CHRD DEF 14A Report ended March 30, 2020

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•	continually advance our subsurface understanding

•	improve our capital efficiency

•	optimize the spacing, stages, perforation clusters and stimulation intensity in our completions

•	increase our ability to monitor our facilities remotely in real time, thereby increasing our ability to optimize production and, at the same time, prevent or quickly respond to potential upsets

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1.	To elect the two nominees named in this Proxy Statement as Class I directors, each for a term of three years. The board recommends voting FOR this proposal. Directors are elected by a plurality of votes cast, and are subject to a Director Resignation Policy, as described in greater detail below .

2.	To ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2020. The board recommends voting FOR this proposal. This proposal needs the approval of a majority of shares present in person or by proxy to pass .

3.

To approve, on an advisory basis, the compensation of our named executive officers (“Named Executive Officers” or “NEOs”) as disclosed in this proxy statement pursuant to Item 402 of Regulation S-K promulgated by the Securities and Exchange Commission (the “SEC”). The board recommends voting FOR this proposal. This proposal needs the approval of a majority of shares present in person or by proxy to pass .

4.	To approve the Third Amendment to the Amended and Restated 2010 Long-Term Incentive Plan (“LTIP”) to increase the maximum number of shares that may be issued under the LTIP . The board recommends voting FOR this proposal. This proposal needs the approval of a majority of shares present in person or by proxy to pass .

5.

To approve an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended (the “Charter”), to effect a one-time reverse stock split (the “Reverse Split Amendment”) of common stock at a ratio of 1 share-for-20 shares up to a ratio of 1 share-for-100 shares, which ratio will be selected by the Company’s Board and set forth in a public announcement, together with a reduction by a corresponding proportion of the number of authorized shares of common stock and preferred stock (the “Reverse Split Proposal”). The board recommends voting FOR this proposal. This proposal needs the approval of 66 2/3% of outstanding shares entitled to vote to pass.

6.	To transact such other business as may properly come before the Annual Meeting.

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•	Generated ~$176 million of E&P free cash flow.

•	Captured over 94% of natural gas produced in 4Q19. This puts us at the top of our peer group for this critically important environmental and financial management capability.

•	Optimized our Williston stages/perforation clusters to improve capital efficiency along with adjusting stimulation intensity and well spacing to optimize value creation per drilling spacing unit.

•	Made significant progress in our Delaware Basin position on securing services, advancing take-away capacity, and increasing sub-surface understanding to allow us to migrate to full field development in 2020.

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•	Expanded our Delaware Basin footprint through the acquisition of ~1,800 highly complementary net acres

•	Divested non-core assets generating ~$42 million of cash proceeds.

•	Brought G&A excluding certain non-cash charges 10% below our February 2019 guidance.

•	Delivered lease-operating expense an average of 7% lower than original projections.

•	Reduced overall E&P debt by $188 million.

•	Obtained strong price realizations across oil, natural gas and natural gas liquids.

•	Re-configured our organization around business units and competencies (our competitive advantages), which will streamline our organization and cost structure further in 2020 and facilitate focus on the drivers of value in our business.

•	Continued to manage our commodity risk through a very active hedging program.

•	the investments we have made to be a carbon management leader via our gas capture infrastructure,

•	our focus on operational excellence,

•	our use of strong pay elements to support our strategy and investment thesis,

•	our understanding of the value of human leadership, and

•	the long-term reality of increasing global demand for energy

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•	We are a small, young, shorter-tenured, diverse, not over-committed and nimble board.

•	We have recruited members from inside and outside the industry who have a deep understanding of the various aspects of our industry and major shareholders who invest in it.

•	We have governance provisions, such as proxy access, that are not common for companies our size.

•	We have experience across various industry disciplines – including operations, accounting, finance, tax, EH&S, and executive management – along with experience across many industry segments – including upstream, midstream, services, investment banking, and investment management.

•	We also bring perspective and experience from other industries, such as health care and retail.

•	We have recruited leaders whom we believe are held in the highest regard as managers and who are revered as human beings.

•	Two of our four Named Executive Officers are first generation Americans.

•	We administer dynamic compensation plans with excellent internal and external pay parity, leading ESG elements, and alignment to shareholder value creation.

•	We oversee a company that was an early leader – and that continues to strive to be a leader – in gas capture, which is critical to GHG management. It also is directly supportive of our bottom line.

•	We operate exclusively in the US, so we avoid many of the political stability, bribery and corruption, human rights, regulatory laxity and confiscation uncertainties present in other jurisdictions.

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•	possess the highest personal values and integrity;

•	have experience and have exhibited achievements in one or more of the key professional, business, financial, legal , and other challenges that face a U.S. independent oil and gas company;

•	exhibit sound judgment, intelligence, personal character, and the ability to make independent analytical inquiries;

•	demonstrate a willingness to devote adequate time to Board of Director duties; and

•	are likely to be able to serve for a sustained period if consistent with the Board’s ongoing review of overall board composition.

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•	serving as chairman of the executive sessions of the independent directors and all other Board meetings at which the Chairman is not present;

•	establishing the agenda for each meeting of the non-management directors;

•	serving as the Board’s contact for employee and shareholder communications with the Board of Directors;

•	calling special meetings of the independent directors when necessary and appropriate;

•	serving as a liaison between the Chairman and independent directors;

•	consulting with the Chairman to include and provide at meetings of the directors specific agenda items and additional materials suggested by independent directors;

•	approving the scheduling of regular and, where feasible, special meetings of the Board to ensure that there is sufficient time for discussion of all agenda items;

•	facilitating communications among the other members of the Board; and

•	performing other duties as the Board may from time to time delegate.

•

the Board oversees management of the Company’s commodity price risk through regular review with executive management of the Company’s derivatives strategy, and, through the Audit Committee, the oversight of the Company’s policy that limits the Company’s authority to enter into derivative commodity price instruments to a specified level of production, above which management must seek Board approval;

•	the Board has established specific dollar limits on the commitment authority of members of senior management and requires Board approval of expenditures exceeding that authority and of other material contracts and transactions;

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•	the Board reviews management’s capital spending plans, approves the Company’s capital budget and requires that management present for Board review significant departures from those plans; and

•	the Board reviews quarterly the Company’s performance with respect to environmental, health and safety targets and ethical standards .

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•	any person who is known by the Company to be the beneficial owner of more than 5.0% of the Company’s common stock;

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any immediate family member of any of the foregoing persons, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law of a director, executive officer or a beneficial owner of more than 5% of the Company’s common stock, and any person (other than a tenant or employee) sharing the household of such director, executive officer or beneficial owner of more than 5% of the Company’s common stock; and

•	any firm, corporation or other entity in which any of the foregoing persons is a partner or principal or in a similar position or in which such person has a 10% or greater beneficial ownership interest.

•	any employment agreement of an executive officer if his or her compensation is required to be reported in the Company’s proxy statement pursuant to Item 402 of Regulation S-K promulgated by the SEC ("Item 402");

•	director compensation which is required to be reported in the Company’s proxy statement pursuant to Item 402;

•

any transaction with another company at which a Related Person’s only relationship is as an employee (other than an executive officer), director or beneficial owner of less than 10% of that company’s shares is pre-approved or ratified (as applicable) if the aggregate amount involved for any particular service does not exceed the greater of $500,000 or 25% of that company’s total annual revenues; and

•

charitable contribution, grant or endowment by the Company to a charitable organization, foundation or university at which a Related Person’s only relationship is as an employee (other than an executive officer) or a director is pre-approved or ratified (as applicable) if the aggregate amount involved does not exceed the lesser of $200,000 or 10% of the charitable organization’s total annual receipts.

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•	an annual cash retainer fee of $75,000, plus cash payments of $1,500 for each Board of Directors’ meeting attended and $1,500 for each committee meeting attended;

•	lead director retainer of $35,000;

•	committee chairperson retainers in the following amounts: (a) Audit Committee chair–$20,000, (b) Compensation Committee chair–$15,000, and (c) Nominating and Governance Committee chair–$15,000; and

•	an annual equity award for each non-employee director equal to a number of shares of restricted stock having a value of approximately $187,500 on the date of grant, based on the closing price of our common stock on the date of grant.

•	the annual cash retainer fee increased from $70,000 to $75,000;

•	the annual equity award for each non-employee director increased from a number of shares of restricted stock having a value of approximately $167,500 on the date of grant to a number of shares having a value of approximately $187,500 on the date of grant;

•	lead director retainer increased from $25,000 to $35,000; and

•	committee chairperson retainer for Nominating and Governance Committee increased from $11,250 to $15,000.

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(1)	Includes annual cash retainer fee, board and committee meeting fees, and committee chair fees for each non-employee director during fiscal year 2019 as more fully explained above.

(2)

Reflects the aggregate grant date fair value of restricted stock awards granted under our LTIP in fiscal year 2019, computed in accordance with FASB ASC Topic 718. See Note 16 to our consolidated financial statements on Form 10-K for the year ended December 31, 2019 for additional detail regarding assumptions underlying the value of these equity awards. The grant date fair value for restricted stock awards is based on the closing price of $6.63 per share on January 17, 2019, which was the grant date. As of December 31, 2019, Messrs. Cassidy, Hagale, McShane, and Shackouls and Ms. Polito held 28,280 shares of restricted stock which vested in full on January 17, 2020.

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•	vendors, suppliers, and contractors

•	foreign payments

•	health and safety

•	environmental responsibilities

•	non-discrimination

•	freedom of association

•	political contributions

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•	We participate in and have made a meaningful investment in the TrainND program, which provides safety training to our employees, employees of other companies and contractors throughout the Williston Basin, and enables us to share best practices with and learn from our peers

•	We are a founding partner with the North Dakota Petroleum Council and other industry leaders of the One Basin - One Way! Standardized safety orientation program developed by producers and contractors in the Bakken for contractors that work in the Bakken

•	Strategy and initiatives relating to climate change policy

•	Significant legislation or regulations, treaties, conventions or other agreements, public policies or scientific developments involving environmental matters

•	Significant risks to, and the physical security of, the company’s facilities

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•	We work with NextOp to attract US Military veterans for open positions at Oasis

•	We support a number of charities and local communities, including:

◦	the OneGoal initiative in Houston, helping underprivileged high school students reach their full potential and graduate from college

◦	the HAY Center in Houston, assisting youth graduating out of foster care in becoming independent

◦	the MS 150 and Bike to the Beach - the Oasis team rides and raises money in an effort to find a cure and treatment for multiple sclerosis and autism, respectively

◦	Habitat for Humanity, building homes for families in need of decent and affordable housing

◦	city-wide clean-up days in Williston and Watford City, North Dakota

◦	the McKenzie County, ND hospital

◦	the volunteer fire departments of the cities of Williston, Ray, Lignite, Fairview, Culbertson, Froid, Grenora and Alexander, where many of our employees volunteer their time

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•	Competitive base salary

•	Short Term Incentive Program - eligible employees are subject to bonus targets that have a multiplier based on company performance and individual performance

•	Long Term Incentive Program - employees at every level in the organization are eligible to receive stock-based awards with a tiered vesting schedule

•	Employees are eligible to participate in our 401k plan on the date of hire with 100% immediate vesting in any employer matching contributions

•	We provide a 401k matching contribution that is dollar for dollar up to 6%

•	Eligible and effective on date of hire with 30 days to enroll

•	We offer a PPO and High Deductible Health Plan

•	Healthcare Flexible Spending Account (F.S.A.) and Healthcare Savings Account (H.S.A.) options available

•	Dental and vision coverage available for employees and their families

•	Employees are eligible to participate effective as of the date of hire with 30 days to enroll

•	We provide paid short term and long term disability coverage

•	We provide paid Life and Accidental Death & Dismemberment coverage for employees (with additional coverage available for purchase for employees and their families)

•	We provide paid business travel accident insurance

•	Comprehensive onboarding process

•	Flexible work schedules

•	10 paid holidays (may vary based on 9/80 schedule)

•	Paid vacation with credit given for previous work experience and schedule consideration

•	Paid sick time

•	Paid parking or bus passes

•	Monthly gym or fitness subsidy

•	Wellness Resources

•	Oasis Core Curriculum for all staff levels

•	Technical/professional training

•	Tuition reimbursement

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•	Leadership training, including week-long, university-based, executive education courses (Wharton, Stanford, UVA)

•	Strategic leadership training through support of the Army War College Foundation

•	Field leadership development training

•	Management training

•	Regular talent reviews and career development guidance

•	Oasis Academy for Success online learning resource

•	Annual performance review process

•	Active college recruiting program for full-time and intern positions

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•	reviewed and discussed the Company’s audited consolidated financial statements as of and for the year ended December 31, 2019 with management and with the independent registered public accounting firm;

•	considered the adequacy of the Company’s internal controls and the quality of its financial reporting, and discussed these matters with management and with the independent registered public accounting firm;

•

reviewed and discussed with the independent registered public accounting firm (1) their judgments as to the quality of the Company’s accounting policies, (2) the written disclosures and letter from the independent registered public accounting firm required by Public Company Accounting Oversight Board regarding the independent registered public accounting firm's communications with the Audit Committee concerning its independence, and (3) the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the SEC, including the independent registered public accounting firm's independence;

•	discussed with management and with the independent registered public accounting firm the process by which the Company’s chief executive officer and chief financial officer make the certifications required by the SEC in connection with the filing with the SEC of the Company’s periodic reports, including reports on Forms 10-K and 10-Q;

•

pre-approved all auditing services and non-audit services to be performed for the Company by the independent registered public accounting firm as required by the applicable rules promulgated pursuant to the Exchange Act, considered whether the rendering of non-audit services was compatible with maintaining PricewaterhouseCoopers LLP’s independence, and concluded that PricewaterhouseCoopers LLP’s independence was not compromised by the provision of such services (details regarding the fees paid to PricewaterhouseCoopers LLP in 2019 for audit services, tax services and all other services, are set forth at “Item 2—Ratification of Selection of Independent Registered Public Accounting Firm -Audit and All Other Fees” below); and

•	based on the reviews and discussions referred to above, recommended to the Board of Directors that the consolidated financial statements referred to above be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.

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(1)

Audit fees represent fees for professional services provided in connection with: (a) the annual audits of the Company’s consolidated financial statements and effectiveness of internal control over financial reporting; (b) the review of the Company’s quarterly consolidated financial statements; and (c) review of the Company’s other filings with the SEC, including review and preparation of registration statements, comfort letters, consents and research necessary to comply with generally accepted auditing standards for the years ended December 31, 2019 and 2018.

(2)	Tax fees represent tax return preparation and consultation on tax matters.

(3)	All other fees include any fees billed that are not audit, audit related, or tax fees. In 2019 and 2018, these fees related to accounting research software.

(4)	Does not include fees paid to PricewaterhouseCoopers LLP for work in their capacity as the independent registered public accounting firm of Oasis Midstream Partners LP.

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•	Mr. Nusz received his first salary increase since 2014, and other NEO salaries were increased as well in order to reflect the full range of their responsibilities, including those associated with managing Oasis Midstream Partners;

•	2019 long-term incentive award targets increased as a percentage of base salary in order to bring total direct compensation more in line with the 50th percentile of our peer group.

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•	adding a TSR cap so that an NEO cannot earn more than 100% of PSUs eligible to vest if the Company's absolute TSR is negative over the performance cycle;

•	reducing to 0% the PSUs that will be earned at the end of a performance cycle if the Company's TSR rank falls in the bottom three of the PSU peer group; and

•	adding a cap on the number of PSUs that may be earned if the Company's stock price is at least $25 at the end of the performance cycle in order to avoid windfall payments .

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•	Beginning in 2020, equity-based incentive compensation granted to all Named Executive Officers was allocated 75% performance-based (PSUs) and 25% time-based (restricted stock), previously it was allocated 55% and 45%, respectively;

•	Beginning in January 2019, we included a cap on the percentage of PSUs that may be earned when the Company's absolute TSR is negative over the performance cycle;

•	Enhanced disclosure around our performance goals, our “Initiatives” performance metrics, and the role that safety plays in our compensation determination process;

•	Moved to an annual say-on-pay vote schedule in 2017

•	added the following indexes to the PSU Peer Group in order to measure performance against companies of various sizes and industries: (a) the Standard & Poor’s 500 Index; (b) the Russell 2000 Index; (c) the Standard & Poor’s MidCap 400 Index; and (d) the Standard & Poor’s SmallCap 600 Index;

•	applied a multiplier to 50% of the PSUs granted in 2020, which is based on the Company's IRR and reduces the number of earned PSUs unless the Company's IRR is at least 8% for a performance cycle; if the Company's IRR is greater than 8%, the multiplier may increase the number of earned PSUs up to 150% if the Company achieves an IRR of 15% for a performance period; and

•	capped the number of PSUs that may be earned at the end of the 2-year, 3-year and 4-year performance cycles if the Company's stock price is at least $8, $9 and $10, respectively .

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•	Our compensation philosophy is to foster entrepreneurship at all levels of the Company by awarding long-term equity-based incentives, currently in the form of restricted stock and PSUs, as a significant and integral component of compensation.

•	We determine the appropriate level for each compensation component based in part, but not exclusively, on our view of internal equity and consistency, and other considerations we deem relevant, such as rewarding extraordinary performance.

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(1)

The amounts indicated as Reported Pay in the table reflect the total direct compensation (calculated as Salary, Non-Equity Incentive Plan Compensation, and the grant value of Long-Term Incentive Awards) for 2019 as reported in the 2019 Summary Compensation Table on page 52. The grant date fair values for PSUs and restricted stock awards are described in footnote (2) to the 2019 Summary Compensation Table.

(2)	The Realized Pay and Adjusted Realized Pay columns reflects the Non-Equity Incentive Plan Compensation Mr. Nusz earned under the Company’s Amended and Restated 2010 Annual Incentive Compensation Plan (the “Incentive Plan”) for the 2018 performance year, which was paid in February 2019.

(3)

The Realized Pay column reflects the value at vesting of restricted stock that vested during 2019 (93,467 shares valued at vesting of $633,706; 44,934 shares at $284,432; and 73,700 shares at $458,414). See the Options Exercised and Stock Vested Table on page 57 for more details. The Adjusted Realized Pay column reflects the value of the vesting of the shares at a price of $0.35, which was the closing price of our stock on the NASDAQ on March 18, 2020.

(4)

The value included in the Reported Pay column is based on the weighted average grant date fair value price per unit of $6.80, as computed using a Monte Carlo simulation model in accordance with FASB ASC Topic 718. The value of the award using the NYSE closing price of the Company's common stock on January 17, 2019, the grant date, while the Company was listed on the NYSE, of $6.63 was $3,700,004. The Realized Pay column reflects the value at vesting of PSUs that were earned during 2019 (131,197 units valued at vesting of $730,767; and 43,120 units valued at vesting at $240,178). See the Option Exercised and Stock Vested Table on page 57 for more details. The Adjusted Realized Pay column reflects the value of the vesting of the shares at a price of $0.35, which was the closing price of our stock on the NASDAQ on March 18, 2020.

(5)	In 2019, 20% of the target value of the restricted stock award was granted in phantom units (and the remaining 80% of target value was granted in restricted stock of the Company).

(6)	The Reported, Realized, and Adjusted Realized Pay columns reflect the value of "All Other Compensation" that Mr. Nusz received in 2019 as reported in the 2019 Summary Compensation Table on page 52.

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•	In order to create additional incentive for exceptional Company performance, at the discretion of our Compensation Committee, awards can be up to the maximum levels designated for each Named Executive Officer, but it is not expected that payment at this level would occur in most years.

•	In fact, to date, we have not awarded cash incentives at the maximum percentage for any Named Executive Officer in any year since our initial public offering.

•	The 2019 Production and EBITDAX targets were set higher than target and actual performance in 2018 .

•	The 2019 LOE targets reflect expected levels of achievement based on expected performance and planned activity for the year .

•	The 2019 Capital Efficiency target reflect expected levels of achievement based on 2018 actual performance .

•	The G&A target for 2019 was set higher due to an expected increase in headcount during 2019 primarily related to higher levels of both capital and operating activity , including the growing midstream business at OMP's second gas plant, and operations in the Delaware Basin.

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•	balances short and long-term objectives;

•	aligns our executives' interests with the long-term interests of our shareholders;

•	rewards long-term performance relative to industry peers;

•	makes our compensation program competitive and helps us attract and retain the most qualified employees, directors and consultants in the oil and gas industry; and

•	gives executives the opportunity to share in our long-term value creation.

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a)	a two-year performance period beginning on January 17, 2019 and ending on January 16, 2021 for the first 1/3 tranche of the PSUs;

b)	a three-year performance period beginning on January 17, 2019 and ending on January 16, 2022 for the second 1/3 tranche of PSUs; and

c)	a four-year performance period beginning on January 17, 2019 and ending on January 16, 2023 for the third 1/3 tranche of PSUs.

•	added a TSR cap so that a Named Executive Officer cannot earn more than 100% of PSUs eligible to vest if the Company's absolute TSR is negative over the performance cycle, regardless of the Company's relative TSR performance;

•	reduced to 0% the PSUs that will be earned at the end of a performance cycle where the Company's TSR rank falls in the bottom three of the PSU peer group;

•	added a cap on the number of PSUs that may be earned if the Company's stock price is at least $25 at the end of the performance cycle.

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•	added the following four indexes to the PSU Peer Group (as four new peers) in order to measure performance against companies of various sizes and industries: (a) the Standard & Poor’s 500 Index; (b) the Russell 2000 Index; (c) the Standard & Poor’s MidCap 400 Index; and (d) the Standard & Poor’s SmallCap 600 Index;

•	applied a multiplier to 50% of the PSUs granted in 2020, which is based on the Company's IRR and reduces the number of earned PSUs unless the Company's IRR is at least 8% for a performance cycle; if the Company's IRR is greater than 8%, the multiplier may increase the number of earned PSUs up to 150% if the Company achieves an IRR of 15% for a performance period; and

•	capped the number of PSUs that may be earned at the end of the 2-year, 3-year and 4-year performance cycles if the Company's stock price is at least $8, $9 and $10, respectively .

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•	Company performance relative to the Company's performance goal guidelines established by the Board at the beginning of the year;

•	Company performance relative to the Company's operational, financial and strategic initiatives established at the beginning of the year; and

•	The current year’s economic environment, commodity price fluctuations and other unforeseen influences (adverse or beneficial) that should be considered in the Committee’s evaluation of company and individual officer performance.

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•	competitive benchmarking;

•	incentive plan design;

•	peer group selection; and

•	other trends and developments affecting executive compensation.

•	whether Longnecker provides any other services to us;

•	the policies of Longnecker that are designed to prevent any conflict of interest between Longnecker, the Compensation Committee and us

•	any personal or business relationship between Longnecker and a member of the Compensation Committee or one of our executive officers; and

•	whether Longnecker owns any shares of our common stock.

•	assessing the relationship between executive pay and performance;

•	apprising the Compensation Committee of compensation-related trends, developments in the marketplace and industry best practices;

•	informing the Compensation Committee of compensation-related regulatory developments;

•	providing peer group survey data to establish compensation ranges for the various elements of compensation;

•	providing an evaluation of the competitiveness of the Company’s executive and director compensation and benefits programs; and

•	advising on the design of the Company’s incentive compensation programs.

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•	Restricted stock and PSU agreements covering grants made to our Named Executive Officers and other service providers in 2011 and later years include language providing that the award may be cancelled and the award recipient may be required to reimburse us for any realized gains to the extent required by applicable law or any clawback policy that we adopt.

•	The LTIP and the Incentive Plan include provisions specifying that awards under those arrangements are subject to any clawback policy we adopt.

•	The employment agreements described in more detail under "-Employment Agreements" above contain a clawback provision that enables us to recoup any compensation that is deemed incentive compensation if

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•	Our Compensation Committee is currently evaluating the practical, administrative and other implications of implementing and enforcing a clawback policy, and intends to adopt a clawback policy in compliance with the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 once final rules are promulgated by the SEC.

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(1)	Reflects the base salary earned by each Named Executive Officer during the fiscal year indicated.

(2)

Reflects the aggregate grant date fair value of restricted stock awards, PSUs, and, for 2019, phantom unit awards granted under our LTIP in the fiscal year indicated, computed in accordance with FASB ASC Topic 718, and does not necessarily reflect the actual value that may be realized by the executive. See Note 16 to our consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2019 for additional detail regarding assumptions underlying the value of these equity awards. For fiscal year 2019, the grant date fair value for restricted stock awards is based on the closing price of our common stock on January 17, 2019, the grant date for those awards, which was $6.63 per share. The grant date fair value for the PSUs granted on January 17, 2019 was calculated based on the initial number of PSUs granted at a weighted average grant date fair value price per unit of $6.80, as computed using a Monte Carlo simulation model in accordance with FASB ASC Topic 718. Assuming that the highest level of the performance condition is achieved, the grant date fair value for these awards would have been: for Mr. Nusz – $7,589,752, Mr. Reid – $4,153,848, Mr. Lou – $2,961,536, and Mr. Lorentzatos – $2,098,480. For fiscal year 2019, the grant date fair value for phantom unit awards is based on the closing price of OMP's common units on January 17, 2019, the grant date for those awards, which was $18.57 per unit.

(3)

In May 2017, Messrs. Nusz, Reid, Lou, and Lorentzatos, along with other officers and management employees, were each issued Class B Units in OMP GP LLC, all of which were unvested as of December 31, 2019. We believe that, despite the fact that the Class B Units do not require the payment of an exercise price, they are most similar economically to stock options, and as such, they are properly classified as "options" under the definition provided in Item 402(a)(6)(i) of Regulation S-K as an instrument with an "option-like feature." As discussed under "Executive Compensation—Potential Payments Upon Termination and Change in Control—OMP GP LLC Class B Units" in this proxy statement, the Class B Units in OMP GP LLC are intended to constitute "profits interests" for federal tax purposes and are not traditional options. Amounts included in this column reflect the grant date fair value of the Class B Units, calculated in accordance with FASB ASC Topic 718.

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(4)

For fiscal year 2019, reflects amounts earned for services performed in 2019 pursuant to the annual performance-based cash incentive awards granted to the Named Executive Officers under the Incentive Plan. The amounts reported in the table were paid to the Named Executive Officers in March 2020. The awards are described in more detail above under "—Compensation Discussion and Analysis—2019 Executive Compensation Decisions—Annual Performance-Based Cash Incentive Awards."

(5)	The following items are reported in the “All Other Compensation” column for fiscal year 2019:

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(1)

Represents annual performance-based cash incentive awards granted under the Incentive Plan during fiscal year 2019 for services performed in 2019. The awards were paid at the "target" level for each Named Executive Officer, as reported in the "Non-Equity Incentive Plan Compensation" column of the Summary Compensation Table for 2019. The awards (including performance goals and targets) are described in more detail above under “—Compensation Discussion and Analysis—Annual Performance-Based Cash Incentive Awards.”

(2)

Reflects PSUs granted under our LTIP in 2019. Amounts reported (a) in the “Threshold” column reflect 43% of the initial number of PSUs granted in 2019, which is the minimum amount payable under the PSU awards (assuming a TSR rank of 12th of 15 peers), (b) in the “Target” column reflect 100% of the initial number of PSUs granted in 2019, which is the target amount payable under the PSU awards (assuming a TSR rank of 8th of 15 peers), and (c) in the “Maximum” column reflect 200% of the initial number of PSUs granted in 2019, which is the maximum amount that may be earned pursuant to the awards (assuming a TSR rank of 1st of 15 peers). If the Company's TSR rank is in the bottom three of the peer group, then 0% of the initial number of PSUs granted in 2019 will be earned. The number of our common shares actually received by the Named Executive Officer at the end of each designated performance period may vary from the initial number allocated to that period, based on our relative TSR as compared to the TSR of the other peer group companies. The PSUs are subject to designated two-year, three-year, and four-year performance periods, each of which began on January 17, 2019. The PSUs (including performance goals and targets) are described in more detail above under “—Compensation Discussion and Analysis—2019 Executive Compensation Decisions—Long-Term Equity-Based Incentives.”

(3)

Reflects restricted stock awards and phantom unit awards granted under our LTIP in 2019. The restricted stock awards will vest over a three-year period. The first 1/3 tranche vested on January 17, 2020, the second 1/3 tranche will vest on January 17, 2021, and the final 1/3 tranche will vest on January 17, 2022, in each case, subject to the Named Executive Officer's continued employment. The phantom unit awards will vest in three substantially equal annual installments on the day following the date that OMP pays its quarterly distribution for the quarters ending December 31, 2019, 2020, and 2021. The awards are described in more detail above under “—Compensation Discussion and Analysis—2019 Executive Compensation Decisions—Long-Term Equity-Based Incentives.”

(4)

Reflects the aggregate grant date fair value of restricted stock awards, phantom units, and PSUs granted under our LTIP in the fiscal year indicated, computed in accordance with FASB ASC Topic 718, and does not necessarily reflect the actual value that may be realized by the executive. See Note 16 to our consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2019 for additional detail regarding assumptions underlying the value of these equity awards. For fiscal year 2019, the grant date fair value for restricted stock awards is based on the closing price of our common stock on January 17, 2019, the grant date for those awards, which was $6.63 per share. The grant date fair value for the PSUs granted on January 17, 2019 was calculated based on the initial number of PSUs granted at a weighted average grant date fair value price per unit of $6.80, as computed using a Monte Carlo simulation model in accordance with FASB ASC Topic 718. The grant date fair value for phantom unit awards is based on the closing price of OMP's common units on January 17, 2019, the grant date for those awards, which was $16.72 per share.

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(a)

The shares subject to the One-Time Retention Grant vest in full on the earlier to occur of a change in control or the Named Executive Officer’s termination of employment due to death or disability, by us without cause, by the executive for good reason, or upon retirement (upon attaining age 60 and continuous employment from the date of grant until the third anniversary of the grant date of the award).

(b)	The shares subject to the 2017 Annual Award vest in three substantially equal annual installments. The first 1/3 tranche vested on January 12, 2018; the second tranche vested on January 12, 2019; and the final tranche vested on January 12, 2020. The accelerated vesting provisions applicable to these awards are described below under “—Potential Payments upon Termination and Change in Control.”

(c)	The shares subject to the 2018 Annual Award vest in three substantially equal annual installments. The first 1/3 tranche vested on January 24, 2019; the second tranche vested on January 24, 2020; and the final tranche will vest on January 24, 2021. The accelerated vesting provisions applicable to these awards are described below under “—Potential Payments upon Termination and Change in Control.”

(d)

The shares subject to the 2019 Annual Award vest in three substantially equal annual installments. The first 1/3 tranche vested on January 17, 2020; the second tranche will vest on January 17, 2021; and the final tranche will vest on January 17, 2022. The accelerated vesting provisions applicable to these awards are described below under “—Potential Payments upon Termination and Change in Control.”

(2)	This column reflects the closing price of our common stock on December 31, 2019 (the last trading day of fiscal year 2019), which was $3.26, multiplied by the number of outstanding shares of restricted stock.

(3)	The phantom units subject to the 2019 Annual Award will vest three substantially equal annual installments on the day following the date that OMP pays its quarterly distribution for the quarters ending December 31, 2019,

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(4)	This column reflects the closing price of OMP's common units on December 31, 2019 (the last trading day of fiscal year 2019), which was $16.59, multiplied by the number of outstanding phantom units.

(a)	The designated performance cycles for these awards each commenced on January 20, 2016 and end on January 19, 2018, 2019, and 2020. One third of the performance share units awarded may become earned during each performance cycle.

(b)	The designated performance cycles for these awards each commenced on January 12, 2017 and end on January 11, 2019, 2020, and 2021. One third of the performance share units awarded may become earned during each performance cycle.

(c)	The designated performance cycle for these awards each commenced on January 24, 2018 and end on January 23, 2020, 2021, and 2022. One third of the performance share units awarded may become earned during each performance cycle.

(d)	The designated performance cycle for these awards each commenced on January 17, 2019 and end on January 23, 2020, 2021, and 2022. One third of the performance share units awarded may become earned during each performance cycle.

•	On January 20, 2016, at a performance level of 127%

•	On January 12, 2017, at a performance level of 77%

•	On January 24, 2018, at a performance level of 80%

•	On January 17, 2019, at a performance level of 71%

(6)	This column reflects the closing price of our common stock on December 31, 2019 (the last trading day of fiscal year 2019), which was $3.26, multiplied by a number of PSUs based on the performance level percentage indicated in footnote (5) with respect to each PSU award.

(7)

We believe that, despite the fact that the Class B Units do not require the payment of an exercise price, they are most similar economically to stock options, and as such, they are properly classified as “options” under the definition provided in Item 402(a)(6)(i) of Regulation S-K as an instrument with an "option-like feature." As of December 31, 2019, these Class B Units were unvested. The Class B Units will vest on the tenth anniversary of the date of grant, which was May 22, 2017, contingent on continuous service through such anniversary date. Such officers became eligible to receive distributions on the Class B Units from OMP GP on the second anniversary of the date of grant, including distributions paid for periods prior to such anniversary (see "Executive Compensation—Potential Payments Upon Termination and Change in Control—OMP GP LLC Class B Units").

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(8)	The Class B Units are not traditional options and, therefore, there is no exercise price or expiration date associated with them.

(1)	Reflects the following restricted stock awards and PSUs held by our Named Executive Officers that vested or were earned during fiscal year 2019:

(a)	The final 1/3 tranche of shares subject to the 2016 Annual Award vested on January 20, 2019.

(b)	The second 1/3 tranche of shares subject to the 2017 Annual Award vested on January 12, 2019.

(c)	The first 1/3 tranche of shares subject to the 2018 Annual Award vested on January 24, 2019.

(d)	The 3-year performance period for the PSUs granted in 2016 ended on January 19, 2019. On February 19, 2019, the Compensation Committee determined that 117% of the first third of the initial performance units had been earned and authorized settlement of such number of the initial performance units in the form of shares for each Named Executive Officer.

(e)	The 2-year performance period for the PSUs granted in 2017 ended on January 11, 2019. On February 19, 2019, the Compensation Committee determined that 80% of the first third of the initial performance units had been earned and authorized settlement of such number of the initial performance units in the form of shares for each Named Executive Officer.

(2)	The value realized upon vesting of restricted stock or PSUs, as applicable, is based on the following:

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(1)	Also reflects amounts for termination due to non-extension of the Employment Agreements.

(2)

Based on annualized base salary and target bonus percentage in effect for each Named Executive Officer as of December 31, 2019. For purposes of calculating any pro-rata bonus, the dollar value of the bonus awards actually awarded to each Named Executive Officer by our Compensation Committee for 2019 service was used, without pro-ration, since December 31, 2019 was the last day of the calendar year to which such bonus related. For purposes of quantifying the amount of the severance payments to Messrs. Nusz, Reid, Lou and Lorentzatos in the event of their termination without “cause” or for “good reason,” that does not occur on or within two years following a change in control, (a) the “Salary” amount was calculated as the base salary that the Named Executive Officer would have received for a period of 12 months, for Messrs. Lou and Lorentzatos, and 24 months, for Messrs. Nusz and Reid, and (b) the “Bonus Amount” was calculated, for Messrs. Lou and Lorentzatos, as the target bonus in effect for 2019, plus the pro-rata bonus

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(3)	Reflects 18 months’ worth of COBRA premiums at $1,406.11 per month for Mr. Nusz and $2,101.82 for each of Messrs. Reid, Lou, and Lorentzatos.

(4)	The amount of severance payments to each Named Executive Officer in the event of his termination without "cause" or for "good reason" on or within two years following a change in control, was calculated as the sum of (a) 2.99 times annualized base salary for 2019, plus (b) 2.99 times the average bonus paid to each Named Executive Officer for 2017 and 2018.

(5)

The value of accelerated restricted stock and PSU awards is based upon the closing price per share of our common stock on December 31, 2019 (the last trading day of fiscal year 2019), which was $3.26, multiplied by the number of outstanding shares of restricted stock or PSUs that would vest upon the occurrence of the event indicated. We calculated the number of PSUs that would become earned upon the occurrence of the event indicated according to the provisions of the Notice of Grant of Performance Awards for each PSU award as follows: (i) upon termination due to death or disability, 200% of the initial PSUs; (ii) upon occurrence of a change in control, the percentage of initial PSUs earned depends the Company's TSR rank relative to the other companies in the PSU comparator group, assuming the applicable performance period ended on the date of the change in control; and (iii) upon termination without cause or for good reason, the percentage of initial PSUs earned is determined at the end of the originally stated performance period; however, for purposes of the event indicated in this clause (iii), we have calculated assumed performance at the end of the applicable originally stated performance period using the same formula stated in footnote (3) to the "Outstanding Equity Awards at Fiscal Year End" table above because we believe it represents a reasonable estimate of the Company's TSR performance at the end of each originally stated performance period. The value of accelerated phantom unit awards is based on the closing price of OMP’s common units on December 31, 2019 (the last trading day of fiscal year 2019), which was $16.59, multiplied by the number of outstanding phantom units that would vest upon the occurrence of the event indicated. The values reported in the table above only take into account awards that were outstanding on December 31, 2019, and do not include the awards granted to our Named Executive Officers in January 2020, which are discussed above in the CD&A.

(6)

The Class B Units are intended to constitute “profits interests" for federal tax purposes and as such, the actual value of the Class B Units was not readily quantifiable as of December 31, 2019. For purposes of this table, the value of the accelerated Class B Units is based upon the grant date fair value of the Class B Units, calculated in accordance with FASB ASC Topic 718, multiplied by the number of outstanding Class B Units that would become vested upon the occurrence of the event indicated.

(7)

The aggregate total amount of compensation payable in connection with the triggering events has not been reduced to reflect any cut back in benefits or payments that would be made in connection with a change in control pursuant to the terms of the Employment Agreements. The Employment Agreements provide that golden parachute payments will be paid in full or reduced to fall within the 280G safe harbor amount, whichever will provide a better net after-tax position for a Named Executive Officer. For purposes of this disclosure, we have reflected the maximum amount potentially payable to each Named Executive Officer under each given scenario even though such maximum amounts could be reduced pursuant to the cutback language included in the Employment Agreements.

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•	The median of the annual total compensation of all employees of our company (other than the CEO) was $153,023; and

•	The annual total compensation of our CEO, as reported in the Summary Compensation Table included elsewhere within this Proxy Statement, was $8,212,209.

•	Based on this information, for 2019 the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all employees was reasonably estimated to be 53.7 to 1.

•

We determined that, as of December 31, 2019, our employee population consisted of approximately 600 individuals with all of these individuals located in the United States (as reported in Item 1, Business, in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 27, 2020 (our “Annual Report”)). This population consisted of our full-time, part-time, and temporary employees.

•	We used a consistently applied compensation measure to identify our median employee of comparing the amount of salary reflected in our payroll records as reported to the Internal Revenue Service on Form W-2 for 2019; the annual cash incentive award granted in respect of 2019 performance; and the annual equity awards granted to our employees in 2019.

•	We identified our median employee by consistently applying this compensation measure to all of our employees included in our analysis. Since all of our employees, including our CEO, are located in the United States, we did not make any cost of living adjustments in identifying the median employee.

•

After we identified our median employee, we combined all of the elements of such employee’s compensation for the 2019 year in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $153,023. The difference between such employee’s salary, wages and overtime pay and the employee’s annual total compensation represents the value of such employee’s annual equity awards granted in 2019 and contributions in the amount of $7,539 that we made on the employee’s behalf to our 401(k) plan for the 2019 year.

•	With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column of our 2019 Summary Compensation Table included in this Proxy Statement and incorporated by reference under Item 11 of Part III of our Annual Report.

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•	Be competitive. Compensation should help to attract and retain the most qualified individuals in the oil and gas industry by being competitive with compensation paid to persons having similar responsibilities and duties in other companies in the same and closely related industries;

•	Be aligned with shareholder interests. Compensation should align the interests of the individual with those of our shareholders with respect to long-term value creation;

•	Pay for performance. Compensation should pay for performance, whereby an individual’s total direct compensation is heavily influenced by company performance and directly tied to the attainment of annual company performance targets; and

•	Encourage individual accountability. Compensation should reflect each individual's contribution to the attainment of annual company performance targets, and the unique qualifications, skills, experience and responsibilities of the individual.

•	Equity-based awards generally incorporate at least a three-year vesting period to emphasize long-term performance and executive officer commitment;

•	Our annual performance-based cash incentive awards incorporate numerous financial and/or strategic performance metrics in order to properly balance risk with the incentives to drive our key annual financial and/or strategic initiatives and impose maximum payouts to further manage risk and the possibility of excessive payments;

•	We have focused our executives on long-term shareholder value creation through our use of equity-based awards, including PSUs tied to relative TSR performance, and the adoption of stock ownership guidelines that encourage our senior executives to own a significant amount of the Company’s stock; and

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•	Change in control related payments under the employment agreements with our Named Executive Officers, including equity-based award acceleration, require a double trigger (i.e., a termination of employment on, or within two years following, a change in control).

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•	attract and retain the most qualified employees, directors and consultants ("participants") in the oil and gas industry by being competitive with compensation paid to persons having similar responsibilities and duties in other companies in the same and closely related industries;

•	reflect the unique qualifications, skills, experience and responsibilities of each participant:

•	pay for performance, whereby a participant's compensation is influenced by company performance;

•	align the interests of the participant with those of our shareholders with respect to long-term value creation; and

•	provide participants with additional incentive and reward opportunities designed to enhance the profitable growth of the Company.

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•	No discounted options or other awards may be granted;

•	Awards are non-transferrable, except to an award recipient’s immediate family member or related family trust, pursuant to a qualified domestic relations order or by will or the laws and descent and distribution;

•	No automatic award grants are made to any eligible individual;

•	Awards granted prior to January 1, 2018 may be designed to meet the requirements for deductibility as “performance-based compensation” under Section 162(m);

•	Limitations on the maximum number or amount of awards that may be granted to certain individuals during any calendar year;

•	No repricing of stock options or stock appreciation rights without shareholder approval;

•	Awards are subject to potential reduction, cancellation, forfeiture or other clawback under certain specified circumstances; and

•	No recycling of shares subject to options or stock appreciation rights that are withheld or tendered to pay the exercise price of the Award or to satisfy any tax withholding obligation or that are covered by an option or stock appreciation right that is exercised.

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(1)	As of March 3, 2020, represents shares subject to performance share unit, or PSU, awards outstanding, assuming the payout level of 100% of the initial number of PSUs awarded.

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(3)	Does not take into account grants under the 2010 Long Term Incentive Plan in January 2020. For awards outstanding and shares remaining available for issuance under the 2010 Long Term Incentive Plan as of the Record Date, please see the chart in this Item above.

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•	the Company’s ability to maintain its listing on NASDAQ;

•	the historical trading price and trading volume of our common stock;

•	the then-prevailing trading price and trading volume of our common stock and the expected impact of the reverse stock split on the trading market for our common stock in the short and long term;

•	which reverse split ratio would result in the greatest overall reduction in our administrative costs; and

•	prevailing general market and economic conditions.

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•	the number of issued and outstanding shares of common stock (and treasury shares) will be reduced proportionately based on the final reverse split ratio, as determined by the Board;

•	based on the final reverse split ratio, the per share exercise price of all outstanding options will be increased proportionately and the number of shares of common stock issuable upon the exercise of all outstanding options will be reduced proportionately;

•	the number of shares reserved for issuance and any maximum number of shares with respect to which equity awards may be granted to any participant under the Company’s LTIP will be reduced proportionately based on the final reverse split ratio; and

•	the number of shares of our authorized common stock and preferred stock will be reduced by a corresponding proportion based upon the reverse stock split ratio to be determined by our Board.

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•	U.S. Holders who hold common stock through non-U.S. brokers or other non-U.S. intermediaries;

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•	banks, insurance companies or other financial institutions;

•	tax-exempt or governmental organizations;

•	dealers in securities or foreign currencies;

•	persons whose functional currency is not the U.S. dollar;

•	real estate investment trusts or regulated investment companies;

•	corporations that accumulate earnings to avoid U.S. federal income tax;

•	traders in securities that use the mark-to-market method of accounting for U.S. federal income tax purposes;

•	persons subject to the alternative minimum tax;

•	partnerships or other pass-through entities for U.S. federal income tax purposes or holders of interests therein;

•	persons that acquired our common stock through the exercise of employee stock options or otherwise as compensation or through a tax-qualified retirement plan; and

•	persons that hold our common stock as part of a straddle, appreciated financial position, synthetic security, hedge, conversion transaction or other integrated investment or risk reduction transaction

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(1)	Based upon an aggregate of 323,726,495 shares outstanding as of March 3, 2020.

(2)

According to a Schedule 13G/A, dated February 4, 2020, filed with the SEC by BlackRock, Inc., it has sole voting power over 45,828,112 of these shares, sole dispositive power over 46,649,998 of these shares. BlackRock, Inc. filed this 13G as a parent holding company for the following subsidiaries: BlackRock Life Limited; BlackRock Advisors, LLC; BlackRock Investment Management (UK) Limited; BlackRock Asset Management Canada Limited; BlackRock Investment Management (Australia) Limited; BlackRock (Netherlands) B.V.; BlackRock Fund Advisors; BlackRock Asset Management Ireland Limited; BlackRock Institutional Trust Company, N.A.; BlackRock Financial Management, Inc.; BlackRock Asset Management Schweitz AG; and BlackRock Investment Management, LLC. The address of BlackRock, Inc. is 55 East 52nd Street, New York, New York 10055.

(3)

According to a Schedule 13G, dated March 10, 2020, filed with the SEC by State Street Corporation, it has sole voting power over 0 of these shares, sole dispositive power over 0 of these shares, shared voting power over 33,464,839 of these shares, and shared dispositive power over 34,831,444 of these shares. The following subsidiaries of State Street Corporation beneficially own the shares: SSGA Funds Management, Inc., State Street Global Advisors Limited (UK), State Street Global Advisors Asia LTD, State Street Global Advisors GmbH, State Street Global Advisors Trust Company. The address of State Street Corporation is State Street Financial Center, One Lincoln Street, Boston, MA 02111.

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(4)

According to a Schedule 13G/A, dated March 6, 2020, filed with the SEC by The Vanguard Group, Inc., it has sole voting power over 299,647 of these shares, sole dispositive power over 32,232,480 of these shares, shared voting power over 35,381 of these shares, and shared dispositive power over 292,743 of these shares. Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of The Vanguard Group, Inc. is the beneficial owner of 257,362 of these shares and Vanguard Investments Australia, Ltd., a wholly owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 77,666 of these shares. The address of The Vanguard Group, Inc. is 100 Vanguard Blvd., Malvern, Pennsylvania 19355.

(5)

According to a Schedule 13D, dated October 30, 2019, jointly filed with the SEC by EnCap Energy Capital Fund VIII, L.P. ("EnCap Fund VIII"), EnCap Energy Capital Fund VIII Co-investors, L.P. (“EnCap Fund VIII Co-Invest”), and EnCap Partners GP, LLC (“EnCap Partners GP”), EnCap Partners GP has shared voting and dispositive poser of 28,068,530 shares, including: (i) 20,408,362 shares of Common Stock owned directly by EnCap Energy Capital Fund VIII, L.P., (“EnCap Fund VIII”) and (ii) 7,660,168 shares of Common Stock owned directly by EnCap Energy Capital Fund VIII Co-Investors, L.P. (“EnCap Fund VIII Co-Invest”). EnCap Partners GP, LLC (“EnCap Partners GP”) is the sole general partner of EnCap Partners, LP (“EnCap Partners”), which is the managing member of EnCap Investments Holdings, LLC (“EnCap Holdings”). EnCap Holdings is the sole member of EnCap Investments GP, L.L.C. (“EnCap Investments GP”), which is the sole general partner of EnCap Investments L.P. (“EnCap Investments LP”). EnCap Investments LP is the general partner of EnCap Equity Fund VIII GP, L.P. (“EnCap Fund VIII GP”), which is the sole general partner of each of EnCap Fund VIII and EnCap Fund VIII Co-Invest. Therefore, EnCap Partners GP, EnCap Partners, EnCap Holdings, EnCap Investments GP, EnCap Investments LP and EnCap Fund VIII GP may be deemed to beneficially own securities owned by EnCap Fund VIII or EnCap Fund VIII Co-Invest. EnCap Partners GP, EnCap Partners, EnCap Holdings, EnCap Investments GP, EnCap Investments LP and EnCap Fund VIII GP disclaim beneficial ownership of the securities owned by EnCap Fund VIII and EnCap Fund VIII Co-Invest except to the extent of their respective pecuniary interest therein, and this statement shall not be deemed an admission that any such entity is the beneficial owner of the reported Common Stock for the purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or any other purpose. The address of EnCap Fund VIII, EnCap Fund VIII Co-Invest, and EnCap Partners GP is 1100 Louisiana Street, Suite 4900, Houston, Texas 77002.

(6)

According to a Schedule 13G, dated January 31, 2020, filed with the SEC by The Goldman Sachs Group, Inc., it has sole voting power over 0 of these shares, sole dispositive power over 0 of these shares, shared voting power over 26,241,318 of these shares, and shared dispositive power over 26,241,468 of these shares. The following subsidiaries of State Street Corporation beneficially own the shares: Goldman Sachs & Co. The address of The Goldman Sachs Group, Inc. is 200 West Street, New York, NY 10282.

(7)	According to a Schedule 13G/A, dated February 12, 2020, filed with the SEC by Dimensional Fund Advisors LP ("Dimensional"), Dimensional has sole voting power over 24,597,124 of these shares and sole dispositive power over 24,820,047 of these shares. The address of Dimensional is Building One, 6300 Bee Cave Road, Austin, Texas 78746.

(8)	Executive officer or director of the Company.

(9)	Mr. Nusz has sole voting power over 1,946,946 of these shares and shared voting power over 98,607 of these shares. 98,607 of these shares are held by Amalaya Investments, LLC, a Texas limited liability company of which Mr. Nusz is the managing member and which is controlled by Mr. Nusz and his wife.

(10)

Mr. Reid has sole voting power over 1,529,260 of these shares and shared voting power over 548,188 of these shares. 548,188 of these shares are held by West Bay Partners, Ltd., a limited partnership formed for family investment purposes. The sole general partner of West Bay, a Texas limited liability company, is controlled by Mr. Reid and his wife, and the limited partners of West Bay consist of Mr. Reid, his immediate family members and trusts formed for their benefit.

(11)	Mr. Shackouls has sole voting power over 87,425 of these shares. The remaining 53,335 shares are held by Mr. Shackouls's spouse.

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•	voting at a later time by Internet or telephone until 11:59 p.m. (Eastern Time) on Monday, April 27, 2020;

•	voting in person at the Annual Meeting;

•	delivering to the Company's Corporate Secretary a proxy with a later date or a written revocation of your most recent proxy; or

•	giving notice to the inspector of elections at the Annual Meeting.

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