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
30 2026 Proxy Statement
| Table of Contents | Executive Compensation |
|---|
The Compensation Committee established the STIP for 2025 with the following threshold, target and maximum cash award opportunities:
| 2025 STIP | ||||||
|---|---|---|---|---|---|---|
| Threshold | Target | Maximum | ||||
| Value($) | % ofSalary | Value($) | % ofSalary | Value($) | % ofSalary | |
| Nicholas O’Grady | 462,500 | 50 | 1,110,000 | 120 | 1,850,000 | 200 |
| Adam Dirlam | 307,500 | 50 | 645,750 | 105 | 968,625 | 158 |
| Chad Allen | 230,625 | 45 | 461,250 | 90 | 691,875 | 135 |
| James Evans | 223,875 | 45 | 447,750 | 90 | 671,625 | 135 |
| Erik Romslo | 195,000 | 40 | 341,250 | 70 | 487,500 | 100 |
The quantitative measures and individual performance goals selected each year are tailored by the Compensation Committee in an attempt to focus management’s attention and efforts on the matters deemed most critical to the company, and as a result may be different from year to year depending on the current environment and needs of the company. The performance level for each quantitative measure considers prior year results and current year expectations and objectives. After reviewing prior results and current year expectations, the Compensation Committee approved goals that we believe are aggressive and require achievement of significant performance. The performance levels for the quantitative measures may provide for adjustments to account for the effects of certain circumstances that may arise during the year, such as significant acquisitions or divestitures.
Under the 2025 STIP, the Compensation Committee determined that two-thirds of each named executive officer’s award would be dependent on company financial and operating quantitative performance objectives (i.e., Adjusted EBITDA and Return on Capital Employed (each as further described below), weighted equally), and one-third would be dependent on achievement of individual performance goals for each named executive officer.
The table below provides the details of the performance goals for the 2025 STIP.
| Performance Levels · Actual Company Performance | |||||
|---|---|---|---|---|---|
| 2025 Performance Goals · Weighting · Threshold · Target · Maximum | |||||
| Adjusted EBITDA (millions)(1) | 1/3 | $1,475.0 | $1,575.0 | $1,725.0 | $1,607.3 |
| Return on Capital Employed(2) | 1/3 | 12.0% | 13.75% | 15.5% | 15.4% |
| Individual Goals(3) | 1/3 | See FN 3 | |||
(1)2025 Adjusted EBITDA, pursuant to the company’s standard calculation, but with pro forma adjustments to eliminate the effect of unbudgeted acquisitions completed during 2025. Based on this calculation, the Compensation Committee determined that the company achieved Adjusted EBITDA above target, but below maximum, and thus each executive was entitled to an amount for this metric based on linear interpolation between the target and maximum amounts. The amount earned by each executive was 100% of target, plus 21.6% of the incremental amount that could be earned for achieving the maximum performance level. See Appendix A for additional information on our Adjusted EBITDA calculation.
2026 Proxy Statement 31
| Executive Compensation | Table of Contents |
(2)Return on capital employed (“ROCE”), calculated with pro forma adjustments to eliminate the effect of unbudgeted acquisitions completed during 2025. Based on this calculation, the Compensation Committee determined that the company had ROCE above target, but below maximum, and thus each executive was entitled to an amount for this metric based on linear interpolation between the target and maximum amounts. The amount earned by each executive was 100% of target, plus 95.4% of the incremental amount that could be earned for achieving the maximum performance level. See Appendix A for additional information on our ROCE calculation.
(3)As described in the paragraph following this table, the Compensation Committee determined the following levels were achieved with respect to this individual performance metric: Mr. O’Grady - 99% of maximum; Mr. Dirlam - 98% of maximum; Mr. Allen - 98% of maximum; Mr. Evans - 98% of maximum; Mr. Romslo - 99% of maximum.
The Compensation Committee established the individual performance goals for each named executive officer under the 2025 STIP across the following categories to support the needs of the business following a rapid growth period: (i) strategy and resource planning; (ii) infrastructure, technology and business intelligence; (iii) growth and capital efficiency; and (iv) ESG program development. Members of the Compensation Committee met with each named executive officer multiple times during 2025 to discuss progress on the individual goals, and evaluated each named executive officer’s level of achievement after year-end to determine the amount earned by each named executive officer with respect thereto. The Compensation Committee determined that each named executive officer had substantially achieved all individual performance goals established for 2025. As a result, the Compensation Committee determined to pay each named executive officer just below the maximum level for the one-third portion of the 2025 STIP dependent on achievement of individual goals, as follows: Mr. O’Grady - 99% of maximum; Mr. Dirlam - 98% of maximum; Mr. Allen - 98% of maximum; Mr. Evans - 98% of maximum; Mr. Romslo - 99% of maximum.
As a result of the foregoing calculations and determinations, the cash awards paid to the named executive officers under the 2025 STIP were as follows:
| Adjusted EBITDA Metric($) | ROCEMetric($) | Individual Goals($) | Total($) | Total(% of Base Salary) | |
|---|---|---|---|---|---|
| Nicholas O’Grady | 423,173 | 605,390 | 610,000 | 1,638,564 | 177 |
| Adam Dirlam | 238,450 | 317,955 | 315,000 | 871,405 | 142 |
| Chad Allen | 170,322 | 227,111 | 225,000 | 622,432 | 121 |
| James Evans | 165,337 | 220,464 | 220,000 | 605,800 | 122 |
| Erik Romslo | 124,259 | 160,271 | 160,000 | 444,530 | 91 |
Long-Term Equity Incentive Program (LTIP)
The purpose of our LTIP is to align the interests of our named executive officers with those of our stockholders and to provide variable compensation primarily dependent upon company performance. Since LTIP awards may vest and grow in value over time, the program is intended to incentivize company performance over the long-term. Equity awards granted pursuant to the LTIP are granted under our Amended and Restated 2018 Equity Incentive Plan (the “EIP”).
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