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.    )

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Whiting Petroleum Corporation
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2020 PROXY STATEMENT

Notice of 2020 Annual Meeting of Stockholders

To be Held on May 1, 2020

WHITING PETROLEUM CORPORATION

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held May 1, 2020

Dear Stockholders:

The annual meeting of stockholders of Whiting Petroleum Corporation will be held on Friday, May 1, 2020, at 9:00 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:

• to elect two directors to hold office until the 2023 annual meeting of stockholders and until their successors are duly elected and qualified;

• to approve, by advisory vote, the compensation of our named executive officers as disclosed in the accompanying proxy statement;

• to ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for 2020; and

• to consider and act upon such other business as may properly come before the meeting or any adjournment or postponement thereof.

The close of business on March 6, 2020 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.

By Order of the Board of Directors

WHITING PETROLEUM CORPORATION

Bruce R. DeBoer

Corporate Secretary

Denver, Colorado

March 19, 2020

PROXY STATEMENT

TABLE OF CONTENTS

	Page
PROXY STATEMENT		1
AGENDA AND VOTING RECOMMENDATIONS		1
CORPORATE GOVERNANCE		2
Our Commitment to Corporate Governance and Stockholder Engagement		2
Whiting Values		2
Sustainability		3
Sustainability Highlights		4
Climate Risk		4
ANNUAL MEETING BUSINESS		5
Proposal 1—Election of Directors		5
Nominees for Election at the Annual Meeting		5
Directors Continuing in Office		6
Director Term Expiring at the Annual Meeting		9
Governance Information		10
Corporate Governance Documents		10
Independence of Directors		10
Transactions with Related Persons		10
Meetings and Attendance		11
Selection of Director Candidates		11
Director Qualifications		13
Board Leadership Structure; Lead Director		13
Role of the Board in Risk Oversight		14
Communications with Directors; Stockholder Engagement		14
Board Committee Information		15
Audit Committee		15
Compensation Committee		15
Nominating and Governance Committee		16
Sustainability Committee		16
Director Compensation		16
Stock Ownership Guidelines		17
COMMON STOCK OWNERSHIP		18
Directors and Executive Officers		18
Certain Beneficial Owners		19
Delinquent Section 16(a) Reports		20
EXECUTIVE COMPENSATION		21
Compensation Discussion and Analysis		21
Our Compensation and Governance Practices		21
Our Named Executive Officers for 2019		22
Our Executive Compensation Program for 2019		22
2019 Say on Pay Vote		22
Objectives of Executive Compensation Program		23
Elements of Compensation/Why We Chose Each/How Each Relates to Objectives		23
How We Chose Amounts for Each Element		25
Role of Our Compensation Committee, Named Executive Officers and Compensation Consultant		32
Peer Group for 2019 Compensation		33
Changes to Peer Group for 2020 Compensation		34
Termination and Change in Control Arrangements		34
Policy on Recoupment of Incentive-Based Compensation		36

	Page
Stock Ownership Guidelines		36
Policy Prohibiting Pledging and Hedging Shares of Stock		37
Accounting and Tax Treatment of Compensation		37
Compensation Committee Report		37
Compensation Committee Interlocks and Insider Participation		37
Executive Compensation Tables		38
Summary Compensation Information		38
Summary Compensation Table		38
Grants of Plan-Based Awards		39
Outstanding Equity Awards at 2019 Year-End		41
Option Exercises and Stock Vested		42
Potential Payments Upon Termination or Change in Control		42
Pay Ratio		47
Proposal 2—Advisory Vote on the Compensation of Our Named Executive Officers		47
AUDIT MATTERS		49
Audit Committee Report		49
Proposal 3—Ratification of Appointment of Independent Registered Public Accounting Firm		49
Audit and Non-Audit Fees and Services		50
STOCKHOLDER PROPOSALS		51
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING		52

WHITING PETROLEUM CORPORATION

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS

May 1, 2020

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 2020 Annual Meeting of Stockholders (the “Annual Meeting”) of Whiting Petroleum Corporation. The Annual Meeting will be held on Friday, May 1, 2020 at 9:00 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 2019 annual report, are being distributed and made available on or about March 19, 2020.

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

Proposal	Description	Board Recommendation	Page
1	Election of directors	FOR each nominee		5
2	Advisory approval of Executive Compensation	FOR		47
3	Ratification of Deloitte & Touche LLP as 2020 auditor	FOR		49

 2020 Proxy Statement  |  1

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 thresholds 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 our business strategy, corporate governance practices, executive compensation program and commitment to sustainability. Our chairman, president and chief executive officer, Bradley J. Holly, along with other members of senior management, met with several of our larger stockholders over the course of 2019. 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 2019, we met with several firms representing approximately 56% of the outstanding common stock of our company. We also attended, made presentations and engaged with our stockholders at eleven investor conferences throughout 2019. In addition, our team hosted five bus tours and non-deal road shows for investors during 2019.

Whiting Values

In order to improve our culture, empower our people, engage our communities and ensure our success, we developed the following statement of our values in 2018:

Our core values continue to provide the foundation for how we work, interact, manage and lead at our company. In 2019, an internal values committee was formed to help facilitate our values awards. Each quarter, employees are encouraged to nominate a colleague who they believe is exemplifying each

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of our six core values. The values committee then reviews all nominations and selects a winner for each value. In 2019, 347 values nominations were received, proving our employees hold themselves and others to the highest standards of integrity, accountability, performance and empowerment.

Sustainability

We continue to recognize 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. 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. We plan to continuously 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 a third-party to develop a more robust reporting program and initiated a formal governance structure around our sustainability reporting and practices. An internal sustainability committee began interfacing with management and the Board to ensure we continued to move toward best in class disclosure, engagement and implementation of our sustainability program. In 2019, we formed a formal Sustainability Committee of the Board to monitor and evaluate our programs, policies and practices relating to ESG.

 2020 Proxy Statement  |  3

Our enhanced sustainability reporting takes the following frameworks into consideration when developing and identifying metrics included in these disclosures:

• The Global Reporting Initiative (GRI) Sustainability Reporting Standards and Oil and Gas Sector disclosures

• The International Petroleum Industry Environmental Conservation Association’s (IPIECA) Oil and Gas Industry Guidance on Voluntary Sustainability Reporting

• The Sustainability Accounting Standards Board (SASB) Oil and Gas – Exploration and Production Reporting

Sustainability Highlights

• 10% reduction in greenhouse gas emissions in our DJ Basin Operations from 2017 to 2018.

• No increase in hazardous air pollutants emissions from 2017 to 2018.

• Nearly 200% increase in the number of leak inspections that did not find leaks in Williston Basin.

• A 17% decrease in total tons of CO2 emissions by reducing fleet size.

• 36% reduction in total water used from 2017 to 2018.

• 41% of corporate staff is female as of December 31, 2018.

• Invested over $1,000,000 into the communities where we live and work.

• More than 700 of our employees volunteered 5,500 hours in local communities.

• Our employees planted more than 7,000 trees in partnership with the North Dakota Petroleum Council’s “Planting for the Future” program.

In the fall of 2019, we published our 2018 Sustainability Report which is available on our website, www.whiting.com.

Climate Risk

We recognize the increasing public concern around greenhouse gas and other air emissions and the heightened focus on their impact to air quality and global climate change. With this concern and focus comes the potential for new regulations, and our forward-looking emissions minimization approach positions us well to adapt to an ever-changing regulatory landscape. Our Board evaluates climate risk issues on a regular basis.

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ANNUAL MEETING BUSINESS

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 two directors to hold office until the 2023 annual meeting of stockholders and until their successors are duly elected and qualified. The Board currently consists of nine members. The term of one of our directors, Philip E. Doty, expires at the Annual Meeting. Effective at the Annual Meeting, the Board has reduced its size to eight members.

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 6, 2020, 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

Michael G. Hutchinson

Independent Director Director since 2019 Age 64 Committee: Audit

Mr. Hutchinson has been a director of Whiting Petroleum Corporation since September 2019. Mr. Hutchinson began his career with Deloitte & Touche in 1978 where he served as a Partner from 1989 to 2002. From 2002 until his retirement in 2012, he was the Partner-in-Charge of the Colorado Audit and Enterprise Risk practice and led the Energy and Financial Services Practices for Deloitte & Touche in Colorado. Mr. Hutchinson also served as Interim Chief Executive Officer at Westmoreland Coal Company from 2017 to 2019. He holds a B.S. degree in Accounting from the University of Northern Colorado and is a Certified Public Accountant. Other Public Company Boards: ONE Gas, Inc. Qualifications: Mr. Hutchinson’s extensive experience as a certified public accountant and his expertise in oil and gas financial reporting and accounting led to the conclusion he should serve as a director. Mr. Hutchinson was recommended by a non-management director and vetted by a third-party search firm.

 2020 Proxy Statement  |  5

Carin S. Knickel
Independent Director Director since 2015 Age 63 Committees: Compensation Sustainability	Ms. Knickel served as Vice President of Global Human Resources and a member of the management committee of ConocoPhillips from 2003 until she retired in 2012. Her energy industry experience includes over three decades in operations leadership in refining, marketing, transportation, exploration and production for ConocoPhillips. She also held roles in business development, strategic planning and commodity trading, and led the company’s specialty products business from 2001 to 2003. Ms. Knickel also served as Assistant Dean for Programs and Talent for the University of Colorado College of Engineering from 2013 through 2014. She has a Bachelor’s Degree in marketing from the University of Colorado and a Master’s Degree in management science from the Massachusetts Institute of Technology.
	Other Public Company Boards:	Hudbay Minerals Inc. Vermilion Energy Inc.
	Qualifications: Ms. Knickel’s broad range of operational and administrative experience in the oil and gas industry led to the conclusion she should serve as a director.

The Board recommends the foregoing nominees for election as directors for terms expiring at the 2023 Annual Meeting and urges each stockholder to vote FOR such nominees.

Directors Continuing in Office

Terms Expiring at the 2021 Annual Meeting

William N. Hahne

Independent Director Director since 2007 Age 68 Committees: Nominating and Governance

Mr. Hahne served as our Lead Director from 2016 through 2019. Mr. Hahne was Chief Operating Officer of Petrohawk Energy Corporation from 2006 until 2007. Mr. Hahne served at KCS Energy, Inc. as President, Chief Operating Officer and Director from 2003 to 2006, and as Executive Vice President and Chief Operating Officer from 1998 to 2003. He is a graduate of Oklahoma University with a BS in petroleum engineering and has 38 years of extensive technical and management experience with independent oil and gas companies including Unocal, Union Texas Petroleum Corporation, NERCO, The Louisiana Land and Exploration Company (LL&E) and Burlington Resources, Inc. He is an expert in oil and gas reserve estimating, having served as chairman for the Society of Petroleum Engineers Oil and Gas Reserve Committee. Qualifications: Mr. Hahne’s experience in budgeting, planning and implementing effective exploration, drilling, acquisition and development programs, expertise in horizontal drilling and shale development and knowledge of oil and gas regulation, litigation and government reporting led to the conclusion that he should serve as a director.

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Lyne B. Andrich

Independent Director Director since 2019 Age 52 Committee: Audit

Ms. Andrich has been a director of Whiting Petroleum Corporation since September 2019. Ms. Andrich served as Executive Vice President and Chief Operating Officer from 2017 and as Chief Financial Officer from 2003 of CoBiz Financial Inc. until 2018. She served as Controller of CoBiz Financial Inc. from 1997 until 2003. She previously held several positions with Key Bank of the Rocky Mountains and Bank One, Colorado, including Assistant Controller, Financial Reporting Manager and internal auditor. She holds a B.S. degree in Accounting from the University of Florida and is a Certified Public Accountant. Qualifications: Ms. Andrich’s considerable experience as a chief financial officer and chief operating officer of a public company with her financial reporting background and the fact that she is a certified public accountant led to the conclusion she should serve as a director.

Bradley J. Holly

Director Director since 2017 Age 49 Committees: None

Mr. Holly is our Chairman of the Board, President and Chief Executive Officer. Mr. Holly has more than 20 years of experience in the oil and natural gas industry. Mr. Holly previously served as Executive Vice President, U.S. Onshore Exploration and Production for Anadarko Petroleum Corporation, an independent exploration and production company. Prior to his promotion to Executive Vice President in May 2017, he served as Senior Vice President, U.S. Onshore Exploration and Production at Anadarko from September 2016. He was previously Senior Vice President, Operations for Anadarko’s Rocky Mountain Region from May 2013 to September 2016, and Vice President, Operations for the Southern and Appalachia Region from July 2012 to May 2013. Mr. Holly also previously served as General Manager of Anadarko’s Greater Natural Buttes area in eastern Utah and the Maverick Basin, which included the Eagleford Shale development in southern Texas, and Reserves and Planning Manager for the Southern and Appalachia Region. He joined Anadarko in 1997 as a reservoir engineer and development supervisor on Anadarko’s Marco Polo and K2 developments in the deepwater Gulf of Mexico. Mr. Holly began his career in 1994 with Amoco. Mr. Holly holds a Bachelor of Science in Petroleum Engineering from Texas Tech University, and he is a graduate of the Harvard Business School Advanced Management Program. Qualifications: Mr. Holly’s status as our president and chief executive officer who applies his technical expertise, industry experience and management qualifications and serves as a valuable resource for the other directors as to all operational and administrative aspects of our company led to the conclusion that he should serve as a director.

 2020 Proxy Statement  |  7

Terms Expiring at the 2022 Annual Meeting

Thomas L. Aller

Independent Director Director since 2003 Age 71 Committees: Compensation Sustainability

Mr. Aller retired as Senior Vice President of Operations Support for Alliant Energy Corporation in 2014. He served as Senior Vice President – Energy Resource Development of Alliant Energy Corporation from 2009 to 2013 and President of Interstate Power and Light Company since 2004. Prior to that, he served as President of Alliant Energy Investments, Inc. since 1998 and interim Executive Vice President – Energy Delivery of Alliant Energy Corporation since 2003 and Senior Vice President – Energy Delivery of Alliant Energy Corporation since 2004. From 1993 to 1998, he served as Vice President of IES Investments. He received his Bachelor’s Degree in political science from Creighton University and his Master’s Degree in municipal administration from the University of Iowa. Qualifications: Mr. Aller’s particular experience with our company, including from 1997 through 2003 when he served as a director of our company’s operating subsidiary prior to our initial public stock offering, and his business acumen and experience in the energy sector led to the conclusion that he should serve as a director.

James E. Catlin

Independent Director Director since 2014 Age 73 Committees: Compensation Nominating and Governance

Effective January 1, 2020, Mr. Catlin serves as our Lead Director. Mr. Catlin was a co-founder of Kodiak Oil & Gas Corp. (“Kodiak”) and served at Kodiak as a director since 2001 and Executive Vice President of Business Development since 2011 until we acquired Kodiak in 2014. Mr. Catlin also previously served as Chairman of the Board from 2002 until 2011, Secretary from 2002 to 2008 and Chief Operating Officer from 2006 until 2011. Mr. Catlin has nearly 40 years of geologic experience primarily in the Rocky Mountain Region. Mr. Catlin was an owner of CP Resources LLC, an independent oil and natural gas company from 1986 to 2001. Mr. Catlin was a Founder, Vice President and Director of Deca Energy from 1980 to 1986 and worked as a district geologist for Petroleum Inc. and Fuelco prior to this time. He received a Bachelor of Arts and a Master’s of Science Degree in Geology from the University of Northern Illinois in 1973. Qualifications: Mr. Catlin’s extensive training and experience with respect to geology and executive level experience working with oil and natural gas companies led to the conclusion he should serve as a director.

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Michael B. Walen

Independent Director Director since 2013 Age 71 Committees: Nominating and Governance Sustainability

Mr. Walen was the Senior Vice President – Chief Operating Officer of Cabot Oil and Gas Corporation from 2001 until 2010 and served in other management and exploration positions prior to that time. He has 40 years of exploration and management experience with independent oil and gas companies including PetroCorp Inc., Patrick Petroleum Co., TXO Production Co. and Tenneco Oil Company. Mr. Walen was a director of Vitruvian Exploration from 2010 to 2013. Mr. Walen holds a Bachelor’s Degree in Geology from Central Washington University and a Master’s Degree in Geology from Western Washington University. Qualifications: Mr. Walen’s geological training, technical expertise and industry experience (particularly in shale plays), including managing operations, engineering, reserves, land and geology, led to the conclusion that he should serve as a director.

Director Term Expiring at the Annual Meeting

Philip E. Doty

Independent Director Director since 2010 Age 76 Committees: Audit Nominating and Governance

Mr. Doty is a certified public accountant and currently an ambassador with PlanteMoran after its 2018 merger with EKS&H LLLP. From 2007 to 2018, Mr. Doty was counsel to EKS&H LLLP, the largest Colorado-based accounting and consulting firm, where he previously was a partner from 2002 to 2007. From 1967 to 2000 he worked at Arthur Andersen & Co., where he was a partner since 1978 and served as an audit partner until his retirement in 2000. During his public accounting career, he provided audit and consulting services to numerous public companies. He is a graduate of Drake University with a Bachelor’s Degree in accounting. Qualifications: Mr. Doty’s 49 years of experience as a certified public accountant and his expertise in oil and gas financial reporting and accounting led to the conclusion he should serve as a director.

We would like to thank Mr. Doty, whose term expires at the Annual Meeting, for his ten years of dedicated service to Whiting Petroleum Corporation as an independent director and chairperson of our Audit Committee.

 2020 Proxy Statement  |  9

Governance Information

Corporate Governance Documents

The Board has adopted, regularly reviews and, if appropriate, revises our Corporate Governance Guidelines and written charters for our Audit Committee, Compensation Committee, Nominating and Governance Committee and Sustainability 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 nine directors currently serving on the Board, the Board has determined that each of Messrs. Aller, Catlin, Doty, Hahne, Hutchinson and Walen and Ms. Andrich and 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, Hutchinson and Walen and Ms.  Andrich and Knickel met these standards.

Transactions with Related Persons

We had no transactions during 2019, 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:

• a “related person” means any of our directors, executive officers or nominees for director or any of their immediate family members; and

• a “related person transaction” generally is a transaction (including any indebtedness or a guarantee of indebtedness) in which we were or are to be a participant and the amount involved exceeds $120,000, and in which a related person had or will have a direct or indirect material interest.

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 twelve meetings in 2019. 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 2019 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 examine each director nominee on a case-by-case basis regardless of who recommended the nominee. The Nominating and Governance Committee will consider all factors it considers appropriate, which may include strength of character, mature judgment, career specialization, relevant technical skills or financial acumen, diversity and industry knowledge.

• The Nominating and Governance Committee believes that the following minimum qualifications are necessary for a director nominee to possess to be recommended by the Committee to the Board:

• Each director must display the highest personal and professional ethics, integrity and values.

• Each director must have the ability to exercise sound business judgment.

• Each director must be highly accomplished in his or her respective field, with superior credentials and recognition and broad experience at the administrative and/or policy-making level in business, government, education, technology or public interest.

• Each director must have relevant expertise and experience and be able to offer advice and guidance to the chief executive officer based on that expertise and experience.

• Each director must be independent of any particular constituency, be able to represent all of our stockholders and be committed to enhancing long-term stockholder value.

• Each director must have sufficient time available to devote to activities of the Board and to enhance his or her knowledge of our business.

• The Nominating and Governance Committee also believes the following qualities or skills are necessary for one or more directors to possess:

• At least one director has the requisite experience and expertise to be designated as an “audit committee financial expert.”

• Directors should be selected so that the Board is a diverse body, with diversity reflecting age, gender, race and professional experience.

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.

 2020 Proxy Statement  |  11

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 of Directors

Aller

Andrich

Catlin

Doty (1)

Hahne

Holly

Hutchinson

Knickel

Walen

Skills & Experience:

CEO/Executive Leadership

●

●

●

●

●

●

●

●

Exploration & Production

●

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●

●

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●

Finance/Capital Allocation

●

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●

●

●

●

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●

Financial Reporting & Accounting

●

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●

Audit Committee Financial Expert

●

●

●

Business Development/M&A

●

●

●

●

●

●

●

Human Resources & Compensation

●

●

●

●

●

●

●

Legal/Regulatory

●

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●

Sustainability

●

●

●

●

Environmental, Health & Safety

●

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●

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Risk Management

●

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Corporate Governance

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Demographic Background:

Board Tenure (Years)

16

1

5

9

12

2

1

4

6

Age

71

53

73

76

68

49

64

63

71

Gender

M

F

M

M

M

M

M

F

M

(1) Mr. Doty’s term as a director will expire at the Annual Meeting.

8 of 9 Independent

Average Board Tenure: 6.2 years

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

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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.

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. Mr. Hahne served as our lead director during 2019. Effective January 1, 2020, the independent members of the Board elected Mr. Catlin 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 will serve as a liaison between the chairman of the board and the independent directors;

• With respect to meetings of the Board, the lead director will approve (i) information sent to the Board, (ii) meeting agendas and (iii) meeting schedules to assure there is sufficient time for discussion of all agenda items;

• The lead director will have the authority to call meetings of the independent directors; and

• If requested by major stockholders, the lead director shall be available for consultation and direct communication with such stockholders.

The lead director also presides over each executive session of the independent 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 organizational risks facing our company and periodically review management’s assessment of the major organizational 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 Sustainability 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, independent 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 Lincoln Street, Suite 4700, Denver, Colorado 80203. 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, Nominating and Governance and Sustainability 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:

Name	Audit	Compensation	Nominating Governance	Sustainability
Thomas L. Aller		Chair		●
Lyne B. Andrich	●
James E. Catlin		●	●
Philp E. Doty	Chair		●
William N. Hahne			●
Michael G. Hutchinson	●
Carin S. Knickel		●		Chair
Michael B. Walen			Chair	●
Number of meetings in 2019	4	7	4	2

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) and Hutchinson and Ms. Andrich, each of whom is an independent director under NYSE listing standards and SEC rules applicable to audit committee members. The Board has determined that Messrs. Doty and Hutchinson and Ms. Andrich each 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 Catlin 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 Securities Exchange Act of 1934, as amended (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”.

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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 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), Catlin, Doty and Hahne, each of whom is an independent director under NYSE listing standards.

Sustainability Committee

In August 2019, the Board established the Sustainability Committee as a standing committee of the Board. The Sustainability Committee assists the Board with oversight of our programs, policies and practices relating to environmental, safety, sustainability and social responsibility issues and impacts. The members of the Sustainability Committee are Ms. Knickel (Chairperson) and Messrs. Aller and Walen, 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 2019, non-employee directors were compensated pursuant to the schedule as follows:

					Committee Service
	Board Service		Lead Director		Audit		Compensation		Nominating and Governance		Sustainability (1)
Annual Retainer	$	75,000
Restricted Stock*	$	180,000
Lead Annual Retainer			$	20,000
Lead Restricted Stock*			$	15,000
Chair Annual Retainer					$	25,000	$	15,000	$	15,000	$	15,000
Chair Restricted Stock*					$	25,000	$	15,000	$	15,000	$	15,000
Member Annual Retainer					$	10,000	$	5,000	$	5,000	$	5,000
Meeting Fee	$	1,500			$	1,500	$	1,500	$	1,500	$	1,500

* Value on annual June 1 grant date

(1) Retainer payments to Sustainability Committee members commenced on September 1, 2019 upon establishment of this committee and the chairperson received a pro-rata share of the annual restricted stock award attributable to that position.

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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 2019:

Name (1)	Fees Earned or Paid in Cash ($)		Stock Awards ($) (2)		Total ($)
Thomas L. Aller		134,333		195,000		329,333
Lyne B. Andrich		34,333		135,000		169,333
James E. Catlin		115,000		180,000		295,000
Philip E. Doty		135,000		205,000		340,000
William N. Hahne		135,167		200,000		335,167
Michael G. Hutchinson		34,333		135,000		169,333
Carin S. Knickel		127,667		191,250		318,917
Michael B. Walen		126,500		195,000		321,500

(1) Mr. Holly, our chief executive officer, is not included in this table as he is an employee of ours and received no separate compensation for his service as a director. The compensation received by Mr. Holly as an employee is shown below under “Executive Compensation – Executive Compensation Tables – Summary Compensation Table.”

(2) Reflects the full grant date fair value of restricted stock awards granted in 2019 calculated in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. Assumptions used in the calculation of these amounts are included in note 11 to our audited financial statements for the fiscal year ended December 31, 2019 included in our Annual Report on Form 10-K filed with the SEC on February 27, 2020. In 2019, Messrs. Aller, Catlin, Doty, Hahne, Hutchinson and Walen and Ms. Andrich and Knickel were respectively awarded 10,609, 9,793, 11,153, 10,609, 21,531, 10,609, 21,531 and 11,587 shares of restricted stock, which in each case was the number of unvested restricted stock awards outstanding for such director at December 31, 2019.

Effective January 1, 2020, our Board reduced the annual value of the restricted stock grant for each director from $180,000 to $175,000. 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

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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, 2019, all of the non-employee directors owned a sufficient number of shares of our common stock to satisfy the guidelines.

COMMON STOCK OWNERSHIP

Directors and Executive Officers

The following table sets forth information regarding the beneficial ownership of our common stock as of March 6, 2020 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.

Name of Beneficial Owner	Shares of Common Stock Beneficially Owned			Percent of Common Stock Beneficially Owned
Thomas L. Aller		32,788			*
Lyne B. Andrich		21,531			*
James E. Catlin		82,206	(1)		*
Philip E. Doty		26,225	(2)		*
William N. Hahne		31,523			*
Bradley J. Holly		908,464	(3)		*
Michael G. Hutchinson		21,531			*
Carin S. Knickel		26,043			*
Michael B. Walen		26,499			*
Michael J. Stevens		3,727	(3)		*
Correne S. Loeffler		236,668	(3)		*
Charles J. Rimer		328,430	(3)		*
Timothy M. Sulser		201,518	(3)		*
Bruce R. DeBoer		264,183	(3)		*
All directors, nominees and executive officers as a group (14 persons)		2,291,130			2.5	%

* Denotes less than 1%.

(1) Includes 14,525 shares held by Mr. Catlin’s spouse. Mr. Catlin disclaims beneficial ownership of those 14,525 shares.

(2) Includes 250 shares held by Mr. Doty’s spouse. Mr. Doty disclaims beneficial ownership of those 250 shares.

(3) Amounts include 671,632 shares for Mr. Holly, 206,687 shares for Ms. Loeffler, 286,155 shares for Mr. Rimer, 176,799 shares for Mr. Sulser, 200,439 shares for Mr. DeBoer and 62,996 shares for our other executive officers as a group that vest based on performance criteria, which makes vesting uncertain and does not require reporting of these shares to the SEC as being beneficially owned pursuant to Section 16(a) of the Exchange Act until such shares vest. Amounts also include options held by Mr. Stevens to acquire 3,727 shares of our common stock and by Mr. DeBoer to acquire 732 shares of our common stock that were exercisable within 60 days after March 9, 2020.

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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, 2019 (based on a review of filings made with the SEC on Schedules 13D and 13G).

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership		Percent of Class
BlackRock, Inc. (1)		14,152,125		15.5%
55 East 52nd Street
New York, NY 10055
State Street Corporation (2)		12,918,811		14.2%
One Lincoln Street
Boston, MA 02111
The Vanguard Group (3)		9,792,350		10.7%
100 Vanguard Blvd.
Malvern, PA 19355
FMR LLC (4)		7,971,703		8.7%
245 Summer Street
Boston, MA 02210
Dimensional Fund Advisors LP (5)		6,863,635		7.5%
6300 Bee Cave Road
Austin, TX 78746
Hotchkis and Wiley Capital Management, LLC (6)		4,988,847		5.5%
601 S. Figueroa Street
Los Angeles, CA 90017

(1) Based on a Schedule 13G/A filed by BlackRock, Inc. with the SEC on February 10, 2020 reporting the following: sole voting power of 13,915,851 shares, shared voting power of 0 shares, sole dispositive power of 14,152,125 shares and shared dispositive power of 0 shares.

(2) Based on a Schedule 13G filed by State Street Corporation with the SEC on February 14, 2020 reporting the following: sole voting power of 0 shares, shared voting power of 12,557,670 shares; sole dispositive power of 0 shares and shared dispositive power of 12,918,811 shares.

(3) Based on a Schedule 13G/A filed by The Vanguard Group with the SEC on February 12, 2020 reporting the following: sole voting power of 87,495 shares, shared voting power of 13,450 shares, sole dispositive power of 9,702,217 shares and shared dispositive power of 90,133 shares.

(4) Based on a Schedule 13G/A filed by FMR LLC with the SEC on February 7, 2020 reporting the following: sole voting power of 1,007,633 shares, shared voting power of 0 shares, sole dispositive power of 7,971,703 shares and shared dispositive power of 0 shares.

(5) Based on a Schedule 13G/A filed by Dimensional Fund Advisors LP with the SEC on February 12, 2020 reporting the following: sole voting power of 6,787,789 shares, shared voting power of 0 shares, sole dispositive power of 6,863,635 shares and shared dispositive power of 0 shares.

(6) Based on a Schedule 13G/A filed by Hotchkis and Wiley Capital Management, LLC with the SEC on February 13, 2020 reporting the following: sole voting power of 4,725,472 shares, shared voting power of 0 shares, sole dispositive power of 4,988,847 shares and shared dispositive power of 0 shares.

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Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act 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, 2019, all of our directors and executive officers timely complied with the Section 16(a) filing requirements, except that one Form 4 report for one stock sale pursuant to a Rule 10b5-1 Plan was inadvertently late on behalf of Mr. Doty.

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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.

What We Do

What We Don’t Do

•  Market based salary – base salary is targeted at the market 50th percentile of our peer group. •  Pay for performance – An annual short-term cash incentive award is tied to our performance against annual operating and strategic goals. Long-term incentive awards consist 50% of performance share units that vest based on a relative total shareholder return compared to our peer group and 50% of time vesting restricted stock units. •  Claw back policy – Executives’ cash and equity incentive compensation is subject to recoupment in the event of certain financial restatements. •  Stock ownership guidelines – Stock ownership guidelines require our executives and directors to own stock or have an interest in restricted stock or restricted stock units valued at a multiple of base salary ranging from 2 to 6 times salary, dependent upon responsibility in company. All of our executives and directors are in compliance with these guidelines. •  Independent Compensation Consultant – The Compensation Committee has retained Longnecker & Associates (“Longnecker”) to serve as its independent executive compensation consultant. During 2019, Longnecker provided no other services to us. •  Double Trigger – A “double trigger” is required to qualify for cash severance payments in executive severance agreements.

•  No excise tax gross ups – We don’t have any agreements with our executive officers that provide for a gross-up of taxes. •  No post termination benefits – We don’t provide pension arrangements, post-termination health coverage or deferred compensation plans for our executive officers. •  No payment of dividend equivalents on unvested long-term incentives – Holders of restricted stock units and performance share units do not receive dividends, if any, until the underlying shares are earned and delivered to them. •  No pledging or hedging of stock – We have a policy that prohibits our executive officers from pledging or hedging shares of our stock.

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Our Named Executive Officers for 2019

We are providing compensation information for the following executive officers:

Bradley J. Holly	President and Chief Executive Officer
Correne S. Loeffler (1)	Chief Financial Officer
Charles J. Rimer	Chief Operating Officer
Timothy M. Sulser	Chief Strategy Officer
Bruce R. DeBoer	Chief Administrative Officer, General Counsel and Secretary
Michael J. Stevens (2)	Former Senior Vice President and Chief Financial Officer

(1) Ms. Loeffler’s employment with the company commenced on August 1, 2019.

(2) Mr. Stevens’ employment with the company terminated on August 1, 2019.

Our Executive Compensation Program for 2019

The features of our 2019 executive compensation program were as follows:

• Increased our chief executive officer base salary by $50,000, which adjustment maintained the salary within the 25^th and 50^th market percentile.

• Increased two other named executive officer base salaries for 2019 at an average of approximately 3.2% of 2018 levels and maintained the remaining named executive officer base salaries for 2019 at their initial hiring starting rates.

• Established short-term incentive plan performance metrics on both qualitative and quantitative measures with the goal to incentivize outstanding achievement.

• Awarded targeted long-term equity incentive awards based on market-based long-term incentive percentages. With regard to these awards, 50% were in the form of restricted stock units vesting in equal annual increments over three years and 50% were in the form of performance share units that 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 provided that the performance criteria are realized as described below.

2019 Say on Pay Vote

In May 2019, 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 94.8% 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 2019, we met with several firms representing approximately 56% of the outstanding common stock of our company. We also attended, made presentations and engaged with our stockholders at eleven investor conferences throughout 2019. In addition, our team hosted five bus tours and non-deal road shows for investors during 2019.

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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:

• support our business strategy of capital spending discipline, operational excellence, achieving meaningful growth in free cash flow, production of oil and natural gas and proved reserves of oil and natural gas; and

• increase long-term value appreciation in our common stock.

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:

• base salaries;

• short-term performance-based incentives;

• long-term performance-based and time-based incentives under our Equity Incentive Plan; and

• 401(k) retirement savings plan and other benefits.

These elements of compensation for 2019 are weighted toward performance and at risk as depicted below.

(1) Mr. Stevens, whose employment terminated on August 1, 2019, is excluded from this chart.

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,

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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 2019 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 2019 we have limited our awards to restricted stock units with time-based vesting and performance share units awards with vesting based on the achievement of specified stock performance metrics. Our Compensation Committee formulates our restricted stock unit and performance share unit awards on an annual basis in conjunction with other compensation decisions at its January meeting.

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 share units with vesting based on a relative total shareholder return compared to our peer group and 50% of time vesting restricted stock units. The Compensation Committee believes this balance will provide competitive awards that will aid us in attracting, motivating and retaining key talent.

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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 8.0% 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.

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 2019, 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 for pay based on performance above or below that level.

2019 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:

• The company’s history of growth and performance.

• Individual responsibilities and performance compared to individual goals included in the annual performance appraisals of each named executive officer which were prepared by the chief executive officer and reviewed by the Compensation Committee for named executive officers other than the chief executive officer and performance evaluations conducted by the Compensation Committee in the case of the chief executive officer.

• Successful implementation of budgeted programs and policies.

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• Competition for executive talent among oil and gas companies.

• Base salaries provided to executives in similar positions in our peer group.

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 increased Mr. Holly’s base salary for 2019 to $815,000 which is below the market 50^th percentile. The 2019 base salaries and increases from 2018 base salaries, where applicable, are as follows:

Officer	2019 Base Salary ($)		Increase from 2018 ($)
Bradley J. Holly		815,000		50,000
Correne S. Loeffler (1)		440,000		N/A
Charles J. Rimer (2)		525,000		0
Timothy M. Sulser (2)		420,000		0
Bruce R. DeBoer		465,000		15,000
Michael J. Stevens		500,000		15,000

(1) Ms. Loeffler’s hire date was August 1, 2019 and this amount represents her starting base salary.

(2) Messrs. Rimer and Sulser hire dates were November 18, 2018 and September 4, 2018, respectively, and their 2019 salaries were maintained at their 2018 starting rates.

2019 Short-Term Incentive Awards

For 2019, the Compensation Committee established the following performance metrics weighted as noted to measure corporate and executive officer performance for purposes of the short-term incentive plan:

Metric	Weighting
•  Production Growth		15	%
•  Proved Developed Reserve Growth		10	%
•  Cost Control (total cash G&A, LOE and exploration)		15	%
•  Rate of Return on Drilling Program		20	%
•  Strategic Goals		30	%
•  Environmental and Safety		10	%

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 2019, the Compensation Committee, after reviewing our 2019 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:

Metric	Threshold 0.0x		Target 1.0x		Maximum 2.0x
Production (MBOEs) (1)		45,900		47,200		49,800
Proved Developed Reserves (MMBOEs) (2)		349		367		399
G&A, LOE and Exploration (million $) (3)		547		532		500
Drilling Program Rate of Return (%) (4)		20		30		40

(1) Production may be adjusted for voluntary and regulatory curtailments, acquisitions, divestitures and capital activity higher or lower than forecast.

(2) Reserves to be adjusted for price changes between year ends, acquisition and divestment activity and capital activity higher or lower than forecast.

(3) LOE and G&A to be adjusted for acquisitions and divestitures.

(4) 2019 completions calculated internal rate of return.

Regarding Strategic Goals, the Compensation Committee reviews the following when determining payout levels: strategic acquisitions and divestitures, meeting the approved capital budget, effecting balance sheet improvements, improving drilling inventory, implementing effective hedges, as well as generation, and strategic use, of free cash flow. 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. Any significant safety or environmental initiatives or workplace incidents that respectively improve or adversely impact the health and wellbeing of our employees or contractors will also be considered.

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 2019 based on a market analysis conducted by Longnecker.

Name	Target % of Base Salary
Bradley J. Holly		110	%
Michael J. Stevens		100	%
Correne S. Loeffler		100	%
Charles Rimer		100	%
Timothy M. Sulser		100	%
Bruce R. DeBoer		90	%

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

• Our Production for 2019 adjusted for curtailments, acquisitions, divestitures and capital activity was 45,820 MBOE, which was approximately equal to the threshold of 45,900 MBOE and resulted in a 0% payout relative to the overall target of 15%.

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• Our Proved Developed Reserves for 2019 adjusted for price changes, acquisitions, divestitures and capital activity were 369.6 MMBOE, which was slightly above the target of 367 MMBOE and resulted in an 11% payout relative to the overall target of 15%.

• Our Cost Control for 2019, adjusted for acquisitions, was $525.8 million, which was better than the target goal level of $532 million and resulted in an 18% payout relative to the overall target of 15%.

• Our Rate of Return on Drilling Program in 2019 was 41% which exceeded the 40% maximum threshold and resulted in a 40% payout relative to the overall 20% target.

• With respect to performance on Strategic Goals, the Compensation Committee considered that we delivered on the drilling program at a spending rate 5% below the targeted capital budget, completed non-core asset divestitures in a difficult market environment, repurchased $400 million of senior notes at a discount, proactively added incremental hedges and, notwithstanding significant drops in natural gas and natural gas liquids prices, we were cash flow neutral and paid down incremental bank debt, and determined that the Strategic Goals metric was performed at 50% of the 30% target level resulting in a 15% payout.

• With respect to Environmental and Safety, the Compensation Committee noted that our recordable and reportable incident rates were reduced year over year and were below internal targets with significant improvement in safety metrics after the August 2019 reduction in force. The Compensation Committee also noted a subcontractor fatality on a workover rig during 2019. Given these factors, the Compensation Committee determined that the Environmental and Safety metric was performed below the 10% target level resulting in a 5% payout.

In summary, the Compensation Committee determined that the achievements of short-term incentive metrics warranted an award of 89% of target.

Changes to 2020 Short-Term Incentive Metrics

For 2020, the Compensation Committee decided to place greater emphasis on capital discipline and established the following performance metrics and relative weighting:

Metric	Weighting
Drilling Program Rate of Return		15	%
Cost Control		15	%
Capital Discipline		10	%
Production		10	%
Proved Developed Reserves		10	%
Strategic Goals		30	%
Environmental and Safety		10	%

2019 Long-Term Incentive – Restricted Stock Unit Awards and Performance Share Unit 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.

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As it considered long-term incentive grants in January 2019, the Compensation Committee reviewed industry conditions, company stock price performance, previous year grant value, 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 2019 long-term incentive grants were comprised 50% of performance share unit awards and the remaining 50% in the form of restricted stock units with a time-based vesting. Actual company performance over the next three years would dictate the ultimate value of these grants, particularly with respect to the performance share unit awards.

Performance Share Unit Awards – The number of performance share units 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 unit 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 share units 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 unit target based on the TSR performance ranking, as displayed by the following.

	TSR Performance Rank		Earned Percentage of Target
Maximum		1		200	%
		2		175	%
		3		150	%
		4		135	%
		5		120	%
Target		6		100	%
		7		90	%
		8		80	%
		9		70	%
		10		60	%
Threshold		11		50	%
		12		0	%
		13		0	%

In January 2019 (August 2019 with respect to Ms. Loeffler), the Compensation Committee made the following grants of performance share units:

Grantee	Target Award (# of shares)
Bradley J. Holly		68,349
Correne S. Loeffler (1)		29,981
Charles J. Rimer		44,028
Timothy M. Sulser		24,656
Bruce R. DeBoer		23,398
Michael J. Stevens (2)		33,545

(1) Ms. Loeffler’s awards were granted on her hire date of August 1, 2019.

(2) Mr. Stevens forfeited these awards upon the termination of his employment on August 1, 2019.

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Time-Based Vesting Restricted Stock Unit Awards – In January 2019 (August 2019 with respect to Ms. Loeffler), the other 50% of the target long-term incentive award was granted in the form of time-based vesting restricted stock units which vest in equal annual installments over a period of three years. Holders of restricted stock units do not receive dividends, if any, until the underlying shares are earned and delivered to them. The Compensation Committee made the following grants of restricted stock units:

Grantee	Award (# of shares)
Bradley J. Holly		68,349
Correne S. Loeffler (1)		29,981
Charles J. Rimer		44,028
Timothy M. Sulser		24,656
Bruce R. DeBoer		32,623
Michael J. Stevens (2)		33,545

(1) Ms. Loeffler’s awards were granted on her hire date of August 1, 2019.

(2) Mr. Stevens forfeited these awards upon the termination of his employment on August 1, 2019.

Chief Executive Officer Compensation Factors

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

• The magnitude of his responsibilities and the dedication and effectiveness with which he discharges them.

• His skill in guiding our acquisition, exploration, development and production efforts.

• His effectiveness in managing relationships with our executives, employees and directors and external relationships with bankers, investment bankers, analysts and others.

• His strategic vision for our future, and his ability to plan and direct the implementation of that vision.

• His effective leadership of the company.

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 2019, 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. The Compensation Committee noted that Mr. Holly’s total annualized compensation is between the 25^th and 50^th percentile and set a goal to progressively align his total compensation at the 50^th percentile level.

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

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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 2019 and the actual pay realized by Mr. Holly, our chief executive officer, during 2019. The chart compares each direct compensation element comprised of Salary, Non-Equity Incentive Plan Compensation and Stock Awards (performance share units and restricted stock units). The reported pay in the table depicts the data reported in the Summary Compensation Table and related proxy tables, while the realized pay depicts the actual value received (or vested) by Mr. Holly in 2019. 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 2019 and the amount actually realized, or received, by Mr. Holly in 2019 for each of the following direct compensation elements: Salary, Non-Equity Incentive Plan Compensation and Stock Awards (performance share units and restricted stock units):

Compensation Elements	CEO Reported Pay (1)		CEO Realized Pay*
	2019 Summary Compensation Table ($)		2019 Actual Compensation Paid ($)
Salary		815,000		815,000
Non-Equity Incentive Plan Compensation (2)		797,885		797,885
Stock Awards – Performance Share Units (3)		1,775,024		0
Stock Awards – Restricted Stock Units (4)		2,037,484		871,001
Total 2019 Compensation		5,425,393		2,483,886

* Includes actual performance-based compensation paid to Mr. Holly for 2019 as determined in footnotes 2 – 4 below.

(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 Stock Awards) for 2019 as reported in the in the Summary Compensation Table. The grant date fair values for restricted stock unit and performance share unit awards are described in footnote (1) to the Summary Compensation Table.

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(2) The realized pay column reflects the annual cash bonus Mr. Holly earned for the 2019 performance year, which was paid in January 2020.

(3) The realized pay column reflects the value at vesting of performance shares.

(4) The realized pay column reflects the value at vesting of shares of restricted stock that vested during 2019 (73,176 shares valued at vesting in the amount of $871,001). See the Options Exercises and Stock Vested Table for more details.

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 ensure 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:

• Maintains a Compensation Committee comprised of independent directors who are seasoned executives having experience in the oil and gas industry and in establishing and monitoring executive compensation programs, plans and awards.

• Independently performs analytical reviews of our annual performance using the performance and modifying factors described above.

• Annually participates in, subscribes to and reviews industry-wide compensation and benefits surveys to gauge the adequacy of our programs.

• From time to time but not necessarily annually, directly engages an independent executive compensation and benefits consultant to assess the competitiveness of our overall executive compensation program and provide specific research in areas being reviewed by our Compensation Committee. This consultant reports directly to the Compensation Committee when engaged and does not determine, but may, when asked, make recommendations as to the amount or form of director or officer compensation.

• Subscribes to and reviews various published resources with respect to executive compensation practices and issues.

• Annually reviews the performance of our chief executive officer and determines his plan awards and base salary.

• Annually reviews the performance of our other named executive officers with assistance from our chief executive officer and approves their plan awards and base salaries.

• Holds executive sessions (without management present) at every Compensation Committee meeting.

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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 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 2019, 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 2019, the Compensation 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, 2019, we paid Longnecker $79,500 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 2019 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, equity awards for 2019 were granted in January 2019. At that time, survey and peer company information was available only for 2018.

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In October 2018, the Compensation Committee requested that Longnecker review and provide recommendations for the compensation peer group to be used for 2019 compensation decisions. Based upon such recommendations, the Compensation Committee approved the following companies for our compensation peer group in 2019:

•  Carrizo Oil & Gas, Inc. (1)   •  Cimarex Energy Co.   •  Oasis Petroleum Inc.   •  PDC Energy, Inc.   •  Range Resources Corporation   •  Southwestern Energy Company •  Centennial Resource Development, Inc.   •  Denbury Resources Inc.   •  Parsley Energy, Inc.   •  QEP Resources, Inc.   •  SM Energy Company   •  WPX Energy, Inc.

(1) The Compensation Committee subsequently replaced Carrizo Oil & Gas, Inc. with Laredo Petroleum as the result of the merger of Carrizo Oil & Gas, Inc. with Callon Petroleum Company.

These peer companies are all independent (meaning in general that they do no refining or retail marketing of crude oil and natural gas) oil and gas exploration and development companies operating (with limited exceptions) only in the United States and primarily in onshore areas. The Compensation Committee reviews the peer group annually to assure that the companies in the group are appropriately comparable to our company. The Compensation Committee has concluded such comparisons are challenging in certain respects, principally because the compensation data from the peer companies is generally out of date. However, where possible we have attempted to get more updated data from our compensation consultant, and in general, our Compensation Committee believes that our executive compensation is competitive with our peers.

Changes to Peer Group for 2020 Compensation

In December 2019, the Compensation Committee reviewed the peer group of companies and, upon consultation with Longnecker and management and noting that certain peers were acquired or in the process of being acquired by third parties, reconfigured the peer group for purposes of 2020 compensation comparisons as follows:

•  Berry Petroleum Corporation   •  Callon Petroleum Company   •  Centennial Resource Development, Inc.   •  Cimarex Energy Co.   •  Denbury Resources Inc.   •  Laredo Petroleum, Inc.   •  Matador Resources Company   •  Oasis Petroleum Inc. •  Parsley Energy, Inc.   •  PDC Energy, Inc.   •  QEP Resources, Inc.   •  Range Resource Corporation   •  SM Energy Company   •  Southwestern Energy Company   •  WPX Energy, Inc.

Termination and Change in Control Arrangements

Other than as described below, we do not have any employment contracts, severance agreements or severance plans in effect with respect to any of our named executive officers. We also do not provide pension arrangements, post-termination health coverage or deferred compensation plans for them.

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The Compensation Committee has approved the terms of, and we have entered into, employment and severance agreements with each of our executive officers. The Compensation Committee believes that offering severance benefits that are payable in the event of a qualifying termination of employment prior to or following a change of control of our company is beneficial in the attraction of key talent at the executive level and also encourages the retention of our officers during the pendency of a potential change of control transaction. The Committee believes that these benefits will serve to enhance stockholder value and align our executive officers’ interests with those of our stockholders. The following summarizes the key terms of the severance and change of control (which are “double trigger” for cash severance payments) provisions of the employment and severance agreements. See “Executive Compensation – Potential Payments upon Termination or Change in Control” for more information regarding, and a quantification of, these benefits.

Severance without Cause or for Good Reason

Position	Years of Covered Term		Severance Multiple of Base Salary		Severance Multiple of Target Bonus		Years of Insurance Benefit Continuation		Accelerated Vesting of Equity
Chief Executive Officer		1.0		2.0		1.0		1.5		No
Other Named Executive Officers		1.0		1.0		1.0		1.5		No

Severance without Cause or for Good Reason after Change of Control

Position	Years of Covered Term		Severance Multiple of Base Salary		Severance Multiple of Target Bonus		Years of Insurance Benefit Continuation		Accelerated Vesting of Equity
Chief Executive Officer		2.0		3.0		1.0		2.0		Yes
Other Named Executive Officers		2.0		2.0		1.0		2.0		Yes

Furthermore, in the event of a change in control of our company unvested equity awards are subject to accelerated vesting as described under “Potential Payments Upon Termination or Change in Control – Equity Award Agreements” and unvested company matching contributions to the 401(k) Plan automatically vest. These change in control benefits are included in the underlying plan and grant documents as to vesting. We believe that they are essential elements of our executive compensation package and assist us in recruiting and retaining talented individuals. These change in control provisions are also intended to help ensure that our executives remain with us in the event of a potential change in control of our company and that our executives are not disadvantaged by a change in control of our company. See “Executive Compensation – Potential Payments upon Termination or Change in Control” for a quantification of these benefits.

In 2018, to ensure that our compensation programs remain competitive, our Compensation Committee decided to add a retirement-vesting feature to our equity-based awards held by our executive officers. Following this change, upon an executive officer’s retirement after age 60 with at least 10 years of service with us or our affiliates (a “Qualifying Retirement”), or death while eligible for a Qualifying Retirement, all unvested restricted stock and restricted stock units held by such executive officer will vest and be released and a pro rata portion of performance shares and performance share units held by such executive officer (based on time served as an employee during the relevant performance period) will vest and be released, subject to determination of the number of shares earned based on performance through the end of the relevant performance period. As of December 31, 2019, of our named executive officers then serving, only Mr. DeBoer was eligible for a Qualifying Retirement.

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In connection with Mr. Stevens stepping down from his position as Senior Vice President and Chief Financial Officer effective August 1, 2019, our Compensation Committee approved a Non-Competition and Non-Solicitation Agreement with Mr. Stevens to extend Mr. Steven’s covenants not to solicit and not to compete with our business in our material plays or fields from one year to 18 months following termination of employment in exchange for certain payments as described under “Potential Payment Upon Termination or Change in Control – Non-Competition and Non-Solicitation Agreement”.

Policy on Recoupment of Incentive-Based Compensation

To mitigate risks related to our compensation programs, our Compensation Committee has adopted the Whiting Petroleum Corporation Executive Policy on Recoupment of Incentive-Based Compensation, which is also known as a “clawback policy.” The policy applies to all non-equity incentive compensation and equity awards, and has been communicated to “covered executives,” including our named executive officers. Under the policy, if we are required to prepare an accounting restatement relating to our publicly-reported consolidated financial statements due to our material noncompliance with financial reporting requirements under U.S. federal securities laws, then we will have the right, to the extent permitted by governing law, to take appropriate action to recoup all or part of any incentive award that we actually paid to a covered executive if the amount of money or number of shares paid to the executive was expressly based on the achievement of financial results that were subject to the restatement and the executive would have been paid a lower amount or number under the express terms of the incentive award based on the financial results after the restatement. The amount of non-equity incentive compensation to be recovered will be the excess of the amount actually paid to the covered executive, calculated on the basis of the financial results before the restatement, over the amount that would have been paid had the amount been calculated on the basis of the financial results giving effect to the restatement. The amount of any equity award to be recovered will be the excess of the number of shares of our common stock (or equivalent value) actually paid to the covered executive, calculated on the basis of the financial results before the restatement, over the number of shares (or equivalent value) that would have been paid had the number been calculated on the basis of the financial results giving effect to the restatement.

Stock Ownership Guidelines

Our Board has adopted stock ownership guidelines to further align the interests of our named executive officers with the interests of our stockholders and to promote our commitment to sound corporate governance. The stock ownership guidelines for our named executive officers are determined as a multiple of the officer’s base salary. Our chief executive officer is required to hold shares of our common stock with a value equal to at least six times his annual base salary. Each of the other named executive officers are required to hold shares of our common stock with a value equal to two times his/her annual base salary. Named executive officers are required to achieve the applicable level of ownership within five years of the date the person was initially designated a named executive officer. Shares that count towards satisfaction of the guidelines include: (i) shares owned outright by the officer, (ii) shares held in trust for the benefit of the officer and (iii) unvested shares of restricted stock and restricted stock units with time-based vesting. Unexercised stock options and/or unvested performance share and performance share unit awards with 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. Executive officers who are subject to our stock ownership guidelines 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, 2019, the named executive officers then serving owned a sufficient number of shares of our common stock to satisfy the guidelines or were within the five year attainment period.

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Policy Prohibiting Pledging and Hedging Shares of Stock

Our Board has adopted a policy prohibiting our employees (including officers) and directors, or any of their designees, from purchasing financial instruments (including prepaid variable forward contracts, equity swaps, collars, and exchange funds), or otherwise engaging in transactions, that hedge or offset, any decrease in the market value of company equity securities granted to the employee or director as compensation or held, directly or indirectly, by the employee or director. Our Board has also adopted a policy prohibiting our executive officers and directors from pledging shares of our stock.

Accounting and Tax Treatment of Compensation

We account for our restricted stock, restricted stock unit, performance share and performance share unit grants in accordance with the requirements of FASB ASC Topic 718, which requires us to estimate and record an expense over the service or vesting period of the award. The Compensation Committee considers these requirements when determining annual grants of equity awards.

As a result of The Tax Cuts and Jobs Act, Section 162(m) of the Internal Revenue Code generally limits to $1,000,000 the amount of compensation that we can deduct in any one year with respect to certain covered executives, including our named executive officers. However, the Compensation Committee intends to set compensation for our executive officers at levels that it believes are necessary to attract, motivate, retain and reward executives, even if a portion of such compensation is not deductible under Section 162(m).

Section 409A of the Internal Revenue Code provides, among other things, rules for when compensation may be deferred and when, if deferred, it may be paid. We have reviewed and amended our compensation plans and agreements with the intention that they be compliant with Section 409A.

Compensation Committee Report

The Compensation Committee has reviewed and discussed the above “Compensation Discussion and Analysis” with management and, based on such review and discussion, has recommended to the Board that the “Compensation Discussion and Analysis” be included in this proxy statement and incorporated by reference into the company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, for filing with the SEC.

Thomas L. Aller, Chairperson

James E. Catlin

Carin S. Knickel

Compensation Committee Interlocks and Insider Participation

At various times during 2019, Messrs. Aller, Catlin and Walen and Ms. Knickel served on the Compensation Committee of our Board. None of such persons has served as an employee or officer of ours. None of our executive officers serve as a member of the board of directors or compensation committee of any entity that has one or more of its executive officers serving as a member of our Board or Compensation Committee.

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Executive Compensation Tables

Summary Compensation Information

The following table sets forth information concerning the compensation earned in respect of the 2019, 2018 and 2017 fiscal years by our chief executive officer, our chief financial officer, each of our three other `most highly compensated executive officers and our former chief financial officer. We refer to the persons named in the table in this proxy statement as the “named executive officers.”

Summary Compensation Table

Name and Principal Position	Year		Salary ($)		Bonus ($)		Stock Awards ($) (1)		Non-Equity Incentive Plan Compensation ($)  (2)		All Other Compensation ($) (3)		Total ($)
Bradley J. Holly (4)		2019		815,000				3,812,507		797,885		38,672		5,464,064
President and Chief Executive Officer		2018		765,000				3,506,819		1,051,875		108,541		5,432,235
		2017		127,500		500,000		4,510,000				19,221		5,156,721
Correne S. Loeffler (5)		2019		183,000		190,000		1,103,601		164,472		71,398		1,712,804
Chief Financial Officer
Charles J. Rimer		2019		525,000				2,455,882		467,250		27,050		3,475,182
Chief Operating Officer
Timothy M. Sulser		2019		420,000				1,375,312		373,800		22,682		2,191,794
Chief Strategy Officer
Bruce R. DeBoer		2019		465,000				1,580,138		372,465		42,413		2,460,016
Chief Administrative Officer, General Counsel and Secretary		2018		450,000				938,704		506,250		23,246		1,918,016
Michael J. Stevens (6)		2019		293,56				1,871,140				79,355		2,244,056
Former Senior Vice President and Chief Financial Officer		2018		485,000				1,676,079		606,250		21,624		2,788,953
		2017		470,000				1,934,000		517,000		21,124		2,942,124

(1) Reflects the full grant date fair value of restricted stock unit and performance share unit awards granted in 2019, 2018 and 2017 and, for Mr. Holly, restricted stock units granted in 2017 calculated in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in note 11 to our audited financial statements for the fiscal year ended December 31, 2019 included in our Annual Report on Form 10-K filed with the SEC on February 27, 2020. None of the performance share awards granted in 2017 vested and thus all of such performance shares were forfeited. See “Grants of Plan-Based Awards” Table for more information regarding awards of restricted stock units and performance share units.

(2) Reflects the cash bonus earned for each such year and paid under our short-term incentive plan.

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(3) For 2019, these amounts are comprised of the following for each of our named executive officers:

	Relocation Expense		401(k) Match		Financial Planning		AD&D Insurance		ST / LT Disability		Life Insurance		Wellness Program		Vacation Payout
Holly				19,000		15,000		1,890		1,012		1,170		600
Loeffler		67,242		1,000				1,884		1,012		260
Rimer				19,000				1,890		1,012		5,148
Sulser				19,000				1,890		1,012		780
DeBoer				19,000		15,000		1,229		1,012		6,172
Stevens				19,000		15,000		972		548		1,047				42,788

(4) Mr. Holly served as our president and chief executive officer commencing November 1, 2017 at an annualized base salary of $765,000. Mr. Holly received pro-rated 2017 long-term equity incentive grants of restricted stock valued at $255,000 and performance share awards valued at $255,000. In recognition of Mr. Holly’s forfeiture of unvested equity awards and retirement compensation with his former employer, he received restricted stock awards valued at the time of grant at $3,000,000, cash-settled restricted stock units valued at the time of grant at $1,000,000 and a $500,000 cash sign-on bonus.

(5) Ms. Loeffler’s employment with the company commenced on August 1, 2019 at an annualized base salary of $440,000. Ms. Loeffler received pro-rated 2019 long-term equity incentive grants of restricted stock units valued at $325,000 and performance share units valued at $325,000 and a $190,000 cash sign-on bonus.

(6) Mr. Stevens’ employment with the company terminated on August 1, 2019 and all his unvested stock awards were forfeited at such time.

Grants of Plan-Based Awards

The following table sets forth information concerning awards made during 2019 to our named executive officers under our short-term incentive plan for 2019 and our long-term Equity Incentive Plan.

			Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1)						Estimated Future Payouts Under Equity Incentive Plan Awards (2)						All Other Stock Awards: Number of Shares of Stock (#) (3)		Grant Date Fair Value of Stock Awards ($)  (4)
Name	Grant Date		Threshold ($)		Target ($)		Maximum ($)		Threshold (#)		Target (#)		Maximum (#)
Bradley J. Holly		1/18/2019		448,000		896,000		1,792,000		34,174		68,349		136,698		68,349		3,812,507
Correne S. Loeffler		8/1/2019		220,000		440,000		880,000		14,990		29,981		59,962		29,981		1,103,601
Charles J. Rimer		1/18/2019		262,500		525,000		1,050,000		22,014		44,028		88,056		44,028		2,455,882
Timothy M. Sulser		1/18/2019		210,000		420,000		840,000		12,328		24,656		49,312		24,656		1,375,312
Bruce R. DeBoer		1/18/2019		209,250		418,500		837,000		11,699		23,398		46,796		32,623		1,580,138
Michael J. Stevens		1/18/2019		250,000		500,000		1,000,000		16,772		33,545		67,090		33,395		1,871,140

(1) These amounts represent the threshold, target and maximum cash awards that each of our named executive officers could have earned under our short-term incentive plan for 2019 as we describe more fully under “Compensation Discussion and Analysis – How We Chose Amounts for Each Element – 2019 Short-Term Incentive Awards.” The amount that each named executive officer earned for 2019 under these awards based on our actual performance for 2019 appears in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table.

(2) These amounts represent the threshold, target and maximum share payouts under the performance share unit awards granted to each of the named executive officers in 2019 under our Equity Incentive Plan. The performance share units have a three-year performance period comprised of three distinct earning periods of one, two and three years with cliff vesting of all

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earned awards at the end of the third year. As to the first such earning period for the 2019 award, the earned percentage for the first third of the grant was 0%. 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. The award payout level is determined based on our total shareholder return (“TSR”) relative to our compensation peer group. 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 unit target based on the TSR performance ranking, as displayed by the following:

	TSR Performance Rank		Earned Percentage of Target
Maximum		1		200	%
		2		175	%
		3		150	%
		4		135	%
		5		120	%
Target		6		100	%
		7		90	%
		8		80	%
		9		70	%
		10		60	%
Threshold		11		50	%
		12		0	%
		13		0	%

Holders of performance share units do not receive dividends, if any, until the underlying shares are earned and delivered to them. In addition, we historically have not paid any cash dividends and do not anticipate paying any cash dividend on our common stock in the foreseeable future. See “Potential Payments Upon Termination or Change in Control – Equity Award Agreements” for a description of the terms of the restricted stock triggered upon a change in control of our company.

(3) These amounts are the number of time-based vesting shares in respect of restricted stock units granted to each of the named executive officers in 2019 under our Equity Incentive Plan. Time-based vesting restricted stock units will vest in equal annual installments over a period of three years. Holders of restricted stock units do not receive dividends, if any, until the underlying shares are earned and delivered to them. In addition, we historically have not paid any cash dividends and do not anticipate paying any cash dividend on our common stock in the foreseeable future. See “Potential Payments Upon Termination or Change in Control – Equity Award Agreements” for a description of the terms of the restricted stock units triggered upon a change in control of our company.

(4) Reflects the grant date fair value of the restricted stock units and performance share units that we granted in 2019 calculated in accordance with FASB ASC Topic 718.

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Outstanding Equity Awards at 2019 Year-End

The following table sets forth information concerning unexercised stock options that, as of December 31, 2019, were exercisable (vested) and unexercisable (unvested) as well as unvested restricted stock, restricted stock unit, performance share and performance share unit awards, each as held by our named executive officers on December 31, 2019. Since 2019, we have generally limited our awards to restricted stock unit awards with time-based vesting and performance share unit awards with performance metric achievement vesting. In November 2017, we granted some cash-settled restricted stock units with time-based vesting to Mr. Holly.

	Option Awards								Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable		Option Exercise Price ($)		Option Expiration Date		Number of Shares of Stock or Units That Have Not Vested (#) (1)		Market Value of Shares of Stock or Units That Have Not Vested ($) (2)		Equity Incentive Plan Awards: Number of Unearned Shares of Stock That Have Not Vested (#) (3)		Equity Incentive Plan Awards: Market Value of Unearned Shares of Stock That Have Not Vested ($) (4)
Bradley J. Holly		—		—		—		—		158,509		1,163,456		128,401		942,463
Correne S. Loeffler		—		—		—		—		29,981		220,061		29,981		220,061
Charles J. Rimer		—		—		—		—		47,814		350,955		48,957		359,344
Timothy M. Sulser		—		—		—		—		27,692		203,259		29,209		214,394
Bruce R. DeBoer		643		—		137.24		1/26/2020		39,510		290,003		46,627		342,242
		732		—		241.14		1/18/2021
Michael J. Stevens (5)		1,929		—		137.24		1/26/2020		0		0		0		0
		2,342		—		241.14		8/1/2020
		1,385		—		204.88		8/1/2020

(1) Reflects unvested shares of restricted stock and restricted stock units (and, additionally in the case of Mr. Holly his cash-settled restricted stock units) held by our named executive officers as of December 31, 2019 that have time-based vesting. These shares will vest on various dates as follows if the named executive officer has remained in continuous employment through each such date:

Name	1/16/20		1/18/20		1/19/20		8/1/20		9/4/20		11/1/20		11/15/20		1/16/21		1/18/21		8/1/21		9/4/21		11/15/21		1/18/22		8/1/22
Bradley J. Holly		16,983		22,783		—		—		—		56,194		—		16,983		22,783		—		—		—		22,783		—
Correne S. Loeffler		—		—		—		9,993		—		—		—		—		—		9,994		—		—		—		9,994
Charles J. Rimer		—		14,676		—		—		—		—		1,643		—		—		—		—		1,643		14,676		—
Timothy M. Sulser		—		8,218		—		—		1,518		—		—		—		8,219		—		1,518		—		8,219		—
Bruce R. DeBoer		4,546		10,874		3,197		—		—		—		—		4,546		10,874		—		—		—		10,875		—
Michael J. Stevens		—		—		—		—		—		—		—		—		—		—		—		—		—		—

(2) Reflects the value of unvested shares of restricted stock and restricted stock units (and, additionally in the case of Mr. Holly his cash-settled restricted stock units) held by our named executive officers as of December 31, 2019 measured by the closing market price of our common stock on December 31, 2019, which was $7.34 per share.

(3) Reflects unvested shares of performance share awards and performance share units held by our named executive officers as of December 31, 2019 that have performance metric achievement vesting (at target for the performance share or unit awards granted in 2017, 2018 and 2019 that are represented in the table below as vesting on December 31, 2019, December 31, 2020 and December 31, 2021, respectively). These shares will vest on various dates as follows if the

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performance objectives are satisfied and if the named executive officer has remained in continuous employment through each such date:

Name	12/31/19		12/31/20		12/31/21
Bradley J. Holly		10,103		50,949		68,349
Correne S. Loeffler		0		0		29,981
Charles J. Rimer		0		4,929		44,028
Timothy M. Sulser		0		4,553		24,656
Bruce R. DeBoer		9,591		13,638		23,398
Michael J. Stevens		0		0		0

After the December 31, 2019 reporting date of this table, none of the unvested performance share awards granted in 2017 that are represented in the table as vesting on December 31, 2019 vested due to the fact that none of the performance criteria were satisfied and all of these shares were forfeited.

(4) Reflects the value of unvested shares of performance share awards and performance share units held by our named executive officers as of December 31, 2019 (at target for the performance share or unit awards granted in 2017, 2018 and 2019 that are represented in the table as vesting on December 31, 2019, December 31, 2020 and December 31, 2021, respectively) measured by the closing market price of our common stock on December 31, 2019, which was $7.34 per share. This value includes the value of the performance share awards granted in 2017 that did not vest and were forfeited by Messrs. Holly and DeBoer (see footnote (3) above), in the aggregate amount of $144,554.

(5) Mr. Stevens’ employment with the company terminated on August 1, 2019. Pursuant to the terms of his option grant agreements, the option expiration date of two of his grants was reduced to one year from his termination date. Further, his other outstanding unvested equity awards were forfeited as of August 1, 2019.

Option Exercises and Stock Vested

The following table sets forth information concerning option exercises and restricted stock awards vested during 2019 for our named executive officers.

	Option Awards				Stock Awards (1)
Name	Number of Shares Acquired on Exercise (#)		Value Realized On Exercise ($)		Number of Shares Acquired on Vesting (#)		Value Realized on Vesting ($)
Bradley J. Holly		—		—		73,176		871,001
Correne S. Loeffler		—		—		0		0
Charles Rimer		—		—		1,643		10,400
Timothy M. Sulser		—		—		1,517		10,316
Bruce R. DeBoer		—		—		16,026		452,545
Michael J. Stevens		—		—		38,903		1,103,013

(1) Reflects the number of shares of restricted common stock held by our named executive officers (including cash-settled restricted stock units held by Mr.  Holly) that vested during 2019 valued at the closing market price of our common stock on the applicable vesting dates.

Potential Payments Upon Termination or Change in Control

The following tables disclose potential payments and benefits under our compensation benefit plans and agreements accruing to the named executive officers (other than Mr. Stevens whose employment terminated August 1, 2019) in each situation in the tables below assuming that the termination of employment and/or change in control of our company occurred at December 31, 2019, the last business day of our fiscal year, and that our common stock was valued at the closing market price as of December 31, 2019 of $7.34. The actual amount of payments and benefits can only be determined at the

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time of such a termination or change in control, and therefore the actual amounts would vary from the estimated amounts in the tables below. In addition, the amount of payments and benefits that named executive officers would actually receive may be materially less than the estimated amounts in the tables below because all such amounts in the tables below are on a pre-tax basis.

Descriptions of the circumstances that would trigger payments or benefits to the named executive officers, how such payments and benefits are determined under the circumstances, material conditions and obligations applicable to the receipt of payments or benefits and other material factors regarding such plans and agreements, as well as other material assumptions we have made in calculating the estimated compensation, follow these tables.

Name	Termination by Retirement, Death or Disability ($) (1)		Termination by Company for Cause or by Executive without Good Reason ($)		Termination by Company without Cause or by Executive for Good Reason ($)		Change in Control ($)		Change in Control and Termination by Company without Cause or by Executive for Good Reason ($)
Bradley J. Holly
Severance		—		—		2,526,500		—		3,341,500
Pro Rata Target Bonus		—		—		896,500		—		896,500
Vesting of Restricted Stock / Restricted Stock Units		—		—		—		1,163,456		1,163,456
Vesting of Performance Shares / Performance Share Units (2)		—		—		—		949,804		949,804
Insurance		—		—		83,880		—		111,840
Pre-Tax Total		—		—		3,506,880		2,113,260		6,463,100
Correne S. Loeffler
Severance		—		—		880,000		—		1,320,000
Pro Rata Target Bonus		—		—		440,000		—		440,000
Vesting of Restricted Stock / Restricted Stock Units		—		—		—		220,061		220,061
Vesting of Performance Shares / Performance Share Units (2)		—		—		—		220,061		220,061
Insurance		—		—		83,880		—		111,840
Pre-Tax Total		—		—		1,403,880		440,122		2,311,962
Charles J. Rimer
Severance		—		—		1,050,000		—		1,575,000
Pro Rata Target Bonus		—		—		525,000		—		525,000
Vesting of Restricted Stock / Restricted Stock Units		—		—		—		347,285		347,285
Vesting of Performance Shares / Performance Share Units (2)		—		—		—		359,344		359,344
Insurance		—		—		83,880		—		111,840
Pre-Tax Total		—		—		1,658,880		706,629		2,918,469
Timothy M. Sulser						—		—		—
Severance		—		—		840,000		—		1,260,000
Pro Rata Target Bonus		—		—		420,000		—		420,000
Vesting of Restricted Stock / Restricted Stock Units		—		—		—		203,259		203,259
Vesting of Performance Shares / Performance Share Units (2)		—		—		—		214,394		214,394
Insurance		—		—		83,880		—		111,840
Pre-Tax Total		—		—		1,343,880		417,653		2,209,493
Bruce R. DeBoer
Severance		—		—		883,500		—		1,348,500
Pro Rata Target Bonus		—		—		418,500		—		418,500
Vesting of Restricted Stock / Restricted Stock Units		290,004		—		—		290,004		290,004
Vesting of Performance Shares / Performance Share Units (2)		264,247		—		—		342,242		342,242
Insurance		—		—		61,200		—		81,600
Pre-Tax Total		554,251		—		1,363,200		632,246		2,480,846

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(1) As of December 31, 2019, of our named executive officers then serving, only Mr. DeBoer was eligible for vesting of restricted stock, restricted stock units, performance shares and performance share units upon a Qualifying Retirement or death while eligible for a Qualifying Retirement as described in more detail below. The pro rata portion of performance share and performance share unit awards earned upon a Qualifying Retirement would remain subject to determination of the number of shares earned based on performance through the end of the performance period. For purposes of this table, performance at the target level has been assumed.

(2) For all named executive officers and for purposes of this table, vesting of performance shares and performance share units upon a change in control is assumed to be at the target level. For Messrs. Holly and DeBoer, includes $74,156 and $70,398, respectively, attributable to all of the performance share awards granted in 2017 that did not vest and were forfeited subsequent to December 31, 2019 and, as a result, would not vest upon any change in control.

Executive Employment and Severance Agreements

We entered into an Executive Employment and Severance Agreement (the “Employment Agreement”) with each of our named executive officers. The Compensation Committee approved the terms of the Employment Agreement based on its independent compensation consultant’s analysis of the market.

The Employment Agreement has a term that ends at the end of each calendar year and renews automatically for successive one-year terms unless either party provides written notice to the other party at least 180 days prior to the end of a term. The Employment Agreement provides that the executive officer is entitled to a base salary as in effect on the date of the Employment Agreement, subject to increase, but not decrease, as may be determined by the Compensation Committee, and to participate in cash and equity incentive plans and employee benefit plans that we generally provide to our senior executives. The Employment Agreement also provides that the executive officer is entitled to certain severance payments and other benefits upon a qualifying employment termination, including after we experience a Change of Control (as defined below).

If such executive officer’s employment is terminated without Cause (as defined below) or for Good Reason (as defined below) prior to the end of the employment term, the executive officer will be entitled to accrued but unpaid benefits, including a pro rata portion of the current year’s target annual bonus, and a lump sum severance benefit equal to the executive officer’s base salary multiplied by one, or two in the case of the chief executive officer, plus the target bonus for the year in which the termination occurs. If such termination occurs within two years following a Change of Control, the multiplier of base salary described in the previous sentence is increased to two, or three in the case of the chief executive officer. Due to Section 409A of the Internal Revenue Code, the severance payment will not be paid to the executive officer until six months after the executive officer’s termination except in certain circumstances. Additionally, until the earlier of 18 months following a qualified termination (or 24 months if such termination follows a Change of Control) or such time as the executive officer has obtained new employment and is covered by benefits at least equal in value, such executive officer will continue to be covered, at our expense, by the same or equivalent life insurance, hospitalization, medical, dental and vision coverage as such executive officer received prior to termination. To receive the foregoing benefits, the executive officer must execute and deliver to us (and not revoke) a general release of claims.

The Employment Agreement also provides an executive officer with the following after a Change of Control has occurred: (i) the executive officer’s employment term is automatically extended for a two-year period; (ii) accelerated vesting of the executive officer’s restricted stock, restricted stock units,

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performance shares and performance share units; (iii) the same base salary and a bonus opportunity at least equal to 100% of the prior year’s target award and with the same general probability of achieving performance goals as was in effect prior to the Change of Control; and (iv) participation in salaried and executive officer benefit plans that provide benefits, in the aggregate, at least as great as the benefits being provided prior to the Change of Control. The Employment Agreement also provides that, upon a termination after a Change of Control, if any portion of the executive officer’s termination payment would constitute an “excess parachute payment,” then the termination payment made to the executive officer will either be made in full or reduced to the greatest amount such that no portion of the termination payment would be subject to excise tax, whichever results in the receipt by the executive officer of the greatest benefit on an after-tax basis. The Employment Agreements do not provide for an excise tax gross-up payment.

The Employment Agreement also provides that the executive officer is subject to a customary confidentiality covenant and, for one year following termination of employment (or two years if the termination is after a Change of Control), customary covenants not to solicit and not to compete with our business in our material plays or fields.

“Change of Control” is defined in the Employment Agreements as the occurrence any of the following:

• any person, with certain exceptions, is or becomes the beneficial owner of our securities representing at least 20% of the combined voting power of our outstanding voting securities;

• individuals who were directors as of the date of the Employment Agreement and any new director whose appointment or election was approved or recommended by a vote of at least two-thirds of the directors then in office who were either directors on the date of the Employment Agreement or whose appointment or election was previously so approved or recommended cease to constitute a majority of our directors;

• we consummate a merger, consolidation or share exchange with any other corporation, except for certain transactions that do not result in another person acquiring control of us; or

• we are liquidated or dissolved or, with certain exceptions, sell all or substantially all of our assets.

“Cause” is defined in the Employment Agreements as a good faith finding by the Board that the executive officer has:

• failed, neglected, or refused to perform the lawful employment duties related to his position or that we have assigned to him (other than due to disability);

• committed any willful, intentional, or grossly negligent act having the effect of materially injuring our interest, business, or reputation;

• violated or failed to comply in any material respect with our published rules, regulations, or policies and such violation or failure has the effect of materially injuring our interest, business, or reputation;

• committed an act constituting a felony or misdemeanor involving moral turpitude, fraud, theft, or dishonesty;

• misappropriated or embezzled any of our property (whether or not an act constituting a felony or misdemeanor); or

• breached any material provision of the Employment Agreement or any other applicable confidentiality, non-compete, non-solicit, general release, covenant not-to-sue, or other agreement with us.

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“Good Reason” is defined in the Employment Agreements as the occurrence of any of the following without the executive officer’s consent:

• a material diminution in the executive officer’s authority, duties or responsibilities;

• a material diminution in the authority, duties or responsibilities of the supervisor to whom the executive officer is required to report;

• a material diminution in the budget over which the executive officer retains authority;

• a material change in the geographic location at which the executive officer must perform services;

• in the case of Mr. Holly, we reduce his base salary; or

• we materially breach any provision of the Employment Agreement.

Equity Award Agreements

When we make grants of restricted stock, performance share, restricted stock unit and performance share unit awards under our Equity Incentive Plan to our executive officers, including the named executive officers, we enter into restricted stock agreements, performance share award agreements, restricted stock unit agreements and performance share unit agreements with such executive officers that contain provisions that are triggered upon a termination of an executive officer on a change in control of our company. If an executive officer ceases to be employed by us for any reason, including death, other than a Qualifying Retirement or death while eligible for a Qualifying Retirement, then the shares of restricted stock, performance shares, restricted stock units and performance share units that have not yet become fully vested will automatically be forfeited. Upon a Qualifying Retirement or death while eligible for a Qualifying Retirement, all unvested restricted stock and restricted stock units held by such executive officer will vest and be released and a pro rata portion of performance shares and performance share units held by such executive officer (based on time served as an employee during the relevant performance period) will vest and be released, subject to determination of the number of shares earned based on performance through the end of the relevant performance period. As of December 31, 2019, of our named executive officers then serving, only Mr. DeBoer was eligible for a Qualifying Retirement. Effective upon a change in control of our company, the shares of restricted stock and restricted stock units will fully vest, and the restrictions imposed on the restricted stock and restricted stock units will immediately lapse. Effective upon a change in control of our company, performance shares and performance share units will fully vest with respect to the number of shares earned for each performance period that has been completed as of the date of the change in control and one-third of the target shares for each performance period that has not been completed as of the date of the change in control, unless in each case the terms of an employment agreement provide a better result. “Change in control” is defined in our Equity Incentive Plan the same as in the Employment Agreements.

The amounts in the tables above include the value attributable to unvested restricted stock, restricted stock units, performance shares and performance share units held by our named executive officers valued at the closing price of our common stock on December 31, 2019. Subsequent to December 31, 2019, all of the unvested performance share awards granted in 2017 did not vest and were forfeited and, as a result, would not vest upon any change in control (see footnotes (3) and (4) to the table captioned “Outstanding Equity Awards at 2019 Year-End”).

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Non-Competition and Non-Solicitation Agreement

Effective August 1, 2019, we entered into a Non-Competition and Non-Solicitation Agreement with Mr. Stevens upon the termination of his employment as our Senior Vice President and Chief Financial Officer. The agreement provides that Mr. Stevens’ covenants not to solicit and not to compete with our business in our material plays or fields will be extended from one year to 18 months following termination of employment. Subject to Mr. Stevens’ continued compliance with such covenants and Mr. Stevens executing and not revoking a general release, we will pay Mr. Stevens an aggregate of $1,400,000 in twelve equal installments. The first two installments were paid with our first regular payroll after February 2, 2020 and the remainder of the installments will be paid on our first regular payroll each month during March 2020 through December 2020.

Pay Ratio

As required by Item 402(u) of SEC Regulation S-K, we are providing the following information about the ratio of the median annual total compensation of our employees and the annual total compensation of Mr. Holly, our Chief Executive Officer, throughout 2019. For the year ended December 31, 2019:

• The median of the annual total compensation of all employees of our company was reasonably estimated to be $159,308.

• The annual total compensation of Mr. Holly was $5,464,064.

• Based on this information, the ratio of the annual total compensation of our chief executive officer to the median of the annual total compensation of all other employees is estimated to be 34 to 1.

We identified our median employee by examining relevant 2019 W2 wages for all individuals employed by us on December 31, 2019 (other than Mr. Holly), whether full-time, part-time, or on a seasonable basis. We are using a different median employee than for our pay ratio calculation for 2018 because our July 2019 reorganization and decrease in employee headcount created the potential for a significant impact to this pay ratio disclosure. Once we identified our median employee, the employee’s compensation for 2019 was calculated in the manner used to derive the annual total compensation of our named executive officers in the Summary Compensation Table. This included base salary, annual cash bonus, stock grants or equivalents, premiums paid by the company for long term disability, accidental death and dismemberment and life insurance, and matching contributions we made to the employee’s account under our 401(k) Employee Savings Plan.

Proposal 2 – Advisory Vote on the Compensation of Our Named Executive Officers

The Board proposes that our stockholders approve, on an advisory basis, the compensation of the named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including under “Compensation Discussion and Analysis” and the compensation tables and narrative discussion under “Executive Compensation Tables” contained in this proxy statement.

Executive compensation is an important matter to us, our Board, our Compensation Committee and our stockholders. At the 2017 meeting, we also held a non-binding, advisory stockholder vote on the frequency of future advisory stockholders votes on the compensation of our named executive officers. In keeping with the recommendation of the Board, our stockholders expressed a preference that advisory stockholder votes on the compensation of our named executive officers be held on an annual basis and, as previously disclosed, the Board determined to hold an advisory vote on the

 2020 Proxy Statement  |  47

compensation of the named executive officers every year until the next required advisory vote on the frequency of future advisory votes. Accordingly, as required by Section 14A of the Exchange Act, we are asking our stockholders again to vote, on a non-binding, advisory basis, on a resolution approving the compensation of our named executive officers as disclosed under “Compensation Discussion and Analysis” and the compensation tables and narrative discussion under “Executive Compensation Tables” contained in this proxy statement.

As we describe in detail under “Compensation Discussion and Analysis,” we have designed our executive compensation programs to advance the core principles of supporting our business strategy of capital spending discipline, operational excellence and achieving meaningful growth in free cash flow, production of oil and natural gas and proved reserves of oil and natural gas and increasing long-term value appreciation in our common stock. We utilize our executive compensation program to attract and retain highly qualified and experienced employees, motivate them to achieve and advance and reward them for outstanding performance.

The Compensation Committee has overseen the development and implementation of our executive compensation program in line with these core compensation principles. The Compensation Committee also continuously reviews, evaluates and updates our executive compensation program to seek to provide rewards for individual performance compared to goals established by our chief executive officer in the annual performance appraisal for each named executive officer other than the chief executive officer and performance evaluations conducted by the Compensation Committee in the case of the chief executive officer and corporate results and encourage an ownership mentality among our executives and other key employees.

Our Compensation Committee is committed to align executive compensation with stockholders’ interests while providing competitive compensation to attract, motivate and retain our named executive officers and other key talent. We will continue to review and adjust our executive compensation programs with these goals in mind to seek the long-term success of our company and generate increased long-term value to our stockholders.

The Board and the Compensation Committee request the support of our stockholders for the compensation of our named executive officers as disclosed in this proxy statement. This advisory vote on the compensation of our named executive officers gives our stockholders the opportunity to make their opinions known about our executive compensation programs. As we seek to align our executive compensation program with the interests of our stockholders while continuing to retain key talented executives that drive our company’s success, we ask that our stockholders approve the compensation of our named executive officers as disclosed in this proxy statement.

This vote on the compensation of our named executive officers is advisory and not binding on us, the Board or the Compensation Committee. Although the outcome of this advisory vote on the compensation of our named executive officers is non-binding, the Compensation Committee and the Board will review and consider the outcome of this vote when making future compensation decisions for our named executive officers.

The Board recommends a vote FOR the compensation of our named executive officers as disclosed under “Compensation Discussion and Analysis” and the accompanying compensation tables under “Executive Compensation” contained in this proxy statement.

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AUDIT MATTERS

Audit Committee Report

The Audit Committee provides the following report:

• We reviewed and discussed with the independent auditors their independence and the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the SEC. The independent auditors provided us with the written disclosures and the letter required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent auditors’ communications with the audit committee.

• Prior to their publication, we reviewed and discussed with management and the independent auditors the company’s audited financial statements for the year ended December 31, 2019, the related audit report, the related certifications of the company’s chief executive officer and chief financial officer, and the applicable management’s discussion and analysis. Management is responsible for the financial statements and the reporting process, including the system of internal controls. The independent auditors are responsible for expressing an opinion on the fairness of the presentation of audited financial statements in conformity with accounting principles generally accepted in the United States.

• We recommended to the Board, based on the reviews and discussions described above, that the material reviewed above be included in the company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, for filing with the SEC.

Philip E. Doty, Chairperson

Michael G. Hutchinson

Lyne B. Andrich

Proposal 3 – Ratification of Appointment of Independent Registered Public Accounting Firm

The Audit Committee has selected Deloitte & Touche LLP as our independent registered public accounting firm for 2020. The Board recommends to the stockholders the ratification of the selection of Deloitte & Touche LLP, an independent registered public accounting firm, to audit our financial statements for 2020.

The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the independent auditors retained to audit our financial statements. Deloitte & Touche LLP has been retained as our independent auditor continuously since 2003. The Audit Committee is responsible for the audit fee negotiations associated with our retention of Deloitte & Touche LLP. In order to assure continuing auditor independence, the Audit Committee periodically considers whether there should be a regular rotation of the independent external audit firm. In connection with the mandated rotation of Deloitte & Touche LLP’s lead engagement partner, the Audit Committee and its Chairperson are directly involved in the selection of Deloitte & Touche LLP’s new lead engagement partner. The members of the Audit Committee and the Board believe that the continued retention of Deloitte & Touche LLP to serve as our independent auditor is in our and our stockholders’ best interests.

Stockholder ratification of the appointment of our independent registered public accounting firm is not required. We are doing so because we believe it is a sound corporate governance practice. If our stockholders fail to ratify the appointment of Deloitte & Touche LLP, the Audit Committee will, in its

 2020 Proxy Statement  |  49

discretion, consider whether or not to retain Deloitte & Touche LLP or to select another independent registered public accounting firm for the subsequent year. Even if the selection is ratified, the Audit Committee, in its discretion, may select a new independent registered public accounting firm at any time during the year if it feels that such a change would be in the best interests of us and our stockholders.

The Board recommends a vote FOR the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm.

Representatives of Deloitte & Touche LLP are expected to be present at the Annual Meeting with the opportunity to make a statement if they so desire. Such representatives are also expected to be available to respond to appropriate questions.

Audit and Non-Audit Fees and Services

The following table presents fees for audit services rendered by Deloitte & Touche LLP for the audit of our financial statements for the years ended December 31, 2019 and 2018 and fees for other permitted services rendered by Deloitte & Touche LLP during those periods:

	2019 ($)		2018 ($)
Audit Fees		986,651		1,071,768
Audit-Related Fees (1)		124,959		215,786
Tax Fees		—		—
All Other Fees (2)		80,000		—
Total Fees		1,191,609		1,287,554

(1) For 2019, audit-related fees are in respect of the audit of our 401(k) Plan, work performed in connection with registration statements and adoption of new accounting guidance. For 2018, fees related to the audit of our 401(k) Plan, work performed in connection with the registration of our debt offering and oil and gas property acquisitions.

(2) These other fees are related to a cybersecurity assessment project.

The Audit Committee has concluded that the provision of non-audit services listed above is compatible with maintaining the independence of Deloitte & Touche LLP.

The Audit Committee has established pre-approval policies and procedures with respect to all audit and permitted non-audit services to be provided by our independent registered public accounting firm. Pursuant to these policies and procedures, the Audit Committee may delegate authority to one or more of its members when appropriate to grant such pre-approvals, provided that decisions of such member or members to grant pre-approvals are presented to the full Audit Committee at its next scheduled meeting. In addition, the Audit Committee pre-approves particular services, subject to certain monetary limits, after the Audit Committee is presented with a schedule describing the services to be approved. The Audit Committee’s pre-approval policies do not permit the delegation of the Audit Committee’s responsibilities to management.

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STOCKHOLDER PROPOSALS

If a stockholder wants us to include a proposal in our proxy statement for the 2021 annual meeting pursuant to SEC Rule 14a-8, the proposal must be received at our principal executive offices at 1700 Lincoln Street, Suite 4700, Denver, Colorado 80203 by November 19, 2020. The proposal should be sent to the attention of our Corporate Secretary. Such a proposal must meet the stockholder eligibility and other requirements of the SEC.

We have amended our by-laws to include a proxy access provision. Under our by-laws, stockholders who meet the requirements set forth in our by-laws may under certain circumstances include a specified number of director nominees in our proxy materials. Among other requirements, a stockholder must give written notice to our Corporate Secretary not less than 120 days and not more than 150 days prior to the first anniversary of the date on which we first made available our proxy materials for the 2020 annual meeting. Under our by-laws, we must receive notice of a stockholder’s director nomination for the 2021 annual meeting pursuant to the proxy access by-law provision no sooner than October 20, 2020 and no later than November 19, 2020. If the notice is received outside of that time frame, then we are not required to include the nominees in our proxy materials for the 2021 annual meeting.

A stockholder who otherwise intends to present business, other than a stockholder proposal pursuant to Rule 14a-8, or to nominate a director, other than pursuant to our proxy access by-law provision, at the 2021 annual meeting must comply with the requirements set forth in our by-laws. Among other matters, a stockholder must give written notice to our Corporate Secretary not earlier than the close of business on the 120th day and not later than the close of business on the 90th day prior to the first anniversary date of the 2020 annual meeting. Under our by-laws, we must receive notice of a stockholder’s intent to present business, other than pursuant to Rule 14a-8, or to nominate a director, other than pursuant to our proxy access by-law provision, at the 2021 annual meeting no sooner than the close of business on January 1, 2021 and no later than the close of business on January 31, 2021. If the notice is received outside of that time frame, then we are not required to permit the business or the nomination to be presented at the 2021 annual meeting. Nevertheless, if the Board chooses to present such proposal at the 2021 annual meeting, then the persons named in proxies solicited by the Board for the 2021 annual meeting may exercise discretionary voting power with respect to such proposal.

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QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

Where and when is the Annual Meeting?

The annual meeting will be held on Friday, May 1, 2020, at 9:00 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.

Why did I receive a “Notice of Internet Availability of Proxy Materials” but no proxy materials?

We distribute our proxy materials to certain stockholders via the Internet under the “Notice and Access” approach permitted by rules of the SEC. This approach conserves natural resources and reduces our distribution costs, while providing a timely and convenient method of accessing the materials and voting. On or before March 19, 2020, we mailed a Notice of Internet Availability of Proxy Materials to participating stockholders, containing instructions on how to access the proxy materials on the Internet to vote your shares over the Internet or by telephone. You will not receive a printed copy of the proxy materials unless you request them. If you would like to receive a printed copy of our proxy materials, including a printed proxy card on which you may submit your vote by mail, then you should follow the instructions for obtaining a printed copy of our proxy materials contained in the Notice of Internet Availability of Proxy Materials.

What do I need to do to attend the Annual Meeting?

Admission to the Annual Meeting is limited to stockholders as of the close of business on March 6, 2020 and their authorized proxy holders. If you hold your shares in your name as a stockholder of record and you plan to attend the Annual Meeting, you will need proof of ownership of our stock. If your shares are held in the name of a broker, bank or other holder of record and you plan to attend the Annual Meeting, you must present proof of your ownership of our stock, such as a bank or brokerage account statement, to be admitted to the Annual Meeting. In each case, the individual must have a valid government-issued photo identification to be admitted to the Annual Meeting.

For directions to the annual meeting, please write to Corporate Secretary, Whiting Petroleum Corporation, 1700 Lincoln Street, Suite 4700, Denver, Colorado 80203 or call (303) 837-1661.

Who is entitled to vote at the Annual Meeting?

Holders of our common stock at the close of business on March 6, 2020 are entitled to receive the Notice of Annual Meeting of Stockholders and to vote their shares at the Annual Meeting. As of that date, there were 91,772,875 shares of our common stock outstanding and entitled to vote. Each share of common stock is entitled to one vote on each matter properly brought before the Annual Meeting.

What is the difference between holding shares as a stockholder of record and as a beneficial owner?

If your shares are registered in your name with our transfer agent, Computershare, you are the “stockholder of record” of those shares. The Notice of Annual Meeting of Stockholders and this proxy statement and any accompanying materials have been provided directly to you by us.

If your shares are held in a stock brokerage account or by a bank or other holder of record, you are considered the “beneficial owner” of those shares, and the Notice of Annual Meeting of Stockholders and this Proxy Statement and any accompanying documents have been provided to you

52  |  2020 Proxy Statement 

by your broker, bank or other holder of record. As the beneficial owner, you have the right to direct your broker, bank or other holder of record how to vote your shares by using the voting instruction card or by following their instructions for voting by telephone or on the Internet.

How do I vote?

You may vote using any of the following methods:

• By Internet: You can vote over the Internet at www.envisionreports.com/WLL by following the instructions in the Notice of Internet Availability of Proxy Materials or on the proxy card.

• By Telephone: You can vote over the telephone by following the instructions in the Notice of Internet Availability of Proxy Materials or on the proxy card.

• By Mail: If you have requested or received a proxy or voting instruction card by mail, you can vote by completing, signing and dating the accompanying proxy or voting instruction card and returning it in the prepaid envelope. If you are a stockholder of record and return your signed proxy card but do not indicate your voting preferences, the persons named in the proxy card will vote the shares represented by your proxy card as recommended by the Board.

• At the Annual Meeting: Stockholders who attend the Annual Meeting may vote in person at the Annual Meeting. You may also be represented by another person at the Meeting by executing a proper proxy designating that person. If you are a beneficial owner of shares, you must obtain a legal proxy from your broker, bank or other holder of record and present it to the inspectors of election with your ballot to be able to vote at the Annual Meeting.

Internet and telephone voting facilities for stockholders of record will be available 24 hours a day until 1:00 a.m., Eastern Time, on May 1, 2020. The availability of Internet and telephone voting for beneficial owners will depend on the voting processes of your broker, bank or other holder of record. We therefore recommend that you follow the voting instructions in the materials you receive. If you vote by Internet or telephone, you do not have to return your proxy or voting instruction card.

Your vote is important. You can save us the expense of a second mailing by voting promptly.

What can I do if I change my mind after I vote?

Submitting your proxy over the Internet, by telephone or by executing and returning a printed proxy card will not affect your right to attend the Annual Meeting and to vote in person. Presence at the Annual Meeting of a stockholder who has submitted a proxy does not in itself revoke a proxy. If you are a stockholder of record, you can revoke your proxy before it is exercised by:

• giving written notice to the Corporate Secretary of the company;

• delivering a valid, later-dated proxy, or a later-dated vote by telephone or on the Internet, in a timely manner; or

• voting by ballot at the Annual Meeting.

If you are a beneficial owner of shares, you may submit new voting instructions by contacting your broker, bank or other holder of record.

 2020 Proxy Statement  |  53

What is “householding” and how does it affect me?

We have adopted a procedure, approved by the SEC, called “householding.” Under this procedure, stockholders of record who have the same address and last name and receive paper copies of the proxy materials will receive only one copy of our proxy statement, Notice of Internet Availability of Proxy Materials and annual report to stockholders, unless we are notified that one or more of these stockholders wishes to continue receiving individual copies. Householding conserves natural resources and reduces our distribution costs. Stockholders who participate in householding will continue to receive separate proxy cards.

Upon request, we will promptly deliver a separate copy of the proxy statement and annual report to stockholders to any stockholder at a shared address to which a single copy of each document was delivered. For future deliveries of proxy statements and annual reports to stockholders, stockholders may also request us to deliver multiple copies at a shared address to which a single copy of each document was delivered. Stockholders sharing an address who are currently receiving multiple copies of the proxy statement and annual report to stockholders may also request delivery of a single copy upon request. Stockholders may notify us of their requests orally or in writing by contacting Corporate Secretary, Whiting Petroleum Corporation, at 303-837-1661 or 1700 Lincoln Street, Suite 4700, Denver, Colorado 80203.

If you are a beneficial owner, you can request information about householding from your broker, bank or other holder of record.

Can I access the proxy materials and the 2019 annual report on the Internet?

The Notice of Annual Meeting of Stockholders and this proxy statement and our 2019 annual report to stockholders are available on our website at www.whiting.com.

What is a broker non-vote?

If you are a beneficial owner whose shares are held of record by a broker, you must instruct the broker how to vote your shares. If you do not provide voting instructions, your shares will not be voted on any proposal on which the broker does not have discretionary authority to vote. This is called a “broker non-vote.” In these cases, the broker can register your shares as being present at the Annual Meeting for purposes of determining the presence of a quorum but will not be able to vote on those matters for which specific authorization is required under the rules of the NYSE.

If you are a beneficial owner whose shares are held of record by a broker, your broker has discretionary voting authority under NYSE rules to vote your shares on the ratification of the appointment of Deloitte & Touche LLP, even if the broker does not receive voting instructions from you. However, your broker does not have discretionary authority to vote on the election of directors or the approval, by advisory vote, of the compensation of our named executive officers, in which case a broker non-vote will occur, and your shares will not be voted on these matters.

What is a quorum for the Annual Meeting?

The presence of the holders of stock representing a majority of the voting power of all shares of stock issued and outstanding and entitled to vote at the Annual Meeting, in person or represented by proxy, is necessary to constitute a quorum. Abstentions and broker non-votes are counted as present and entitled to vote for purposes of determining a quorum.

54  |  2020 Proxy Statement 

What are the voting requirements to elect the directors and to approve each of the proposals discussed in this proxy statement?

Proposal		Vote Required
1.	Election of directors	Plurality subject to resignation under Majority Voting Policy if votes “withheld” greater than votes “for”
2.	Advisory approval of executive compensation	Majority of votes present and entitled to vote
3.	Ratification of the appointment of Deloitte & Touche LLP	Majority of votes present and entitled to vote

Election of Directors; Majority Vote Policy

Each director will be elected by a plurality of the votes cast at the Annual Meeting (assuming a quorum is present), subject to our Majority Voting Policy. Any shares not voted at the Annual Meeting, whether due to abstentions, broker non-votes or otherwise, will have no impact on the election of the directors.

Pursuant to our Majority Voting Policy, in the absence of a contested election, any nominee for director who receives a greater number of votes “withheld” from his or her election than votes “for” such election must promptly tender his or her resignation to the chairman of the board. The Nominating and Governance Committee of our Board (or, under certain circumstances, another committee appointed by the Board) will promptly consider that resignation and will recommend to the Board whether to accept the tendered resignation or reject it based on all relevant factors. The Board must then act on that recommendation no later than 90 days following the date of an Annual Meeting of Stockholders. Within four days of the Board’s decision, we must disclose the decision in a Current Report on Form 8-K filed with the SEC that includes a full explanation of the process by which the decision was reached and, if applicable, the reasons for rejecting the resignation. The Majority Voting Policy is available in Appendix C to our Corporate Governance Guidelines on our website at www.whiting.com.

Approval, by Advisory Vote, of the Compensation of Our Named Executive Officers

The affirmative vote of the holders of a majority of the shares having voting power present in person or represented by proxy at the Annual Meeting (assuming a quorum is present) is required for the approval, by advisory vote, of the compensation of our named executive officers as disclosed in this proxy statement. Broker non-votes will have no effect on approval of the resolution, but abstentions will act as a vote against approval of the resolution.

Ratification of the Appointment of Deloitte & Touche LLP

The affirmative vote of the holders of a majority of the shares having voting power present in person or represented by proxy at the Annual Meeting (assuming a quorum is present) is required for the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2020. Abstentions will act as a vote against ratification of the appointment.

How will my shares be voted at the Annual Meeting?

If you submit your proxy over the Internet or by telephone, or you request a printed proxy card and properly execute and return the proxy card by mail, then the persons named as proxies will vote the shares represented by your proxy according to your instructions. If you request a printed proxy card,

 2020 Proxy Statement  |  55

and properly execute and return the proxy card by mail, but do not mark voting instructions on the proxy card, then the persons named as proxies will vote:

• FOR the election of each of the director nominees named in this proxy statement;

• FOR the approval, by advisory vote, of the compensation of our named executive officers as disclosed in this proxy statement; and

• FOR the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2020.

Could other matters be decided at the Annual Meeting?

Other than the election of two directors, the advisory vote on the compensation of our named executive officers and the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2020, the Board has no knowledge of any other matters to be presented for action by the stockholders at the Annual Meeting. However, if you return your signed and completed proxy card or vote by telephone or on the Internet and any other business or matters properly shall come before the Annual Meeting, then the persons named as proxies in the form of proxy will vote the shares represented by each proxy in accordance with their judgment on such matters.

Who will pay for the cost of this proxy solicitation?

We will pay the cost of soliciting proxies. Proxies may be solicited on our behalf by our directors, officers or employees in person or by telephone, mail, electronic transmission and/or facsimile transmission. We will also reimburse brokers and other nominees for their reasonable expenses in communicating with the persons for whom they hold our common stock.

Who will count the votes?

Representatives of our transfer agent, Computershare, will tabulate the votes and act as inspectors of election.

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		Your vote matters – here’s how to vote! You may vote online or by phone instead of mailing this card.
			Votes submitted electronically must be received by 1:00 AM Eastern Time on May 1, 2020.
			Online Go to www.envisionreports.com/WLL or scan the QR code – login details are located in the shaded bar below.
			Phone Call toll free 1-800-652-VOTE (8683) within the USA, US territories and Canada
Using a black ink pen, mark your votes with an X as shown in  this example. Please do not write outside the designated areas.	☒		Save paper, time and money! Sign up for electronic delivery at www.envisionreports.com/WLL

q  IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.  q

 A  Proposals – The Board of Directors recommends a vote FOR all the nominees listed in Proposal 1, and FOR Proposals 2 and 3.

1. Election of Directors:
	01 - Michael G. Hutchinson*	For ☐	Withhold ☐	02 - Carin S. Knickel*	For ☐	Withhold ☐

* to elect two directors to hold office until the 2023 annual meeting of stockholders and until their successors are duly elected and qualified;

2.	To approve, by advisory vote, the compensation of our named executive officers as disclosed in the accompanying proxy statement;	For ☐	Against ☐	Abstain ☐	3.	To ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for 2020.	For ☐	Against ☐	Abstain ☐
4.	In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting or any adjournments or postponements thereof.

 B  Authorized Signatures – This section must be completed for your vote to be counted. – Date and Sign Below

Please sign exactly as the name appears hereon. When shares are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by President or other authorized officer. If a partnership, please sign in partnership name by an authorized person.

Date (mm/dd/yyyy) – Please print date below.	Signature 1 – Please keep signature within the box.	Signature 2 – Please keep signature within the box.
/        /

03748B

    Small steps make an impact. Help the environment by consenting to receive electronic delivery, sign up at www.envisionreports.com/WLL       

q  IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.  q

2020 ANNUAL MEETING OF STOCKHOLDERS

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Bradley J. Holly and Bruce R. DeBoer, and each of them, as proxies, with full power of substitution (to act jointly or if only one acts then by that one), for the undersigned at the Annual Meeting of Stockholders of Whiting Petroleum Corporation to be held on Friday, May 1, 2020, at 9:00 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, or any adjournments or postponements thereof, to vote thereat as designated on the reverse side of this card all of the shares of Common Stock of Whiting Petroleum Corporation held of record by the undersigned on March 6, 2020 as fully and with the same effect as the undersigned might or could do if personally present at said Annual Meeting or any adjournments or postponements thereof, hereby revoking any other proxy heretofore executed by the undersigned for such Annual Meeting.

This proxy when properly executed will be voted in the manner directed herein by the undersigned stockholder. If no direction is made, this proxy will be voted FOR the election of the director nominees listed, FOR the approval of the advisory resolution on compensation of named executive officers, and FOR the ratification of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for 2020.

PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY.

 C Non-Voting Items

Change of Address – Please print new address below.	Meeting Attendance
	Mark box to the right if you plan to attend the Annual Meeting.	☐

    

 

Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. ☒

q  IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.  q

 A  Proposals – The Board of Directors recommends a vote FOR all the nominees listed in Proposal 1, and FOR Proposals 2 and 3.

1. Election of Directors:
01 - Michael G. Hutchinson*	For ☐	Withhold ☐	02 - Carin S. Knickel*	For     ☐	Withhold ☐
* to elect two directors to hold office until the 2023 annual meeting of stockholders and until their successors are duly elected and qualified;

2.	To approve, by advisory vote, the compensation of our named executive officers as disclosed in the accompanying proxy statement;	For ☐	Against ☐	Abstain ☐	3.	To ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for 2020.	For ☐	Against ☐	Abstain ☐
4.	In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting or any adjournments or postponements thereof.

 B  Authorized Signatures – This section must be completed for your vote to be counted. – Date and Sign Below

Please sign exactly as the name appears hereon. When shares are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by President or other authorized officer. If a partnership, please sign in partnership name by an authorized person.

Date (mm/dd/yyyy) – Please print date below.	Signature 1 – Please keep signature within the box.	Signature 2 – Please keep signature within the box.
/        /

	03749B

q  IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.  q

2020 ANNUAL MEETING OF STOCKHOLDERS

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Bradley J. Holly and Bruce R. DeBoer, and each of them, as proxies, with full power of substitution (to act jointly or if only one acts then by that one), for the undersigned at the Annual Meeting of Stockholders of Whiting Petroleum Corporation to be held on Friday, May 1, 2020, at 9:00 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, or any adjournments or postponements thereof, to vote thereat as designated on the reverse side of this card all of the shares of Common Stock of Whiting Petroleum Corporation held of record by the undersigned on March 6, 2020 as fully and with the same effect as the undersigned might or could do if personally present at said Annual Meeting or any adjournments or postponements thereof, hereby revoking any other proxy heretofore executed by the undersigned for such Annual Meeting.

This proxy when properly executed will be voted in the manner directed herein by the undersigned stockholder. If no direction is made, this proxy will be voted FOR the election of the director nominees listed, FOR the approval of the advisory resolution on compensation of named executive officers, and FOR the ratification of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for 2020.

PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY.