Riley Exploration Permian, Inc.
For the period ended May 12, 2026. Filed Apr 10, 2026.
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May 12, 2026 · Filed Apr 10, 2026
Contents
Elements of our Executive Compensation Program
Base Salary
Base salary is the fixed annual compensation the Company pays to each of the Named Executive Officers for carrying out their specific job responsibilities, and reflects their experience and expertise. Base salaries are a meaningful component of the total annual cash compensation paid to the Company’s Named Executive Officers.
The Compensation Committee reviews the base salaries for each Named Executive Officer periodically and has historically made adjustments upon consideration of various factors, including but not limited to: (a) any increase or decrease in the Named Executive Officer’s responsibilities, (b) the Named Executive Officer’s job performance, and (c) the level of compensation paid to senior executives at the Compensation Peer Group companies with whom the Company competes for executive talent, and (d) other factors that it deems relevant.
For 2025, the Compensation Committee reviewed base salary data for similarly situated executives in the Compensation Peer Group. The Committee approved base salary increases of 3% for our NEOs, excluding Mr. Bobby D. Riley, to maintain alignment with the competitive market for talent. For our CEO, the Compensation Committee approved a 27% increase to bring Mr. Bobby D. Riley’s compensation more in line with market.
Below is a summary of base salaries for each NEO as of December 31, 2024 and December 31, 2025. Because these amounts reflect each NEO’s base salary as of the dates indicated, this information may vary from the information provided in the Summary Compensation Table, which reflects actual base salary earnings in the applicable year, including the effect of salary changes during the year.
| Named Executive Officer | Annual Base Salary (As of December 31. 2024) | Annual Base Salary (As of December 31. 2025) | Percentage Increase 2024-2025 |
|---|---|---|---|
| Bobby D. Riley(1) | $530,000 | $675,000 | 27% |
| Philip Riley | $470,000 | $484,000 | 3% |
| Corey Riley | $421,000 | $434,000 | 3% |
| John Suter | $425,000 | $438,000 | 3% |
| Jeffrey Gutman | $360,000 | $371,000 | 3% |
| (1) | Bobby D. Riley’s annual base salary increase for 2025 was effective as of January 1, 2025. |
Annual Incentive Bonus
In the first quarter of each year the Compensation Committee reviews and approves the performance objectives and quantitative goals that are used in the determination of earned annual incentive bonus awards. In 2025, the Compensation Committee adopted a new scorecard framework for the 2025 Annual Incentive Bonus Program in order to make the determination of awards based primarily on quantitative and objective metrics.
Under the new structure, 70% of the total metric weighting is allocated to quantitative metrics. The remaining 30% of the annual incentive bonus opportunity is based on the Compensation Committee’s qualitative evaluation of the Named Executive Officers’ achievement of strategic objectives that are critical to the Company’s business plan. The Compensation Committee approved the following performance metrics and weightings for the 2025 program.
| Performance Metric · Weight · Threshold Performance · Target · Maximum Performance · Actual Results · Weighted Payout | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Upstream Free Cash Flow ($MM) | 17.5% | $82 | $109 | $136 | $117 | 22.8% | ||||
| Oil Production (MBopd) | 17.5% | 13.4 | 15.8 | 18.2 | 17.3 | 28.9% | ||||
| Lease Operating Expenses + Cash General & Administrative Expenses ($/Boe) | 17.5% | $14.23 | $11.86 | $9.49 | $11.06 | 23.4% | ||||
| Health, Safety & Environmental Performance: | ||||||||||
| (a) Total Recordable Incident Rate | 8.3% | 4.0 | 2.0 | 0 | 0 | 11.7% | ||||
| (b) Total Fluid Spill Intensity | 8.3% | 0.0090% | 0.0075% | 0.0060% | 0.0033% | 11.7% | ||||
| (c) Flare Intensity | 8.3% | 24% | 20% | 16% | 7% | 11.7% | ||||
| Subtotal Quantitative Metrics | 70% | 110% | |
| Strategic Objectives | 30% | Qualitative Evaluation | 60% |
| TOTAL | 100% | 170% |
Target performance levels for each performance objective were established by the Compensation Committee in the first quarter of 2025 and set at challenging levels that were both consistent with our long-term goals and intended to incentivize and reward superior performance. In addition, a threshold level of performance is established for each performance objective, and if threshold performance for a performance objective is not achieved, no bonus amount is earned in respect of that performance objective.
Following the completion of the performance year, the Compensation Committee approved the annual incentive bonus awards. The Compensation Committee considers overall Company and individual performance against the performance objectives for the year and with input from the Chief Executive Officer.
In evaluating the Strategic Objectives component of the scorecard, the Compensation Committee considered the Company’s successful completion of the Silverback acquisition and continued progress integrating those assets, the completed divestiture of the Company’s midstream project in New Mexico, which allows the Company to focus on development of our upstream assets, and continued focus on return of capital to stockholders through the higher dividend and new share repurchase program.
Effective for the 2025 performance year, the Compensation Committee determined to increase the NEO bonus targets from 50% of base salary to bonus targets that are more closely aligned with market. Individual bonus targets and individual annual incentive bonus awards for 2025 performance are summarized in the table below.
| Named Executive Officer | Base Salary as of 12/31/2025 | Bonus Target (as a % of Base Salary) | Annual Incentive Bonus Award for 2025 Performance |
|---|---|---|---|
| Bobby D. Riley | $675,000 | 100% | $1,147,000 |
| Philip Riley | $484,000 | 80% | $658,000 |
| Corey Riley | $434,000 | 80% | $590,000 |
| John Suter | $438,000 | 80% | $595,000 |
| Jeffrey Gutman | $371,000 | 70% | $504,000(1) |
| (1) | The Compensation Committee exercised its discretion to grant Mr. Gutman an additional special cash bonus for 2025 equal to $63,000, which represents the difference between (i) a payout at the 70% of base salary bonus target and (ii) the amount that would have been payable had his 2025 target bonus been 80% of base salary which is commensurate with the NEOs other than the Chief Executive Officer. |
Annual Equity Awards
The long-term incentive component of our executive compensation program comprises a substantial majority of our NEOs’ compensation, linking a significant portion of our NEOs’ compensation to our stock price performance. In 2025, we introduced performance-based restricted stock awards into the annual long-term incentive award mix and delivered 2025 annual equity awards in the following mix:
| • | Performance-based restricted stock awards (30% weighting) |
| • | Time-based restricted stock awards (70% weighting) |
Initially, performance-based restricted stock awards represent 30% of target annual equity award value and may be earned based on the Company’s achievement of TSR relative to a TSR performance peer group during the applicable three-year performance period. Payouts for the Named Executive Officers can range from 0% to 200% of target.
Effective for 2026 annual equity awards, performance-based restricted stock awards will represent 35% of the target annual equity award value for our NEOs.
The table below summarizes the awards granted to each NEO on March 24, 2025.
| Named Executive Officer | Base Salary as of 12/31/2025 | LTI Target as % of Base Salary | Performance-based Restricted Stock (1) | Time-based Restricted Stock |
|---|---|---|---|---|
| Bobby D. Riley | $675,000 | 475% | 33,679 | 78,584 |
| Philip Riley | $484,000 | 300% | 15,252 | 35,588 |
| Corey Riley | $434,000 | 300% | 13,676 | 31,911 |
| John Suter | $438,000 | 300% | 13,802 | 32,205 |
| Jeffrey Gutman | $371,000 | 200% | 7,794 | 18,186 |
The number of shares granted was based on a 20-day VWAP of the Company’s stock price.
| (1) | Performance-based restricted stock awards are presented at target (100%) payout levels. Actual payouts may range from 0% to 200% of target, based on performance, and the number of shares ultimately earned may differ from the amounts shown above. |
Performance-Based Restricted Stock Awards
Performance-based restricted stock awards are designed to reward our NEOs based on our three-year relative TSR performance versus a performance group of peer companies, including the SPDR S&P Oil & Gas Exploration & Production ETF (the “XOP Index”, and combined with the peer companies, the “TSR Peer Group”). Performance-based restricted stock awards cliff-vest after three years. Awards are subject to the payout scale below:
| Riley’s TSR Percentile Rank | Payout Factor |
|---|---|
| 75th Percentile or Above | 200% |
| 50th Percentile | 100% |
| 25th Percentile | 50% |
| Below 25th Percentile | 0% |
Payouts for performance between the achievement levels noted above will be calculated using linear interpolation.
| TSR Peer Group | |||
| Amplify Energy Corp. | Granite Ridge Resources, Inc. | Talos Energy Inc. | XOP Index |
| Berry Corporation | HighPeak Energy, Inc. | Vital Energy, Inc. | |
| Crescent Energy Co. | Magnolia Oil & Gas Corp. | Vitesse Energy Inc. | |
| Evolution Petroleum Corp. | Ring Energy, Inc. | W&T Offshore Inc. | |
In 2026, the Compensation Committee approved changes to the TSR Peer Group for 2026 awards to reflect continued industry consolidation and peer company fit relative to the TSR Peer Group criteria:
| • | Removed Berry Corporation and Vital Energy, Inc. (both of which were acquired during 2025) |
| • | Added Northern Oil & Gas, Inc., Mach Natural Resources LP, and TXO Partners, L.P. |
Additionally for 2026 awards, the Compensation Committee introduced an absolute TSR modifier. While relative TSR performance will continue to determine the initial payout, if annualized absolute TSR is less than or equal to 0%, payout will be capped at 150%, and if annualized absolute TSR is equal to or greater than 10%, payout will not be reduced below 50%. The Compensation Committee determined that incorporating an absolute TSR modifier would further align realizable pay with shareholder experience and strengthen the pay-for-performance orientation of the program.
Time-Based Restricted Stock Awards
Time-based restricted stock awards are an important component of our annual equity awards because they enhance the retention of our NEOs while maintaining alignment with the interests of our stockholders. Time-based restricted stock awards represented 70% of target annual equity award value for our NEOs in 2025, and these awards vest ratably over three years.
Dividends on both performance- and time-based restricted stock awards are accrued and paid at the expiration of the vesting period or forfeited if the award is forfeited.
Grant Practices Regarding Equity
The Compensation Committee approves and grants annual equity awards in the spring each year. In certain circumstances, including the hiring or promotion of an officer, the Compensation Committee may approve grants to be effective at other times. The Compensation Committee does not take material nonpublic information into account when determining the timing and terms of equity awards. Instead, the timing of grants is in accordance with the yearly compensation cycle, with awards granted at the start of the new fiscal year to incentivize delivering on the Company’s strategic objectives for the new fiscal year. The Company has not timed the disclosure of material nonpublic information to affect the value of compensation. Any coordination between a grant and the release of information that could be expected to affect such grant’s value is precluded by the predetermined schedule. We do not currently grant stock options as part of our equity compensation programs. If stock options were to be granted in the future to employees, including executive officers, or non-employee directors, the Company would not grant such options in anticipation of the release of material nonpublic information that is likely to result in changes to the price of our common shares. In addition, we generally do not grant stock options (i) during trading blackout periods established under our insider trading policy, or (ii) at any time during the four business days prior to or the one business day following the filing of our periodic reports or the filing or furnishing of a Form 8-K that discloses material nonpublic information. These restrictions do not apply to other types of equity awards that do not include an exercise price related to the market price of our common shares on the date of grant.
During fiscal year 2025, (i) none of our NEOs were awarded stock options with an effective grant date during any period beginning four business days before the filing or furnishing of a Form 10-Q, Form 10-K, or Form 8-K that disclosed material nonpublic information, and ending one business day after the filing or furnishing of such reports, and (ii) we did not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.
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