitive analyses, and qualitative, including the Compensation Committee’s perception of the executive’s experience, performance and contribution to our business objectives and corporate values.

Effective as of January 1, 2024, the Compensation Committee approved increases to the base salaries for each of our named executive officers in recognition of superior corporate performance in 2023, as well as the growth of the company and executive responsibilities. The Compensation Committee believes the named executive officers’ 2024 base salaries are reasonable and competitive relative to our peer group. In addition, these adjustments reflect market-based adjustments to better align with our compensation philosophy.