— PAY VERSUS PERFORMANCE DISCLOSURE

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid to our CEO, who is referred to in the table below as our PEO, and our other named executive officers, who are referred to in the table below as our Non-PEO NEOs, and certain financial performance of the Company. For further information concerning Company’s pay for performance philosophy and how the Company’s aligns executive compensation with the Company’s performance, refer to “Compensation Discussion and Analysis.”

							Value of Initial Fixed $100 Investment Based On:
Year	Summary Compensation Table Total for PEO⁽¹⁾		Compensation Actually Paid to PEO⁽²⁾		Average Summary Compensation Table Total for Non-PEO NEOs⁽³⁾		Average Compensation Actually Paid to Non-PEO NEOs⁽⁴⁾			Total Shareholder Return⁽⁵⁾		Peer Group Total Shareholder Return⁽⁶⁾		Net Income (Loss) (in millions)⁽⁷⁾			Return on Average Capital Employed (“ROACE”)⁽⁸⁾
2022	$	17,152,470	$	19,146,286	$	4,942,355	$	7,154,630		$	166.41	$	201.17	$	4,562			25.6%
2021	$	13,529,128	$	24,998,355	$	5,073,857	$	9,988,565		$	122.81	$	128.00	$	2,276			15.7%
2020	$	10,152,471	$	33,687	$	3,512,243	$	(2,684,214	)	$	54.00	$	63.64	$	(4,672	)		4.5%

(1)

The dollar amounts reported are the amounts of total compensation reported in our Summary Compensation Table.

(2)	The dollar amounts reported represent the amount of “compensation actually paid”, as computed in accordance with SEC rules. The dollar amounts do not reflect the actual amount of compensation earned by or paid during the applicable year. In accordance with SEC rules, the following adjustments were made to total compensation to determine the compensation actually paid:

Year	Reported Summary Compensation Table Total for PEO		Deductions: Reported Value of Equity Awards^(a)		Additions: Equity Award Adjustments^(b)			Compensation Actually Paid to PEO
2022	$	17,152,470	$	13,634,451	$	15,628,267		$	19,146,286
2021	$	13,529,128	$	9,323,289	$	20,792,516		$	24,998,355
2020	$	10,152,471	$	7,306,740	$	(2,812,044	)	$	33,687

	(a)	The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” columns in the Summary Compensation Table for the applicable year.
	(b)	The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:

Year	Year End Fair Value of Current Year Equity Awards that Remain Unvested at Year-End		Change in Fair Value of Equity Awards Granted in Prior Years that are Unvested at Year-End			Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year		Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year			Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year		Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value		Total Equity Award Adjustments
2022	$	7,085,036	$	3,076,336		$	1,274,387	$	2,424,112		$	—	$	1,768,396	$	15,628,267
2021	$	8,725,605	$	9,360,053		$	796,720	$	1,599,271		$	—	$	310,867	$	20,792,516
2020	$	4,150,613	$	(7,029,183	)	$	919,212	$	(1,244,829	)	$	—	$	392,143	$	(2,812,044	)

(3)

The dollar amounts reported represent the average of the amounts reported for our Non-PEO NEOs as a group in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of our Non-PEO NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2022, Mr. Van’t Hof, Ms. Dick, Mr. Wesson and Mr. Zmigrosky; (ii) for 2021, Mr. Van’t Hof, Ms. Dick, Mr. Pantermuehl and Mr. Zmigrosky; and (iii) for 2020, Mr. Van’t Hof, Ms. Dick, Mr. Pantermuehl and Mr. Wesson.

(4)

The dollar amounts reported represent the average amount of “compensation actually paid” to our Non-PEO NEOs, as computed in accordance with SEC rules. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to our Non-PEO NEOs during the applicable year. In accordance with the SEC rules, the following adjustments were made to average total compensation for our Non-PEO NEOs for each year to determine the compensation actually paid, using the same methodology described above in Note 2:

Year	Average Reported Summary Compensation Table Total for Non-PEO NEOs		Deductions: Average Reported Value of Equity Awards		Additions: Average Equity Award Adjustments^(a)			Average Compensation Actually Paid to Non- PEO NEOs
2022	$	4,942,355	$	3,787,458	$	5,999,733		$	7,154,630
2021	$	5,073,857	$	3,706,041	$	8,620,749		$	9,988,565
2020	$	3,512,243	$	2,557,358	$	(3,639,099	)	$	(2,684,214	)

(a)

The amounts deducted or added in calculating the total average equity award adjustments are as follows:

Year	Year End Fair Value of Current Year Equity Awards that Remain Unvested at Year-End		Change in Fair Value of Equity Awards Granted in Prior Years that are Unvested at Year-End			Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year		Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year			Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year		Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value		Total Average Equity Award Adjustments
2022	$	1,968,114	$	1,792,264		$	354,020	$	1,076,240		$	—	$	809,095	$	5,999,733
2021	$	3,468,438	$	3,971,326		$	316,714	$	523,277		$	—	$	340,994	$	8,620,749
2020	$	1,452,709	$	(4,913,332	)	$	321,734	$	(982,699	)	$	—	$	482,489	$	(3,639,099	)

(5)	Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period.
(6)	Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at December 31, 2019. The peer group used for this purpose in 2022 consists of the following companies and indices: APA Corporation, Continental Resources, Inc., Coterra Energy, Inc., Devon Energy Corporation, EOG Resources, Inc., Hess Corporation, Marathon Oil Corporation, Ovintiv Inc. and Pioneer Natural Resources Company. The peer group used for this purpose in 2021 consists of the following companies and indices: APA Corporation, Cimarex Energy Co. (now Coterra Energy, Inc.), Continental Resources, Inc., Devon Energy Corporation, EOG Resources, Inc., Hess Corporation, Marathon Oil Corporation, Ovintiv Inc. and Pioneer Natural Resources Company. The peer group used for this purpose in 2020 consists of the following companies and indices: APA Corporation, Cimarex Energy Co. (now Coterra Energy, Inc.), Continental Resources, Inc. Concho Resources Inc., Devon Energy Corporation, EOG Resources, Inc., Hess Corporation, Marathon Oil Corporation, Noble Energy, Inc., Ovintiv Inc., Parsley Energy, Inc., Pioneer Natural Resources Company, WPX Energy, Inc., XOP, and SPX.
(7)	The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year.
(8)	ROACE (%) is a non-GAAP financial measure. See Schedule A for the definition of this non-GAAP financial measure and its reconciliation to the most directly comparable GAAP measure, and for other important financial information.

Named Executive Officers, Footnote [Text Block]

3)The dollar amounts reported represent the average of the amounts reported for our Non-PEO NEOs as a group in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of our Non-PEO NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2022, Mr. Van’t Hof, Ms. Dick, Mr. Wesson and Mr. Zmigrosky; (ii) for 2021, Mr. Van’t Hof, Ms. Dick, Mr. Pantermuehl and Mr. Zmigrosky; and (iii) for 2020, Mr. Van’t Hof, Ms. Dick, Mr. Pantermuehl and Mr. Wesson.

PEO Total Compensation Amount

^[2]

$ 17,152,470

$ 13,529,128

$ 10,152,471

Adjustment To PEO Compensation, Footnote [Text Block]

(2)	The dollar amounts reported represent the amount of “compensation actually paid”, as computed in accordance with SEC rules. The dollar amounts do not reflect the actual amount of compensation earned by or paid during the applicable year. In accordance with SEC rules, the following adjustments were made to total compensation to determine the compensation actually paid:

Year	Reported Summary Compensation Table Total for PEO		Deductions: Reported Value of Equity Awards^(a)		Additions: Equity Award Adjustments^(b)			Compensation Actually Paid to PEO
2022	$	17,152,470	$	13,634,451	$	15,628,267		$	19,146,286
2021	$	13,529,128	$	9,323,289	$	20,792,516		$	24,998,355
2020	$	10,152,471	$	7,306,740	$	(2,812,044	)	$	33,687

	(a)	The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” columns in the Summary Compensation Table for the applicable year.
	(b)	The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:

Year	Year End Fair Value of Current Year Equity Awards that Remain Unvested at Year-End		Change in Fair Value of Equity Awards Granted in Prior Years that are Unvested at Year-End			Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year		Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year			Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year		Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value		Total Equity Award Adjustments
2022	$	7,085,036	$	3,076,336		$	1,274,387	$	2,424,112		$	—	$	1,768,396	$	15,628,267
2021	$	8,725,605	$	9,360,053		$	796,720	$	1,599,271		$	—	$	310,867	$	20,792,516
2020	$	4,150,613	$	(7,029,183	)	$	919,212	$	(1,244,829	)	$	—	$	392,143	$	(2,812,044	)

Non-PEO NEO Average Compensation Actually Paid Amount

^[5]

$ 7,154,630

9,988,565

(2,684,214)

Compensation Actually Paid vs. Total Shareholder Return [Text Block]

Compensation Actually Paid, Cumulative TSR and Peer Group TSR

PAY VS. PERFORMANCE: TOTAL SHAREHOLDER RETURN

Compensation Actually Paid vs. Company Selected Measure [Text Block]

Compensation Actually Paid and ROACE

PAY VS. PERFORMANCE: ROACE (%)

Tabular List [Table Text Block]

Financial Performance Measure

As described in greater detail in “Compensation – Compensation Discussion and Analysis,” the Company’s executive compensation program reflects a variable pay-for-performance philosophy. The metrics that the Company uses for both our long-term and short-term incentive awards are selected based on an objective of incentivizing our NEOs to increase the value of our enterprise for our stockholders. The most important financial performance measures used by the Company to link executive compensation actually paid to the Company’s NEOs, for the most recently completed fiscal year, to the Company’s performance are as follows:

	•	ROACE
	•	Free Cash Flow Per Share (as defined and reconciled in Schedule A to this proxy statement)
	•	PDP F&D Cost (as defined in “Compensation Discussion and Analysis – Performance-Based Annual Incentive Bonus” above)
	•	Relative Total Stockholder Return (as modified by an absolute TSR modifier) (as discussed in “Compensation Discussion and Analysis—Long-Term Equity Incentive Compensation—2022 Performance-Based and Time-Based Awards”)