NORTHERN OIL & GAS, INC.
For the period ended Apr 11, 2025. Filed Apr 11, 2025.
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Apr 11, 2025 · Filed Apr 11, 2025
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Contents
34 2025 Proxy Statement
| Table of Contents | Executive Compensation |
|---|
The awards granted to our named executive officers under the EIP pursuant to the 2024 LTIP are summarized in the following table:
| 3-Year Absolute TSR Award · 3-Year Relative TSR Award | |||||||
|---|---|---|---|---|---|---|---|
| Base RSA($) | Threshold($) | Target($) | Maximum($) | Threshold($) | Target($) | Maximum($) | |
| Nicholas O’Grady | 500,000 | 937,500 | 1,875,000 | 2,812,500 | 937,500 | 1,875,000 | 2,812,500 |
| Adam Dirlam | 250,000 | 431,250 | 862,500 | 1,293,750 | 431,250 | 862,500 | 1,293,750 |
| Chad Allen | 175,000 | 225,000 | 450,000 | 675,000 | 225,000 | 450,000 | 675,000 |
| James Evans | 150,000 | 192,750 | 385,500 | 578,250 | 192,750 | 385,500 | 578,250 |
| Erik Romslo | 152,000 | 168,750 | 337,500 | 506,250 | 168,750 | 337,500 | 506,250 |
The 2024 LTIP Base RSAs were granted to our named executive officers on August 20, 2024, with the number of restricted shares calculated for each executive by dividing (i) the applicable value in the table above by (ii) the closing price of our common stock on that date. These restricted shares will vest in three equal installments on each of March 15, 2025, 2026 and 2027, subject to the executive’s continued service with the company through each such vesting date.
The 2024 LTIP 3-Year TSR Awards were also granted to our named executive officers on August 20, 2024. For purposes of determining the number of PRSUs for each award, WTW utilized a Monte Carlo simulation model to estimate the fair value of the awards as of December 31, 2023, which is the last day before the start of the three-year performance period. We utilized these year-end fair values, which were $34.60 and $42.85 per target PRSU for the Absolute TSR Awards and Relative TSR Awards, respectively, to calculate the number of PRSUs granted to each executive. Due to our relative and absolute TSR performance during 2024, before the awards were granted on August 20, 2024, the grant date fair values were less than the year-end fair values used in determining the number of PRSUs. As a result, the values for these awards included in the Summary Compensation Table and Grants of Plan-Based Awards table below are different than the amounts shown in the table above. The Compensation Committee will evaluate our relative and absolute TSR performance in early 2027, after the end of the three-year performance period, to determine the number of PRSUs, if any, earned and settled in shares for each executive.
The 2024 LTIP is designed to provide a significant incentive for the named executive officers to achieve and maintain high levels of performance and strengthens the connection between our executive team and the long-term interests of our stockholders. We believe that these type of awards are a powerful tool for helping us retain executive talent, and that the use of restricted stock and PRSUs reflects competitive practice among companies with whom we compete for executive talent. In addition, the higher value of a share of restricted stock or PRSU in comparison to a stock option allows us to issue fewer total shares in order to arrive at a competitive total long-term incentive award value.
2025 Proxy Statement 35
| Executive Compensation | Table of Contents |
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