🧾 What This Document Is

This is Northern Oil & Gas, Inc.'s definitive proxy statement (DEF 14A). It's the official invitation and information packet for the company's 2026 Annual Meeting of Stockholders. The meeting will be completely virtual on Thursday, May 21, 2026, at 1:00 p.m. Central Time at www.virtualshareholdermeeting.com/NOG2026.

👉 Why it matters: This document tells you what will be voted on at the meeting, provides background on the company's leadership and pay, and explains how you can vote your shares.

🏢 What The Company Does

👉 In simple terms, Northern Oil & Gas, Inc. (NOG) is a company that invests in oil and gas properties, primarily in the United States. They focus on non-operating positions, meaning they own interests in wells but don't manage the day-to-day drilling and production operations.

Business Model: They acquire and manage upstream oil and gas assets, generating revenue from their share of oil and natural gas production.
Industry: Oil & Gas Exploration & Production (E&P), specifically in a non-operating role.

📅 Meeting Details & Proposals

The core purpose of the meeting is for stockholders to vote on three key proposals:

Elect seven directors to serve until the 2027 annual meeting.
Ratify the appointment of Deloitte & Touche LLP as the company's independent accounting firm for 2026.
Approve, on an advisory (non-binding) basis, the compensation of the company's named executive officers (the "Say on Pay" vote).

👉 Key Details:

Record Date: Stockholders as of March 26, 2026 can vote.
Outstanding Shares: 105,777,359 shares of common stock are entitled to vote.
How to Vote: You can vote before the meeting (online, by phone, by mail) or during the virtual meeting.
Quorum Needed: Holders of a majority of shares must be present (virtually or by proxy) for the meeting to be valid.

👥 Board & Governance

The Board of Directors oversees the company and is crucial for governance.

Current Board (7 members): Bahram Akradi (Chair), Lisa Bromiley, Roy (Ernie) Easley, Michael Frantz, William Kimble, Stuart Lasher, Nicholas O'Grady (CEO), Jennifer Pomerantz.
Director Nominees for 2026: All current directors except Roy Easley are nominees. Mr. Easley is not standing for re-election.
Independence: The Board has determined 6 out of 7 nominees (86%) are independent (all except CEO Nicholas O'Grady).
Board Committees: The Board has specialized committees:
- Audit Committee (Kimble, Bromiley, Lasher) - Oversees financial reporting and auditors. William Kimble is the designated "audit committee financial expert."
- Compensation Committee (Frantz, Lasher, Pomerantz) - Sets executive pay.
- Governance, Nominating and ESG Committee (Pomerantz, Bromiley, Akradi) - Recommends directors, oversees ESG.
- Executive Committee (Akradi, O'Grady) - Handles matters between board meetings.
- Acquisition Committee (Lasher, Frantz, O'Grady) - Approves acquisitions under $100M.
Board Meetings in 2025: The full Board met 5 times. Committees also met regularly.

🔍 Major Shareholders

The proxy lists significant owners of NOG stock as of March 26, 2026:

BlackRock, Inc.: 13,949,576 shares (13.2%)
American Century Investment Management Inc.: 8,033,428 shares (7.6%)
FMR, LLC (Fidelity): 6,924,372 shares (6.5%)
Directors & Executive Officers (as a group of 12): 2,961,127 shares (2.8%)

👉 Why it matters: Large institutional investors like BlackRock and Fidelity hold significant influence. The management team and board collectively own a smaller portion.

💼 Executive Compensation

A major section details the 2025 pay for the Named Executive Officers (NEOs): Nicholas O'Grady (CEO), Adam Dirlam (President), Chad Allen (CFO), James Evans (CTO), and Erik Romslo (CLO).

Philosophy: Pay is designed to be competitive and tie compensation directly to company performance and long-term stockholder value. It emphasizes an "ownership mentality."
2025 Performance Highlights (Cited by Company):
- $2.1 billion in oil and gas sales.
- 9% increase in total production.
- $230 million returned to stockholders via dividends and stock repurchases.
- Increased quarterly dividends per share by 10%.
Compensation Structure (for 2025):
- Base Salary: Fixed cash component.
- Short-Term Incentive Plan (STIP): Annual cash bonus based on hitting financial/operational goals and individual performance.
- Long-Term Incentive Plan (LTIP): Equity awards (stock options, restricted stock/units). A significant portion is performance-based vesting over 3 years, tied to metrics like Total Shareholder Return (TSR) compared to a peer group.
Peer Group: Used for benchmarking pay and LTAP performance. Includes companies like Chord Energy, Permian Resources, Matador Resources, and Vital Energy.

👉 Why it matters (Say on Pay Vote): Stockholders are being asked to approve this compensation structure. While advisory, a low approval score signals significant shareholder dissatisfaction.

📊 Audit & Accounting

Auditor: The Audit Committee proposes ratifying Deloitte & Touche LLP as the independent registered public accounting firm for 2026.
2025 Auditor Fees: Total fees paid to Deloitte for 2025 audit work were $2,314,990 (Audit: $2,232,115; Tax: $82,875).

⚖️ Big Picture: Strengths & Risks

👍 Strengths:
- Clear Governance Structure: Well-defined Board committees (Audit, Comp, Governance, Exec, Acquisition).
- Independent Board: High level of independence (86% of nominees).
- Performance-Linked Pay: Significant portion of executive pay is tied to measurable company performance (STIP) and long-term stockholder returns (LTIP TSR metric).
- Shareholder Returns: Company highlights returning $230M to shareholders in 2025 via dividends and buybacks.
- Virtual Meeting: Accessible, cost-effective, and reduces carbon footprint.
⚠️ Risks:
- Commodity Price Dependency: As an E&P company, NOG's performance is highly vulnerable to volatile oil and gas prices (noted a 14% price decrease in 2025).
- Say on Pay Approval: While the 2024 vote had ~90% support, the 2025 structure needs renewal. Low support would be a red flag.
- Director Departure: Roy Easley, with deep operational E&P experience, is leaving the Board.
- Complex Compensation: The STIP and LTIP performance metrics and calculations can be intricate for average shareholders to evaluate fully.

🧠 The Analogy

Think of this proxy statement as the annual report card and voting ballot for the company's "student government" (the Board and executives). You, as a shareholder (a "student" in this school), are being asked to:

Vote for the class representatives (Directors) you think will best represent your interests.
Approve the school's choice of accountants (Deloitte) to audit the books.
Give a thumbs-up or thumbs-down on the "principal and deans' pay" (Executive Compensation) – though your vote is just advice, not a binding decision.

🧩 Final Takeaway

NOG's 2026 proxy focuses on renewing board membership, auditor approval, and executive pay. While governance appears structured and pay is tied to performance, the underlying success remains heavily dependent on volatile energy markets. Your vote as a shareholder shapes leadership and sends a signal on pay philosophy.

NORTHERN OIL & GAS, INC. — DEF 14A Filing