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
48 2026 Proxy Statement
| Table of Contents | Executive Compensation |
|---|
(2)A reconciliation of Total Compensation from the Summary Compensation Table (or “SCT”) to Compensation Actually Paid to our PEO and our Other NEOs (as an average) for 2025 is shown below:
| Adjustments | PEO($) | Average of Other NEOs($) |
|---|---|---|
| Total Compensation from SCT | 5,602,413 | 2,139,580 |
| Adjustments for stock and option awards: | ||
| (Subtraction): SCT amounts | (2,815,683) | (837,622) |
| Addition: Fair value at year-end of awards granted during the covered fiscal year that are outstanding and unvested at year-end | 1,388,186 | 424,753 |
| Addition (Subtraction): Year-over-year change in fair value of awards granted in any prior fiscal year that are outstanding and unvested at year end | (7,117,856) | (2,263,734) |
| Addition: Vesting date fair value of awards granted and vesting during such year | — | — |
| Addition (Subtraction): Change as of the vesting date (from the end of the prior fiscal year) in fair value of awards granted in any prior fiscal year for which vesting conditions were satisfied during such year | (528,344) | (230,539) |
| (Subtraction): Fair value at end of prior year of awards granted in any prior fiscal year that fail to meet the applicable vesting conditions during such year | — | — |
| Addition: Dividends or other earnings paid on stock or option awards in the covered year prior to vesting if not otherwise included in the total compensation for the covered year | — | — |
| Compensation Actually Paid (as calculated) | (3,471,284) | (767,562) |
(3)TSR is calculated based on a fixed investment of one hundred dollars measured from the market close on December 31, 2020 (the last trading day of 2020) through and including the end of the fiscal year for each year reported in the table.
(4)The peer group used for this TSR calculation is the SPDR S&P Oil & Gas Exploration & Production ETF (the “XOP”), which is the industry index as disclosed in our 2025 Annual Report on Form 10-K pursuant to Item 201(e) of Regulation S-K.
(5)Our company-selected measure, which is the measure we believe represents the most important financial performance not otherwise presented in the table above that we used to link Compensation Actually Paid to our NEOs for 2025 to our company’s performance, is Adjusted EBITDA. We define Adjusted EBITDA as net income (loss) before (i) interest expense, (ii) income taxes, (iii) depreciation, depletion, amortization, and accretion, (iv) non-cash stock based compensation expense, (v) (gain) loss on the extinguishment of debt, (vi) contingent consideration (gain) loss, (vii) acquisition transaction expense, (viii) other non-cash adjustments, (ix) (gain) loss on unsettled interest rate derivatives, and (x) (gain) loss on unsettled commodity derivatives. See Appendix A for additional information on our Adjusted EBITDA calculation.
2026 Proxy Statement 49
| Executive Compensation | Table of Contents |
Relationship between Pay and Performance
The graphs shown below present a comparison of Compensation Actually Paid to our PEO and the average Compensation Actually Paid to our Other NEOs set forth in the Pay Versus Performance table above, as compared against the following performance measures: (i) our TSR and industry index TSR; (ii) our net income; and (iii) our Adjusted EBITDA.
(1)TSR in the above chart, in the case of both the company and the industry index, reflects the cumulative return of $100 as if invested on December 31, 2020, including reinvestment of any dividends.
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