GULFPORT ENERGY CORP
For the period ended May 27, 2026. Filed Apr 8, 2026.
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May 27, 2026 · Filed Apr 8, 2026
Contents
2025 Compensation Program Description
Base Salary
The Compensation Committee reviews NEO base salaries on an annual basis, with a goal of providing market-competitive, fixed cash compensation. The Compensation Committee assessed comparable salary information provided by its independent compensation consultant as a factor when determining the base pay for NEOs.
Other factors the Compensation Committee considers in determining base pay for each of the NEOs included, but was not limited to: the NEO’s responsibilities, experience, leadership, potential future contribution and demonstrated individual performance. The relative weighting of these factors varied by NEO depending on their position and responsibilities. In March 2025, the base salaries of the executive team were reviewed, and changes were made after a review of the current labor market for executive talent, performance and other job-related factors for each executive. A summary of the changes is reflected in the table below.
| Name | Base Salary YE 2024 | PercentIncrease (%) | Base Salary YE 2025 |
|---|---|---|---|
| Michael Hodges | $515,000 | 3.9% | $535,000 |
| Patrick Craine | $500,000 | 3.0% | $515,000 |
| Matthew Rucker | $440,000 | 13.6% | $500,000 |
| Michael Sluiter | $415,000 | 3.6% | $430,000 |
| John Reinhart, former CEO | $900,000 | 2.8% | $925,000 |
Annual Incentive Awards
The Compensation Committee continued a performance-based annual cash incentive program for 2025 that tied our NEOs’ compensation directly to pre-established performance metrics. Targeted annual incentive award levels were based on market information supplied by the independent compensation consultant. Individual awards may be decreased at the discretion of the Compensation Committee based on overall corporate performance for the year and other considerations.
2025 Annual Short-Term Incentive (“STI”) Metrics and Payments
The Compensation Committee determined that the appropriate Key Performance Indicators (“KPIs”) for the 2025 STI plan would focus primarily on generating adjusted free cash flow, executing certain strategic objectives that were important to the continued success of the organization and were responsive to shareholder feedback. After a review of the operating and financial targets for 2025 with the Board of Directors, the Gulfport Energy executive management team and the independent compensation advisor, the Compensation Committee approved performance targets. The KPIs included thresholds, targets and maximums that were based on predetermined performance metrics.
The financial metrics chosen (production, capital expenditures, lease operating expenses, and adjusted free cash flow) were generally common measures in the oil and gas industry and were viewed as measures of success by our shareholders. The Compensation Committee also believed it was critical to focus on other strategic initiatives that, while not directly measured in financial terms, were key indicators of successful companies in the oil and gas industry. Non-financial measures included Total Recordable Incident Rate (“TRIR”) and spills, which are common measures within the industry that reflect industry benchmark information (TRIR) and improvement over prior results (spills). The Compensation Committee also adopted strategic initiatives that focused on environmental and corporate and social governance activities. Specifically, the organization was measured on preparing for MiQ certification of the Mid-Continent assets by applying key learnings from Appalachia and successfully attaining MiQ certification during 2025.
EXECUTIVE SUMMARY
In May of 2025, after performance targets for the annual STI had been set in February of 2025, the Board of Directors evaluated potential strategic actions that would increase the Company’s 2025 capital expenditures to unlock additional value within the Company’s asset portfolio as well as optimize both the 2025 and 2026 development plan following unplanned midstream outages and constraints that impacted production volumes. In October 2025, in response to these known production impacts, the Board of Directors approved an increase to the Company’s 2025 capital expenditure program and acknowledged that these additional expenditures were not included in the initial target setting process; as a result, the Board of Directors adjusted the 2025 annual STI performance metrics to account for these changes.
At the completion of the performance period ending December 31, 2025, the Compensation Committee reviewed financial and operating results and the attainment of other KPI’s and approved 2025 STI payout results based on those achievements. This achievement resulted in an overall payout of 99% of target. Below is a summary of KPIs and results for the 2025 plan year.
2025 STI Metrics
| Weighting | Threshold | Target | Maximum | 2025 Actual(2) | 2025 Approved Payout(2) | |
|---|---|---|---|---|---|---|
| Production (MMcfe/day) | 20% | 1,030 | 1,050 | 1,075 | 1,039 | 14% |
| Capex ($MM) | 20% | $415 | $395 | $365 | $400 | 18% |
| LOE per Mcfe ($/Mcfe) | 15% | $0.232 | $0.217 | $0.190 | $0.22 | 12% |
| Adjusted Free Cash Flow ($MM)(1) | 15% | $400 | $490 | $600 | $490 | 15% |
| TRIR | 10% | 0.55 | 0.4 | 0.2 | 0.8 | 0% |
| Spills | 10% | 3 | 2 | 1 | 0 | 20% |
| Strategic Initiatives | 10% | Qualitative | 20% | |||
| Total Achievement Percentage | 99% | |||||
(1) Adjusted Free Cash Flow is a non-GAAP measure defined as net cash provided by operating activities from the Company’s Consolidated Statement of Cash Flows less the sum of changes in operating assets and liabilities included in the operating activities section of the Consolidated Statement of Cash Flows less non-recurring general and administrative and other expenses from the Consolidated Statement of Operations less incurred capital expenditures and capitalized expenses. Adjusted Free Cash Flow was calculated assuming realized commodity pricing received throughout the year was consistent with the forward curve pricing used to set the approved Adjusted Free Cash Flow Metric in February of 2025.
(2) The impact of the changes to the Company’s 2025 capital program on the 2025 incentive payment results as described above consisted of increased capital expenditures of approximately $74 million, which reduced the 2025 actual Capex metric and increased the 2025 Adjusted Free Cash Flow metric results.
2025 Target Annual STI Opportunities and Actual Annual STI Payments
The Compensation Committee established the target annual cash STI opportunity for each of the NEOs, taking into consideration the terms of any applicable employment agreement, and approved the following cash payments based on the Company’s 2025 results performance as described above.
2025 INCENTIVE COMPENSATION PLAN
| Name | 2025 Incentive CompensationProgram Incentive Target | Actual AnnualIncentive Achievement (as % of TargetAnnual Incentive) | Actual Incentive Earned for 2025 |
|---|---|---|---|
| Michael Hodges | $535,000 | 99% | $529,650 |
| Patrick Craine | $463,500 | 99% | $458,865 |
| Matthew Rucker | $500,000 | 99% | $495,000 |
| Michael Sluiter | $322,500 | 99% | $319,275 |
| John Reinhart, former CEO | $1,110,000 | 99% | $1,098,900 |
36 2026 PROXY STATEMENT
EXECUTIVE SUMMARY
Long-Term Incentive Awards
Each year we grant our NEOs long-term incentive awards, that have historically consisted of equity-based grants. The Compensation Committee determines the amount of these awards, as well as the mix of equity vehicles. The objectives of our long-term incentive plan are to: (i) create significant alignment between the interests of our NEOs and our stockholders; (ii) attract and retain the services of critical talent; and (iii) focus our executives on our operational and financial success.
2025 Performance Share Unit Certification
On May 1, 2025, the Compensation Committee certified performance share units of the 2022 PSUs. WTW presented the Committee with their findings of Company achievement of an annualized TSR of 23% and a relative TSR at the 95.8 th percentile of the peer group. The Committee determined that based upon the 2022 PSUs performance results that the 2022 PSUs would be paid out at 200% of the target amount.
The performance-based restricted stock units vest after a three-year performance period, based on the Company’s achievement of relative TSR as compared to a peer group of companies and absolute TSR, in each case, as described in the chart below.
| Relative TSR | |||||
|---|---|---|---|---|---|
| > 75th percentile of the PeerCompanies · 50th percentile –< 75th percentileof the PeerCompanies · 25th percentile –< 50th percentileof the PeerCompanies · < 25th percentile of the PeerCompanies | |||||
| AnnualizedCompanyTSR | < 5.0% | 0% | 0% | 0% | 0% |
| > 5.0% – 7.5% | 50% | 25% | 0% | 0% | |
| > 7.5% – 10.0% | 125% | 100% | 75% | 50% | |
| > 10.0% – 15.0% | 150% | 125% | 100% | 75% | |
| > 15.0% – 20.0% | 175% | 150% | 125% | 100% | |
| > 20.0% | 200% | 175% | 150% | 125% | |
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