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
52 2026 Proxy Statement
| Table of Contents | Executive Compensation |
|---|
The 2025 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 2025 compensation for our non-executive chairperson, Mr. Akradi, consisted of $560,000 worth of fully vested shares of our common stock and $190,000 in cash, with no additional compensation for service on Board committees. Mr. Akradi has played a critical role in our company’s restructuring and turnaround since 2017. His involvement, which has included contributions of significant time, leadership and expertise, has been instrumental to the development and execution of the overall strategy that has driven the company’s success. The Compensation Committee discussed Mr. Akradi’s compensation with its compensation consultant and, based on a competitive assessment of director pay, we understand that his pay is above market. However, we believe that his contributions and activity on our Board significantly exceed that of a traditional non-executive chairperson, and that his compensation is appropriate in light of his contributions.
The 2025 equity compensation paid to directors was issued in quarterly installments of fully vested shares of our common stock, with the number of shares in each installment calculated based on the closing price of our common stock on such date. These dates were as follows: March 31, 2025; June 30, 2025; September 30, 2025; and December 31, 2025.
Since December 2024, Mr. O’Grady, the company’s CEO, has served as a member of the Board. Mr. O’Grady receives no additional compensation for his service on the Board.
The following table contains compensation information for our non-employee directors for the year ended December 31, 2025.
2026 Proxy Statement 53
| Executive Compensation | Table of Contents |
| Name | Fees Earned or Paid in Cash($) | Stock Awards($)(2)(3) | Total($) |
|---|---|---|---|
| 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(1) | 63,304 | 43,750 | 107,054 |
| Stuart Lasher | 227,500 | 175,000 | 402,500 |
| Jennifer Pomerantz | 227,500 | 175,000 | 402,500 |
(1)Jack King’s service on our Board of Directors ended in May 2025. As such, he received a prorated portion of his compensation for the second quarter of 2025, paid entirely in cash.
(2)The 2025 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 | 3-31-2025 | 6-30-2025 | 9-30-2025 | 12-31-2025 | ||
|---|---|---|---|---|---|---|
| Bahram Akradi | 140,000 | 140,000 | 140,000 | 140,000 | ||
| Jack King | 43,750 | — | — | — | ||
| All Other Directors | 43,750 | 43,750 | 43,750 | 43,750 | ||
(3)As of December 31, 2025, none of our non-employee directors held any unvested shares of common stock or any outstanding stock options.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.