NORTHERN OIL & GAS, INC.
For the period ended Apr 10, 2026. Filed Apr 10, 2026.
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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 10, 2026 · Filed Apr 10, 2026
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Contents
28 2026 Proxy Statement
| Table of Contents | Executive Compensation |
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This peer group was used to develop market data that supported 2025 executive 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 2025 LTIP as the comparative group for determining our relative total shareholder return (“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. The Compensation Committee meets regularly (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
2026 Proxy Statement 29
| Executive Compensation | Table of Contents |
provides competitive pay with the opportunity to earn above or below target incentive payouts based on financial, operational and strategic performance.
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. The Compensation Committee believes the named executive officers’ 2025 base salaries are reasonable and competitive relative to our peer group.
The annual base salaries paid to our named executive officers in 2024 and 2025 are set forth in the following table:
| 2024 Salary($) | 2025 Salary($) | Increase(%) | |
|---|---|---|---|
| Nicholas O’Grady | 925,000 | 925,000 | — |
| Adam Dirlam | 600,000 | 615,000 | 2.5 |
| Chad Allen | 500,000 | 512,500 | 2.5 |
| James Evans | 485,000 | 497,500 | 2.6 |
| Erik Romslo | 475,000 | 487,500 | 2.6 |
Annual Short-Term Incentive Program (STIP)
Our STIP is designed to provide annual variable cash compensation dependent upon the achievement of quantitative company financial and operating performance objectives, as well as individual performance goals, with such achievement determined by the Compensation Committee. The weighting and performance levels for the quantitative objectives and the individual performance goals are communicated to our named executive officers at the time they are set.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.