NORTHERN OIL & GAS, INC.
For the period ended Apr 11, 2025. Filed Apr 11, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 11, 2025 · Filed Apr 11, 2025
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Contents
52 2025 Proxy Statement
| Table of Contents | Executive Compensation |
|---|
The 2024 compensation program approved by the Board for our non-employee directors is summarized as follows:
| Stock Compensation($) | Cash Compensation($) | |
|---|---|---|
| Board Retainer: | ||
| Non-Executive Chairperson | 560,000 | 190,000 |
| All Other Directors | 175,000 | 85,000 |
| Committee Fees: | ||
| Audit Committee Chairperson | — | 25,000 |
| Audit Committee Member | — | 12,500 |
| Compensation Committee Chairperson | — | 25,000 |
| Compensation Committee Member | — | 12,500 |
| Governance, Nominating and ESG Committee Chairperson | — | 25,000 |
| Governance, Nominating and ESG Committee Member | — | 12,500 |
| Acquisition Committee Chairperson/Member | — | 30,000 |
| Executive Committee Chairperson/Member | — | 75,000 |
The 2024 compensation for our non-executive chairperson, Mr. Akradi, consisted of $560,000 worth of fully vested shares of our common stock and $190,000 in cash, with no additional compensation for service on Board committees. Mr. Akradi has played a critical role in our company’s restructuring and turnaround since 2017. His involvement, which has included contributions of significant time, leadership and expertise, has been instrumental to the development and execution of the overall strategy that has driven the company’s success. The Compensation Committee discussed Mr. Akradi’s compensation with its compensation consultant and, based on a competitive assessment of director pay, we understand that his pay is above market. However, we believe that his contributions and activity on our Board have significantly exceeded that of a traditional non-executive chairperson, and that his compensation is appropriate in light of his contributions.
The 2024 equity compensation paid to directors was issued in quarterly installments of fully vested shares of our common stock, with the number of shares in each installment calculated based on the closing price of our common stock on such date. These dates were as follows: April 1, 2024; June 28, 2024; September 30, 2024; and December 31, 2024. In addition, as disclosed in our proxy statement with respect to fiscal year 2023, each of Mr. Lasher and Ms. Pomerantz received an additional one-time $75,000 stock award in January 2024, which was awarded in recognition of their substantial time commitment in 2023 in excess of anticipated levels. Notwithstanding the fact that these awards were related to 2023, because they were granted in January 2024 they are reflected in the table below summarizing the 2024 compensation paid to our non-employee directors. No similar one-time awards were granted to any director for 2024.
On December 18, 2024, the company appointed Mr. O’Grady, the company’s CEO, to serve as a member of the Board. Mr. O’Grady will receive no additional compensation for his service on the Board.
2025 Proxy Statement 53
| Executive Compensation | Table of Contents |
The following table contains compensation information for our non-employee directors for the year ended December 31, 2024.
| Name | Fees Earned or Paid in Cash($) | Stock Awards($)(1)(2) | Total($) |
|---|---|---|---|
| Bahram Akradi | 190,000 | 560,000 | 750,000 |
| Lisa Bromiley | 97,500 | 175,000 | 272,500 |
| Roy (Ernie) Easley | 115,000 | 175,000 | 290,000 |
| Michael Frantz | 202,500 | 175,000 | 377,500 |
| William Kimble | 110,000 | 175,000 | 285,000 |
| Jack King | 97,500 | 175,000 | 272,500 |
| Stuart Lasher | 227,500 | 250,000 | 477,500 |
| Jennifer Pomerantz | 227,500 | 250,000 | 477,500 |
(1)The 2024 non-employee director equity compensation was issued in quarterly installments of fully vested shares of our common stock, with the number of shares in each installment calculated based on the closing price of our common stock on such date, rounded to the nearest full share. The grant date fair value of each such quarterly equity award is set forth in the following table:
| Director | 1-16-2024 | 4-1-2024 | 6-28-2024 | 9-30-2024 | 12-31-2024 | ||
|---|---|---|---|---|---|---|---|
| Bahram Akradi | — | 140,000 | 140,000 | 140,000 | 140,000 | ||
| All Other Directors | — | 43,750 | 43,750 | 43,750 | 43,750 | ||
| Stuart Lasher & Jennifer Pomerantz | 75,000 | — | — | — | — | ||
(2)As of December 31, 2024, none of our non-employee directors held any unvested shares of common stock or any outstanding stock options.
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