UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

Filed by the Registrant  ☑

Filed by a party other than the Registrant  ☐

Check the appropriate box:

2019 PROXY STATEMENT

Notice of 2019 Annual Meeting of Stockholders

To be Held on May 1, 2019

WHITING PETROLEUM CORPORATION

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held May 1, 2019

Dear Stockholders:

The annual meeting of stockholders of Whiting Petroleum Corporation will be held on Wednesday, May 1, 2019, at 10:00 a.m., Mountain Time, in the 1700 Club, located on the lower level of the Wells Fargo Center at 1700 Lincoln Street, Denver, Colorado 80203, for the following purposes:

The close of business on March 7, 2019 has been fixed as the record date for the determination of stockholders entitled to notice of, and to vote at, the annual meeting and any adjournment or postponement thereof.

Your vote is important no matter how large or small your holdings may be. To assure your representation at the annual meeting, please vote your shares over the Internet or via the toll-free telephone number as instructed in the Notice of Internet Availability of Proxy Materials. You also may request a printed proxy card to submit your vote by mail. For more details, see “How do I vote?” under “Questions and Answers About the Annual Meeting and Voting” in the accompanying proxy statement.

Denver, Colorado

March 19, 2019

PROXY STATEMENT

TABLE OF CONTENTS

WHITING PETROLEUM CORPORATION

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS

May 1, 2019

We are furnishing you this proxy statement in connection with the solicitation of proxies by our Board of Directors (the “Board”) to be voted at the 2019 Annual Meeting of Stockholders (the “Annual Meeting”) of Whiting Petroleum Corporation. The Annual Meeting will be held on Wednesday, May 1, 2019 at 10:00 a.m., Mountain Time, in the 1700 Club, located on the lower level of the Wells Fargo Center at 1700 Lincoln Street, Denver, Colorado 80203. The proxy materials, including this proxy statement, proxy card or voting instructions and our 2018 annual report, are being distributed and made available on or about March 19, 2019.

Your vote is important and we encourage you to vote even if you are unable to attend the Annual Meeting. You may vote your shares over the Internet or via the toll-free telephone number as instructed in the Notice of Internet Availability of Proxy Materials, or, if you received or request a paper copy of the proxy card, by signing and returning it in the postage paid envelope provided for your convenience. You may also attend and vote at the Annual Meeting.

AGENDA AND VOTING RECOMMENDATIONS

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CORPORATE GOVERNANCE

Our Commitment to Corporate Governance and Stockholder Engagement

We seek to maintain and enhance our corporate governance practices by refining such practices to align with evolving practices, issues raised by our stockholders and otherwise as circumstances warrant. Our corporate governance is overseen by our Board, all of the members of which are independent other than our chief executive officer. The independent members of our Board annually elect a lead director, who is an independent director. We have formalized the role of the lead director and have set forth the duties of the lead director in our Corporate Governance Guidelines as described below under “Board Leadership Structure; Lead Director.” Our by-laws include proxy access provisions pursuant to which stockholders meeting specified threshold may nominate and include in our proxy materials director nominees in accordance with our by-laws as described below under “Selection of Director Candidates.”

We also place great value on stockholder outreach and engage regularly with our investors to gain insights into the corporate governance issues about which they care most. Our chairman, president and chief executive officer, Bradley J. Holly, met with several of our larger stockholders over the course of 2018. We aim to seek a collaborative and mutually beneficial approach to issues of importance to investors that affect our business and also to help ensure we maintain appropriate corporate governance practices. During 2018, we met with 27 of our larger stockholders representing approximately 48% of the outstanding common stock of our company. We also attended, made presentations and engaged with our stockholders at fourteen investor conferences throughout 2018.

Values and Sustainability

During 2018, under the leadership of Mr. Holly, we engaged in a plan to improve our culture, empower our people, engage our communities and ensure our success, which, among other things, resulted in the development of the following statement of our values:

We recognized that building an enduring company must include the integration of sustainability planning and reporting as a key component of our strategy. In 2016, we began the integration of sustainability planning and reporting by posting initial sustainability disclosures on our website, www.whiting.com. In 2017, we completed a materiality assessment to identify the sustainability topics that are relevant and applicable to our business. We studied industry peers and external stakeholder groups to identify and prioritize new and emerging issues important to our employees and stakeholders in anticipation of the enhancement of our website reporting. Periodically, we plan to reassess our list of material issues based on Environmental, Social and Governance (ESG) reporting ratings and trends, sustainability reporting and framework, shareholder engagement and other sources to validate our material issues and content for this reporting.

In 2018, we contracted with Ernst & Young LLP to develop a more robust website reporting program. Our enhanced sustainability reporting takes the following frameworks into consideration when developing and identifying metrics included in these disclosures:

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In this website sustainability reporting, we describe our strategy and performance regarding material economic, environmental and social issues for calendar year 2017. When conducting our internal review of performance data for this reporting, we built upon our typical review process and initiated a more detailed investigation of the performance data. Based on this analysis, we revised many of the historical environmental values stated in prior sustainability reports to improve the quality of our data set. We are committed to updating the performance data in a timely manner and to continuously reviewing enhancements to our overall sustainability reporting.

Proposal 1 – Election of Directors

Our certificate of incorporation and by-laws currently provide that our directors are divided into three classes, with staggered terms of three years each. At the Annual Meeting, the stockholders will elect three directors to hold office until the 2022 annual meeting of stockholders and until their successors are duly elected and qualified.

The Board has no reason to believe that the listed nominees will be unable or unwilling to serve as directors if elected. However, in the event that any nominee should be unable to serve or for good cause will not serve, the shares represented by proxies received will be voted for another nominee selected by the Board.

The following sets forth certain information, as of March 7, 2019, about the Board’s nominees for election at the Annual Meeting and each director whose term will continue after the Annual Meeting, including an account of their specific business experience; the names of publicly held and certain other corporations of which they also are, or have been within the past five years, directors; and a discussion of their specific experience, qualifications, attributes or skills that led to the conclusion that they should serve as directors.

Nominees for Election at the Annual Meeting

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The Board recommends the foregoing nominees for election as directors for terms expiring at the 2022 Annual Meeting and urges each stockholder to vote FOR such nominees.

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Directors Continuing in Office

Terms Expiring at the 2020 Annual Meeting

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Terms Expiring at the 2021 Annual Meeting

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Governance Information

Corporate Governance Documents

The Board has adopted and regularly reviews and, if appropriate, revises our Corporate Governance Guidelines and written charters for our Audit Committee, Compensation Committee and Nominating and Governance Committee. The Board has also adopted the Whiting Petroleum Corporation Code of Business Conduct and Ethics that applies to our directors and employees. Each of our directors and employees annually confirms in writing that he or she has reviewed and will fully comply with the Code of Business Conduct and Ethics.

Copies of each of these documents are available on our website at www.whiting.com. We are not including the information contained on our website as part of, or incorporating it by reference into, this proxy statement.

Independence of Directors

Of the seven directors currently serving on the Board, the Board has determined that each of Messrs. Aller, Catlin, Doty, Hahne and Walen and Ms. Knickel has no material relationship with us and is independent under New York Stock Exchange (“NYSE”) listing standards. The Board has established categorical standards within our Corporate Governance Guidelines to assist in making determinations of director independence. In making its determination of independence, the Board found that each of Messrs. Aller, Catlin, Doty, Hahne and Walen and Ms. Knickel met these standards. The Board also considered the fact that Mr. Catlin was the Executive Vice President of Business Development of Kodiak until we acquired Kodiak in 2014. Due to Mr. Catlin having no prior relationships with our company or our senior management other than in connection with us acquiring Kodiak and Mr. Catlin joining the Board as a result of the Kodiak merger agreement negotiations at a time when we and Kodiak were independent entities, the Board determined that Mr. Catlin’s former officer position with Kodiak did not impede his exercise of independent judgment.

Transactions with Related Persons

We had no transactions during 2018, and none are currently proposed, in which we were a participant and in which any related person had a direct or indirect material interest. Our Board has adopted written policies and procedures regarding related person transactions. For purposes of these policies and procedures:

Each of our executive officers, directors or nominees for director is required to disclose to the Nominating and Governance Committee certain information relating to related person transactions for review, approval or ratification by the Nominating and Governance Committee. Disclosure to the Nominating and Governance Committee should occur before, if possible, or as soon as practicable after the related person transaction is effected, but in any event as soon as practicable after the executive officer, director or nominee for director becomes aware of the related person transaction. The Nominating and Governance Committee’s decision whether or not to approve or ratify a related person transaction is to be made in light of the Nominating and Governance Committee’s determination that consummation of the transaction is not or was not contrary to our best interests. Any related person transaction must be disclosed to the full Board.

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Meetings and Attendance

The Board held six meetings in 2018. No director attended less than 90% of the total number of Board and committee meetings during the period on which they served on the Board or such committees. Directors are expected to attend our annual meeting of stockholders each year and all of our directors serving at the time attended our 2018 annual meeting of stockholders.

Selection of Director Candidates

In identifying and evaluating nominees for director, the Nominating and Governance Committee seeks to ensure that the Board possesses, in the aggregate, the strategic, managerial and financial skills and experience necessary to fulfill its duties and to achieve its objectives, and seeks to ensure that the Board is comprised of directors who have broad and diverse backgrounds, possessing knowledge in areas that are of importance to us. The Nominating and Governance Committee is guided by the Criteria for Director Nominees in our Corporate Governance Guidelines, which provide:

The Nominating and Governance Committee will consider persons recommended by stockholders to become nominees for election as directors in accordance with the foregoing and other criteria set forth in our Corporate Governance Guidelines and Nominating and Governance Committee Charter. Recommendations for consideration by the Nominating and Governance Committee should be sent to our Corporate Secretary in writing together with appropriate biographical information concerning each proposed nominee.

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Our by-laws include a proxy access provision pursuant to which a stockholder, or group of up to 25 stockholders, owning continuously for at least three years shares of our stock representing an aggregate of at least 3% of our outstanding shares may nominate and include in our proxy materials director nominees constituting up to 25% of our Board. Alternatively, a stockholder may nominate director nominees under our by-laws that the stockholder does not intend to have included in our proxy materials. In either case, such stockholders must comply with the procedures set forth in our by-laws, including that the stockholders and nominees satisfy the requirements in our by-laws and our Corporate Secretary receives timely written notice, in proper form, of the intent to make a nomination at an annual meeting of stockholders. The detailed requirements for nominations are set forth in our by-laws, which were attached as an exhibit to our Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on October 26, 2017. Additional requirements regarding stockholder proposals and director nominations, including the dates by which notices must be received, are described below under the heading “Stockholder Proposals.”

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Director Qualifications

As prescribed in our Corporate Governance Guidelines described above in “Selection of Director Candidates”, the Board recognizes that diversity and depth of experience, education, professional expertise, perspective, gender and age are important considerations in determining Board composition. A skill set chart follows that identifies this diversity of expertise, experience and characteristics that the Board believes contribute to an effective and well-functioning board.

Board Leadership Structure; Lead Director

The position of chairman of the board and chief executive officer is held by Mr. Holly. We believe this combined leadership structure is appropriate for our company because our chairman of the board and chief executive officer (i) conveys a singular, cohesive message to our stockholders, employees, industry partners and the investment community, (ii) eliminates any ambiguity as to who is accountable for company performance and (iii) exhibits strong experience in successfully leading our company. Our directors and management team engage frequently and directly in the flow of information and ideas and we believe our combined leadership structure facilitates the quality, quantity and timeliness of the information flow and communication.

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Our Corporate Governance Guidelines provide that if the chairman of the board is not an independent director, the independent members of the Board will elect a lead director, who will be an independent director. The independent members of the Board have elected Mr. Hahne as our lead director. Our Corporate Governance Guidelines also provide that the lead director will have the following duties in addition to such other duties as the Board may establish from time to time:

The lead director also presides over each executive session of the non-management directors at Board meetings.

Role of the Board in Risk Oversight

One of the responsibilities of our Board is to review and evaluate the process in place to assess the major risks facing our company and periodically review management’s assessment of the major risks as well as options for their mitigation. Our Board leadership structure and our practice of a high degree of interaction between our directors and members of senior management facilitates this oversight function. The information flow and communication between our Board and senior management regarding long-term strategic planning and short term operational reporting includes matters of material risk inherent in our business of exploration for and production of oil and gas. Our Audit Committee, among other duties, is charged with overseeing significant financial risk exposures and the steps management has taken to monitor, control and report such exposures and has compliance oversight responsibilities. Our Compensation Committee reviews risks related to our compensation programs and works to structure such programs in a manner to deter excessive risk taking. Our Nominating and Governance Committee oversees sustainability matters, including environmental, health, safety and social issues. Our Board periodically reviews cybersecurity risks and mitigation efforts with our senior management and information technology staff.

Communication with Directors; Stockholder Engagement

Stockholders and other interested parties may communicate with the full Board, non-management directors as a group or individual directors, including the lead director, by submitting such communications in writing to our Corporate Secretary at Whiting Petroleum Corporation, c/o the Board of Directors (or, at the stockholder’s option, c/o a specific director or directors), 1700 Broadway, Suite 2300, Denver, Colorado 80290. Such communications will be delivered directly to the Board.

The chairman of the board serves as the Board’s liaison for consultation and direct communication with stockholders with the lead director available for consultation and direct communication with major stockholders upon request. Individual directors may, from time to time, meet or otherwise communicate with stockholders, but it is expected that directors would do this with the knowledge of the chairman of the board and the lead director and, in most instances, at the request of management.

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Board Committee Information

The Board has standing Audit, Compensation and Nominating and Governance Committees. The Board has adopted a formal written charter for each of these committees that is available on our website at www.whiting.com.

The table below provides the current composition of each standing committee of our Board:

Audit Committee

The Audit Committee’s primary duties and responsibilities are to assist the Board in monitoring the integrity of our financial statements, the independent registered public accounting firm’s qualifications and independence, the performance of our internal audit function and independent registered public accounting firm and our compliance with legal and regulatory requirements. The Audit Committee is directly responsible for the appointment, retention, compensation, evaluation and termination of our independent registered public accounting firm and has the sole authority to approve all audit and permitted non-audit engagement fees and terms. The Audit Committee is presently comprised of Messrs. Doty (Chairperson), Aller and Hahne and Ms. Knickel, each of whom is an independent director under NYSE listing standards and SEC rules applicable to audit committee members. The Board has determined that Mr.  Doty qualifies as an “audit committee financial expert” as defined by SEC rules.

Compensation Committee

The Compensation Committee discharges the responsibilities of the Board with respect to our compensation programs and compensation of our executives and directors. The Compensation Committee has overall responsibility for determining the compensation of our chief executive officer, approving the compensation of our executive officers and reviewing director compensation. The Compensation Committee is also charged with administration of our Equity Incentive Plan. The Compensation Committee is presently comprised of Messrs. Aller (Chairperson) and Walen and Ms. Knickel, each of whom is an independent director under NYSE listing standards and a non-employee director for purposes of Rule 16b-3 under the Exchange Act. Additional information regarding the Compensation Committee and our processes and procedures for executive compensation, including, among other matters, our use of compensation consultants and the role of our executive officers in determining compensation, is provided below under “Executive Compensation – Compensation Discussion and Analysis”.

Nominating and Governance Committee

The principal functions of the Nominating and Governance Committee are to identify individuals qualified to become directors and recommend to the Board nominees for all directorships, identify directors qualified to serve on Board committees and recommend to the Board members for each committee, develop and recommend to the Board a set of corporate governance guidelines and

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otherwise take a leadership role in shaping our corporate governance. The Nominating and Governance Committee is also charged with administering our policies and procedures regarding any transactions with related persons. The Nominating and Governance Committee is presently comprised of Messrs. Walen (Chairperson), Doty and Hahne, each of whom is an independent director under NYSE listing standards.

Director Compensation

We use a combination of cash and equity incentive compensation to attract and retain qualified and experienced candidates to serve on the Board. In setting this compensation, our Compensation Committee considers the significant amount of time and energy expended and the skill-level required by our directors in fulfilling their duties. Our Compensation Committee grants restricted stock to our non-employee directors annually on the first of the month following the annual meeting of stockholders to align the grants with directors’ terms of office. The shares of restricted stock granted vest 100% on the first anniversary of the grant date. All grants of shares of restricted stock become fully vested upon a change in control of our company. We also reimburse expenses incurred by our non-employee directors to attend Board and Board committee meetings and to attend continuing education seminars, conferences and classes. Directors who are our employees receive no compensation for service as members of either the Board or Board committees. For 2018, non-employee directors were compensated pursuant to the schedule as follows:

In addition, we make medical and dental coverage available to directors and their spouses, but directors who elect to receive such coverage are charged a premium that is equal to the COBRA rates associated with our insurance plan. As such, we consider the ability to participate in this coverage to be non-compensatory.

The following table reports compensation earned by or paid to our non-employee directors during 2018:

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Effective January 1, 2019, our Board approved an increase in the annual cash retainer for each non-employee director from $65,000 to $75,000 and an increase in the annual value of the restricted stock grant for each director from $157,500 to $180,000. These changes were approved upon the recommendation of our Compensation Committee after consultation with their independent compensation consultant in order to align the director cash retainer and equity participation in proximity to the market 50^th percentile.

Stock Ownership Guidelines

Our Board has adopted stock ownership guidelines to further align the interests of our directors with the interests of our stockholders and to promote our commitment to sound corporate governance. Non-employee directors are required to hold shares of our common stock with a value equal to four times the amount of the annual cash retainer paid for service on the Board (excluding additional committee and lead director retainers, if any). Non-employee directors are required to achieve the applicable level of ownership within five years of the date the person first became a non-employee director. Shares that count towards satisfaction of the guidelines include: (i) shares owned outright by the director, (ii) shares held in trust for the benefit of the director and (iii) unvested (time-based vesting) shares of restricted stock. Unexercised stock options and/or unvested equity awards (performance-based vesting) do not count towards satisfaction of the guidelines. The value of a share will be measured on January 1 of each year as the average month end closing price for the 12 months preceding the date of calculation. Non-employee directors are required to hold 100% of the shares vested or acquired under equity awards granted by us until the ownership guidelines are satisfied. As of December 31, 2018, all of the non-employee directors owned a sufficient number of shares of our common stock to satisfy the guidelines.

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COMMON STOCK OWNERSHIP

Directors and Executive Officers

The following table sets forth information regarding the beneficial ownership of our common stock as of March 7, 2019 by: (i) each director and nominee, (ii) each of the named executive officers in the Summary Compensation Table set forth below, and (iii) all of the directors, nominees and executive officers as a group. Each of the holders listed below has sole voting and investment power over the shares beneficially owned. None of the holders listed below have pledged as security any of the shares beneficially owned.

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Certain Beneficial Owners

The following table lists the beneficial ownership of each person holding more than 5% of our outstanding common stock as of December 31, 2018 (based on a review of filings made with the SEC on Schedules 13D and 13G).

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires our directors and executive officers to file reports concerning their ownership of our equity securities with the SEC and us. Based solely upon information provided to us by individual directors and executive officers, we believe that, during the fiscal year ended December 31, 2018, all of our directors and executive officers timely complied with the Section 16(a) filing requirements.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Our Compensation and Governance Practices

We have dedicated significant efforts to ensuring our executive compensation program is appropriate and rewards executives for their performance in building long term value for the stockholders. The overall objective of our executive compensation program is to maintain a strong pay-for-performance culture in order to attract, retain and motivate the key leaders who serve our company and our stockholders. Our compensation programs are designed to also reflect appropriate governance practices aligned with the needs of our business. Below is a summary of compensation practices we have adopted and a list of problematic pay practices that we avoid.

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Our Named Executive Officers for 2018

We are providing compensation information for the following executive officers:

Our Executive Compensation Program for 2018

The features of our 2018 executive compensation program were as follows:

2018 Say on Pay Vote

In May 2018, we held our annual advisory vote on the compensation of our named executive officers (our “say on pay vote”) at our annual meeting of stockholders. In alignment with the recommendation of our Board, our stockholders approved the compensation of our named executive officers with more than 85.5% of votes cast in favor. As a result of this vote of stockholder approval, we did not make any material changes to our executive compensation programs in response to the outcome of the vote. During 2018, we met with 27 of our larger stockholders representing approximately 48% of the outstanding common stock of our company. We also attended, made presentations and engaged with our stockholders at fourteen investor conferences throughout 2018.

2018 Business Highlights

During 2018, we achieved the following operating and financial results:

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Objectives of Executive Compensation Program

The overall objective of our executive compensation program is to maintain a strong pay-for-performance culture in order to attract, retain and motivate the key leaders who serve our company and our stockholders. We have designed our executive compensation program to provide rewards for individual performance and corporate results and to encourage an ownership mentality among our executives and other key employees.

We recognize the importance of maintaining sound principles for the development and administration of our executive compensation program. Our compensation program is designed to advance the following core principles:

Elements of Compensation/Why We Chose Each/How Each Relates to Objectives

The Compensation Committee focuses on the total direct compensation of the named executive officers, but also approves the amounts of all individual components of total direct compensation, including short-term incentive and long-term incentive equity awards for all named executive officers consistent with its responsibility for oversight of the Equity Incentive Plan. The principal elements of compensation for our named executive officers are:

These elements of compensation for 2018 are weighted toward performance and at risk as depicted below.

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In assessing total direct compensation, our objective is to be competitive with industry compensation while considering individual and company performance. Peer group and industry survey data provided by our compensation consultant is considered in setting and evaluating compensation, but since the data is usually not current, it is not the only consideration. The Compensation Committee’s objective is that total executive compensation be competitive with peer group compensation for like positions if company and individual performance meet predetermined standards.

The companies comprising our peer group are identified below under “Peer Group for 2018 Compensation.” All references to “peer groups” in this “Compensation Discussion and Analysis” are to these companies.

Base Salaries

We maintain base salaries for our executive officers to recognize their qualifications, experience and responsibilities as well as their unique value and historical contributions. The Compensation Committee reviews, evaluates and sets the base salaries for the named executive officers. Base salaries continue to be important in attracting and retaining executive officers and other employees and in motivating them to aspire to and accept enlarged responsibilities and opportunities for advancement. We do not consider base salaries part of executives’ performance-based compensation because the amounts of the salaries are fixed. In setting the amount of individual executive officers’ base salaries, other than the chief executive officer, the Compensation Committee considers the individuals’ performance as measured by the chief executive officer. In setting the chief executive officer’s base salary, the Compensation Committee assesses the chief executive officer’s performance.

Short-Term Incentives

Our short-term incentive plan provides the opportunity for annual cash bonus payments to our named executive officers and other key employees. The short-term incentive plan is generally structured to deliver cash payouts in line with market competitive multiples of base salary when performance targets are achieved or exceeded. The Compensation Committee will annually establish the terms of any awards under our short-term incentive plan including the financial performance metrics and goals for each award.

Long-Term Incentives – Equity Incentive Plan

Our Equity Incentive Plan provides long-term equity-based incentive compensation to our directors, named executive officers and other key employees. Although the Equity Incentive Plan provides for the grant of several forms of equity-based awards, including restricted stock, performance share awards, stock options and stock appreciation rights, since 2013 we have limited our awards to restricted stock with time-based vesting and performance share awards with vesting based on the achievement of specified stock performance metrics. Our Compensation Committee formulates our restricted stock and performance share awards on an annual basis in conjunction with other compensation decisions at its January meeting. In January 2019, the Compensation Committee granted restricted stock units and performance share units instead of restricted stock and performance shares, but kept the same vesting terms for such grants.

The Compensation Committee intends to provide long-term incentive awards to our executive officers with a benefit that increases only when the value of our shares of common stock increases, thereby aligning the executive officers’ interests with increasing stockholder value. The Compensation Committee has determined to make grants consisting 50% of performance shares or performance share units with vesting based on a relative total shareholder return compared to our peer group and 50% of

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time vesting restricted stock or restricted stock units. The Compensation Committee believes this balance will provide competitive awards that will aid us in attracting, motivating and retaining key talent.

401(k) Plan

We maintain a 401(k) retirement savings plan for all salaried employees including our executive officers. The company provides a matching contribution to the 401(k) plan in the amount of 100% of the first 7.5% (8% effective January 1, 2019) of compensation contributed by our participating employees including our executive officers up to the maximum pre-tax contributions allowed by the Internal Revenue Service. These matching contributions vest to participants in equal increments over the first five years of employment.

Other Benefits

We provide all employees on an equal basis with medical, dental, vision, life and disability insurance coverage. We also provide customary vacation and paid holidays to all employees, including the named executive officers. We do not provide perquisites to our named executive officers that are not available to all our employees.

How We Chose Amounts for Each Element

Our Compensation Committee monitors our executive compensation elements, both individually and collectively, based primarily on judgments as to what is appropriate under our circumstances as well as individual circumstances. We believe that awards to our executive officers under our Equity Incentive Plan should be aligned with the interests of our stockholders and we therefore have sought to structure the awards to reward performance. Compensation of executives in similar positions to our executive officers in our peer group of companies is reviewed and considered by the Compensation Committee. We allocate a significant percentage of total direct compensation to incentives in support of the core principles mentioned above. There is no pre-established policy or target for allocation between cash and non-cash or between short-term and long-term incentive compensation.

During the process of establishing compensation for 2018, Longnecker provided the Compensation Committee an analysis of each named executive officer’s total compensation and individual compensation components compared to the 25^th, 50^th and 75^th percentile of peer group compensation with the goal to target our named executive officers’ total compensation around the 50^th percentile with short term and long term incentive programs that provide the opportunity to be paid above that level based on performance.

2018 Base Salaries

Our Compensation Committee considers executive officer base salary levels annually as part of our performance appraisal process and establishes new salary levels effective as of the first of each year for Mr. Holly, our chief executive officer, and the other named executive officers. Based on market analysis and recommendations from Longnecker, the Committee believes that base salaries for executive officers should be targeted at the market 50^th percentile of our peer group, with consideration being given to job responsibilities, the officer’s experience and performance. In establishing executive officer base salaries, the Compensation Committee considers, in addition to the performance and other factors discussed previously, the following:

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The Compensation Committee reviewed the factors listed above as well as market analysis and recommendations from Longnecker. The determination was made to adjust certain base salaries to reflect the market. The Compensation Committee maintained Mr. Holly’s base salary for 2018 at $765,000 (which was his salary set at market upon the recommendation of Longnecker at the time he joined us on November 1, 2017). The 2018 base salaries and increases from 2017 base salaries, where applicable, are as follows:

2018 Short-Term Incentive Awards

For 2018, the Compensation Committee decided to add an element of capital efficiency to the schedule of short-term incentive plan metrics, i.e., a drilling program rate of return calculation. The following 2018 performance metrics were established and weighted as noted to measure corporate and executive officer performance for purposes of the short-term incentive plan:

For each performance metric under the short-term incentive plan that is formulaic in nature, the Compensation Committee establishes goals at three levels: threshold, target and maximum. Target represents a challenging but achievable level of performance. Maximum represents an extraordinary level of performance that will substantially increase shareholder value. Threshold is the minimum level of performance under the short-term incentive plan, established so that smaller awards will be earned for satisfactory performance short of target.

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For 2018, the Compensation Committee, after reviewing our 2018 capital budget and projected reserve report (adjusted for estimated production, acquisitions, divestments, extensions, discoveries, expiring proved undeveloped drilling locations and commodity price and other revisions), determined the following attainment goals for each performance metric:

Regarding Strategic Goals, the Compensation Committee reviews the following when determining payout levels: strategic acquisitions and divestitures, capital expenditures within discretionary cash flow, improvement in balance sheet strength and debt metrics and actions to improve long term shareholder value. After engagement with one of our largest stockholders, we added the strategic use of cash flow in excess of capital expenditure to our Strategic Goals. In analyzing the Safety metric, the Compensation Committee includes a comparison of our recordable and reportable incident rates with our peer group companies and an industry index.

The Compensation Committee established target awards for our short-term incentive plan as a percentage of the executive officer’s annual base salary in effect at the end of the plan year. In doing so, the Compensation Committee reviewed peer group information to determine that the bonus opportunity was set at levels comparable to peer group companies. Potential payouts of the awards are dependent upon the annual determination by the Compensation Committee of the level of attainment of the short-term incentive plan metrics. The level of attainment is set as a fixed percentage which is multiplied by each officer’s target. The chart below displays the short-term incentive plan target percentage of base salary for each of the named executive officers that the Compensation Committee established for 2018 based on a market analysis conducted by Longnecker.

The Compensation Committee reviewed the short-term incentive metrics and made the following determinations:

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In summary, the Compensation Committee determined that the achievements of short-term incentive metrics warranted an award of 125.0% of target.

Changes to 2019 Short-Term Incentive Metrics

For 2019, the Compensation Committee decided to place greater emphasis on drilling returns and established the following performance metrics and relative weighting:

2018 Long-Term Incentive – Restricted Stock Awards and Performance Share Awards

The Compensation Committee believes that equity ownership is an important element of compensation to the named executive officers and other members of our management team, and believes that over time more of executive compensation should be equity-based rather than cash-based so as to better align executive compensation with stockholder return. Consistent with this belief, we have systematically increased the named executive officers’ stock awards and ownership in our common stock.

As it considered long-term incentive grants in January 2018, the Compensation Committee reviewed industry conditions, company stock price performance, previous year grant value,

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Longnecker analysis of market data at the 25^th, 50^th and 75^th percentile of peer group long-term incentive grants as well as total compensation. The aggregate grants to the named executive officers were targeted at around the 50^th percentile. These 2018 long-term incentive grants were comprised 50% of performance share awards and the remaining 50% in the form of time-based vesting shares of restricted stock. Actual company performance over the next three years would dictate the ultimate value of these grants, particularly with respect to the performance share awards.

Performance Share Awards – The number of performance shares to be awarded to each named executive officer was determined by dividing 50% of the target long-term incentive award amount by the grant-date closing share price (with no Monte Carlo probability adjustments). The performance share awards have a three-year performance period comprised of three distinct earning periods of one, two and three years with cliff vesting of all earned awards at the end of the third year. The award payout level is determined based on our total shareholder return (“TSR”) for each such earning period relative to the corresponding TSR of each member of our compensation peer group. To the extent all or a portion of the awards are not earned at the end of the three years, the portion of the awards not earned will be forfeited. Holders of performance shares do not receive dividends, if any, until the underlying shares are earned and delivered to them. The schedule below displays the performance ranking and corresponding earned percentage of the executive officer’s performance target. Potential payouts of the awards are designed to range from 0% to 200% of the performance share target based on the TSR performance ranking, as displayed by the following.

In January 2018, the Compensation Committee made the following grants of performance share awards with target levels of shares of common stock:

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Time-Based Vesting Restricted Stock Awards – In January 2018, the other 50% of the target long-term incentive award was granted in the form of shares of time-based vesting restricted stock which vest in equal annual installments over a period of three years. The Compensation Committee made the following grants of time-based shares of restricted stock:

Chief Executive Officer Compensation Factors

Additional factors considered in establishing the base salary for, and restricted stock awards granted to, our chief executive officer in amounts greater than the other named executive officers included:

Mr. Holly is paid at a level of approximately two times the level of each of our other named executive officers. These higher levels of compensation in each of our elements of executive compensation reflect higher levels of overall responsibility for the combined activities of our company compared to the other members of the executive team.

During the process of establishing compensation for 2018, Longnecker provided data to the Compensation Committee reflecting Mr. Holly’s total compensation and individual compensation components compared to the 25^th, 50^th and 75^th percentile of peer group compensation with the goal to target Mr. Holly’s total annualized compensation at the 50^th percentile.

CEO Realized Pay

Consistent with our pay for performance philosophy, a significant percentage of our chief executive officer’s total compensation is at risk and based upon our stock price performance, including absolute and relative to our peer group. The value actually received by the chief executive officer can differ substantially from the grant date values required to be reported in the Summary Compensation Table and related proxy tables. The table below illustrates the actual differences between the total compensation reported in the Summary Compensation Table for 2018 and the actual pay realized by Mr. Holly, our chief executive officer, during 2018. The chart compares each direct compensation element comprised of Salary, Non-Equity Incentive Plan Compensation and Stock Awards (performance shares and restricted stock). The reported

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pay row in the table depicts the data reported in the Summary Compensation Table and related proxy tables, while the realized pay column depicts the actual value received (or vested) by Mr. Holly in 2018. The calculation for realized pay for purposes of this table is more fully described and calculated below.

The following table illustrates the calculations used to determine the differences between the amount reported in the Summary Compensation Table for 2018 and the amount actually realized, or received, by Mr. Holly in 2018 for each of the following direct compensation elements: Salary, Non-Equity Incentive Plan Compensation and Stock Awards (performance shares and restricted stock):

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Role of Our Compensation Committee, Named Executive Officers and Compensation Consultant

Compensation Committee

Our Compensation Committee, which has overall responsibility for executive compensation, monitors our director and executive officer compensation and benefit plans, policies and programs to insure that they are consistent with our compensation philosophy and corporate governance guidelines. The Compensation Committee determines annual short-term incentive cash awards and long-term incentive equity awards to our named executive officers. Our Compensation Committee also considers a risk analysis in respect of our compensation programs each year and believes that the overall compensation program is designed in such a way as to deter excessive risk taking, to encourage our executives to focus on the long-term success of the company and to align the interests of our executives with those of our stockholders.

To help ensure that our executive compensation program is competitive and is consistent with our compensation philosophy and corporate governance guidelines and that our plan awards provide rewards for accomplishment, not for expectation, our Compensation Committee does the following:

The members of the Compensation Committee also communicate frequently with each other informally between meetings.

Chief Executive Officer

Typically, our chief executive officer makes compensation recommendations to the Compensation Committee with respect to the named executive officers that report to him. Such officers are not present at the time of these deliberations. The Compensation Committee determines the compensation

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of our chief executive officer with limited input from him and he is not present at the time of that deliberation. The Compensation Committee, in its discretion, may accept, modify or reject any such recommendations.

Compensation Consultant

During 2018, the Compensation Committee directly engaged Longnecker to advise it with respect to executive officer compensation. Specifically, Longnecker provided the Compensation Committee with an executive compensation review including information comparing its benchmarking of compensation for our named executive officers to that of our peer companies and other compensation surveys. Prior to Longnecker’s engagement for 2018, the Committee reviewed the independence of Longnecker and the individual representatives of Longnecker who served as the Compensation Committee’s consultant, considering the following specific factors: (i) other services provided to us by Longnecker; (ii) fees paid by us to Longnecker as a percentage of Longnecker’s total revenue; (iii) policies and procedures maintained by Longnecker that are designed to prevent a conflict of interest; (iv) any business or personal relationships between the individual representatives of Longnecker who advised the Compensation Committee and any member of the Compensation Committee; (v) any shares of company common stock owned by the individual representatives; and (vi) any business or personal relationships between our executive officers and Longnecker or the individual representatives. For the year ended December 31, 2018, we paid Longnecker $98,447 for executive compensation consulting for the Compensation Committee. Longnecker provided no other services to our company. The Compensation Committee concluded, based on the evaluation described above, that the services performed by Longnecker did not raise a conflict of interest or impair Longnecker’s ability to provide independent advice to the Compensation Committee regarding executive compensation matters. The Compensation Committee’s conclusion was based on the fact that Longnecker provided no other services to us, the small percentage of Longnecker’s revenues represented by the fees paid by us and the absence of any conflicting relationships between the individual representatives of Longnecker who provided advice to the Compensation Committee or Longnecker, on the one hand, and members of the Compensation Committee or our executive officers, on the other.

Peer Group for 2018 Compensation

Although the Compensation Committee uses survey and peer group compensation information in monitoring compensation, the Compensation Committee recognizes that available data is not current at the time it makes compensation decisions. For example, restricted stock awards for 2018 were granted in January 2018. At that time, survey and peer company information was available only for 2017.

In October 2017, the Compensation Committee requested that Longnecker review and provide recommendations for the compensation peer group to be used for 2018 compensation decisions. Based upon such recommendations, the Compensation Committee approved the following companies for our compensation peer group in 2018: