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Pay vs Performance Disclosure - USD ($)
2 Months Ended 12 Months Ended
Dec. 31, 2020
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Pay vs Performance Disclosure [Table]        
Pay vs Performance [Table Text Block]  

As required by Item 402(v) of Regulation S-K, we are providing the following information regarding the relationship between executive compensation and the Company’s financial performance for applicable years. The following table summarizes compensation values reported in the Summary Compensation Table for our principal executive officer (“PEO”) and the average for our other NEOs, as compared to “compensation actually paid” and the Company's financial performance for the years ended December 31, 2022, 2021 and 2020. In determining the “compensation actually paid” to our NEOs, we are required to make various adjustments to amounts that have been previously reported in the Summary Compensation Table in previous years, as the SEC’s valuation methods for this section differ from those required in the Summary Compensation Table. “Compensation actually paid” includes payments made to executives during the applicable year such as salary, performance bonus, and various benefits. However, the SEC’s valuation methods for this section emphasize the changes in fair value of equity awards under applicable financial accounting standards, and as such, references to “compensation actually paid” below reflects the change in equity award values on the applicable calculation dates and does not necessarily reflect what our NEOs received year-to-year.

 

 

 

 

 

 

Year

 

 

 

Summary Compensation Table Total for PEO(1)

 

 

 

 

Compensation Actually Paid to PEO(2)

 

 

 

Average Summary Compensation Table Total for Non-PEO NEOs(1)

 

 

 

Average Compensation Actually Paid to Non-PEO NEOs(2)

 

 

Value of Initial Fixed $100 Investment Based On:

 

 

 

Net Income (Loss)(5)

(millions)

 

 

Before-Tax Free Cash Flow(6)

(millions)

 

TSR(3)

Peer Group TSR(4)

(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

(i)

2022

$2,807,749

$3,368,621

$1,382,810

$1,448,173

$296.45

$388.55

$524

$360

2021

$17,583,281

$30,872,890

$4,834,140

$8,066,445

$285.97

$276.93

$625

$458

2020(7)

2020(8)

$47,529

$21,520,647

$47,529

$16,120,640

$4,549,943

$3,264,927

$157.27

$123.98

$(125)

n/a

 

(1)
The PEO and the non-PEO NEOs for each year are as follows:
2022 and 2021: PEO – Mark A. McFarland; Non-PEOs – Francisco J. Leon, Jay A. Bys, Shawn M. Kerns, Michael L. Preston
2020: PEOs – Mark A. McFarland ("PEO 1" below) and Todd A. Stevens ("PEO 2" below); Non-PEOs – Francisco J. Leon, Marshall D. Smith, Charles F. Weiss, Shawn M. Kerns, Darren Williams
(2)
The following tables reconcile the Summary Compensation Table totals to the Compensation Actually Paid totals:

 

 

 

 

 

 

 

 

 

2020

 

 

 

2022

 

 

2021

 

 

PEO 1

 

 

PEO 2

 

PEO Summary Compensation Table Totals

 

$

2,807,749

 

 

$

17,583,281

 

 

$

47,529

 

 

$

21,520,647

 

Add (Subtract):

 

 

 

 

 

 

 

 

 

 

 

 

Fair value of equity awards granted during the year
   from the Summary Compensation Table

 

-

 

 

 

(14,132,218

)

 

-

 

 

 

(5,400,007

)

Fair value at year end of equity awards granted during
   the year

 

-

 

 

 

27,421,827

 

 

-

 

 

-

 

Change in fair value of equity awards granted in prior
   years that were unvested as of the end of the year

 

 

429,078

 

 

-

 

 

-

 

 

-

 

Change in fair value of equity awards granted in prior
   years that vested during the year

 

 

131,793

 

 

-

 

 

-

 

 

-

 

Total Equity Award Related Adjustments

 

 

560,872

 

 

 

13,289,609

 

 

-

 

 

 

(5,400,007

)

Compensation Actually Paid Totals

 

$

3,368,621

 

 

$

30,872,890

 

 

$

47,529

 

 

$

16,120,640

 

 

 

 

2022

 

 

2021

 

 

2020

 

Non-PEO NEOs Summary Compensation Table Totals

 

$

1,382,810

 

 

$

4,834,140

 

 

$

4,549,943

 

Add (Subtract):

 

 

 

 

 

 

 

 

 

Fair value of equity awards granted during the year
   from the Summary Compensation Table

 

 

-

 

 

 

(3,402,256

)

 

 

(1,285,016

)

Fair value at year end of equity awards granted during
   the year

 

 

-

 

 

 

6,634,561

 

 

 

-

 

Change in fair value of equity awards granted in prior
   years that were unvested as of the end of the year

 

 

104,303

 

 

 

-

 

 

 

-

 

Change in fair value of equity awards granted in prior
   years that vested during the year

 

 

(38,940

)

 

 

-

 

 

 

-

 

Total Equity Award Related Adjustments

 

 

65,363

 

 

 

3,232,305

 

 

 

(1,285,016

)

Compensation Actually Paid Totals

 

$

1,448,173

 

 

$

8,066,445

 

 

$

3,264,927

 

 

(3)
We emerged from bankruptcy in 2020, therefore certain financial information is only available for portions of the 2020 year following that emergence. Our TSR for 2020 is for the period October 28, 2020 through December 31, 2020, following our emergence from bankruptcy on October 27, 2020.
(4)
Peer Group TSR is for the 2022 peer group used for Item 201(e) of Reg S-K as shown in our Annual Report.

 

Our 2022 peer group consisted of Antero Resources Corporation; Berry Corporation; Callon Petroleum Company; Chord Energy Corporation (the combination of Oasis Petroleum Inc. and Whiting Petroleum Corporation which merged in 2022); Comstock Resources Inc.; Coterra Energy Inc.; Crescent Energy Company; Denbury Inc.; Kosmos Energy Ltd.; Magnolia Oil & Gas Corp; Matador Resources Company; Murphy Oil Corporation; PDC Energy, Inc.; Range Resources Corporation; SM Energy Company; Southwestern Energy Company; Talos Energy Inc.; and Vermilion Energy Inc.

 

(5)
Net Loss for 2020 is for the period November 1, 2020 – December 31, 2020.
(6)
Before-Tax Free Cash Flow is a non-GAAP measure described above in the AIP Scorecard Metrics section of the Compensation Discussion and Analysis section above. See also Annex A for a reconciliation to the nearest GAAP measure.
(7)
information shown for PEO McFarland, who became PEO on December 31, 2020.
(8)
Information shown for PEO Stevens, who was PEO until December 31, 2020.
   
Company Selected Measure Name   Before-Tax Free Cash Flow    
Named Executive Officers, Footnote [Text Block]  
(1)
The PEO and the non-PEO NEOs for each year are as follows:
2022 and 2021: PEO – Mark A. McFarland; Non-PEOs – Francisco J. Leon, Jay A. Bys, Shawn M. Kerns, Michael L. Preston
2020: PEOs – Mark A. McFarland ("PEO 1" below) and Todd A. Stevens ("PEO 2" below); Non-PEOs – Francisco J. Leon, Marshall D. Smith, Charles F. Weiss, Shawn M. Kerns, Darren Williams
   
Peer Group Issuers, Footnote [Text Block]  
(4)
Peer Group TSR is for the 2022 peer group used for Item 201(e) of Reg S-K as shown in our Annual Report.

 

Our 2022 peer group consisted of Antero Resources Corporation; Berry Corporation; Callon Petroleum Company; Chord Energy Corporation (the combination of Oasis Petroleum Inc. and Whiting Petroleum Corporation which merged in 2022); Comstock Resources Inc.; Coterra Energy Inc.; Crescent Energy Company; Denbury Inc.; Kosmos Energy Ltd.; Magnolia Oil & Gas Corp; Matador Resources Company; Murphy Oil Corporation; PDC Energy, Inc.; Range Resources Corporation; SM Energy Company; Southwestern Energy Company; Talos Energy Inc.; and Vermilion Energy Inc.

   
PEO Total Compensation Amount   $ 2,807,749 $ 17,583,281  
PEO Actually Paid Compensation Amount   $ 3,368,621 30,872,890  
Adjustment To PEO Compensation, Footnote [Text Block]  
(2)
The following tables reconcile the Summary Compensation Table totals to the Compensation Actually Paid totals:

 

 

 

 

 

 

 

 

 

2020

 

 

 

2022

 

 

2021

 

 

PEO 1

 

 

PEO 2

 

PEO Summary Compensation Table Totals

 

$

2,807,749

 

 

$

17,583,281

 

 

$

47,529

 

 

$

21,520,647

 

Add (Subtract):

 

 

 

 

 

 

 

 

 

 

 

 

Fair value of equity awards granted during the year
   from the Summary Compensation Table

 

-

 

 

 

(14,132,218

)

 

-

 

 

 

(5,400,007

)

Fair value at year end of equity awards granted during
   the year

 

-

 

 

 

27,421,827

 

 

-

 

 

-

 

Change in fair value of equity awards granted in prior
   years that were unvested as of the end of the year

 

 

429,078

 

 

-

 

 

-

 

 

-

 

Change in fair value of equity awards granted in prior
   years that vested during the year

 

 

131,793

 

 

-

 

 

-

 

 

-

 

Total Equity Award Related Adjustments

 

 

560,872

 

 

 

13,289,609

 

 

-

 

 

 

(5,400,007

)

Compensation Actually Paid Totals

 

$

3,368,621

 

 

$

30,872,890

 

 

$

47,529

 

 

$

16,120,640

 

   
Non-PEO NEO Average Total Compensation Amount   $ 1,382,810 4,834,140 $ 4,549,943
Non-PEO NEO Average Compensation Actually Paid Amount   $ 1,448,173 8,066,445 3,264,927
Adjustment to Non-PEO NEO Compensation Footnote [Text Block]  

 

 

2022

 

 

2021

 

 

2020

 

Non-PEO NEOs Summary Compensation Table Totals

 

$

1,382,810

 

 

$

4,834,140

 

 

$

4,549,943

 

Add (Subtract):

 

 

 

 

 

 

 

 

 

Fair value of equity awards granted during the year
   from the Summary Compensation Table

 

 

-

 

 

 

(3,402,256

)

 

 

(1,285,016

)

Fair value at year end of equity awards granted during
   the year

 

 

-

 

 

 

6,634,561

 

 

 

-

 

Change in fair value of equity awards granted in prior
   years that were unvested as of the end of the year

 

 

104,303

 

 

 

-

 

 

 

-

 

Change in fair value of equity awards granted in prior
   years that vested during the year

 

 

(38,940

)

 

 

-

 

 

 

-

 

Total Equity Award Related Adjustments

 

 

65,363

 

 

 

3,232,305

 

 

 

(1,285,016

)

Compensation Actually Paid Totals

 

$

1,448,173

 

 

$

8,066,445

 

 

$

3,264,927

 

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

PEO

 

From 2021 to 2022, compensation actually paid to the PEO decreased by $27,504,269 or (89%). Over this same period, the Company’s TSR increased by 3.7%, net income decreased by 16.2%, and before-tax free cash flow decreased by 21.4%. The key factor that drove the decrease in compensation actually paid to our PEO was due to the timing of equity award grants. The PEO received an equity award in 2021 following the Company’s emergence from bankruptcy whereas a similar grant was not made in 2022.

 

From 2020 to 2021, compensation actually paid to the PEO increased by $30,825,361 or 648.6%. Over this same period, the Company’s TSR increased by 81.8% and net income increased by over 600%. The key factors that drove the changes in compensation actually paid were the transition to a new PEO on December 31, 2020, the timing of the equity award grants in 2021 following the Company’s emergence from

bankruptcy and the positive stock price performance for the Company in 2021 which impacted the PEO equity award values as shown in the table.

 

Since a substantial majority of the compensation paid to the PEO during 2021 and 2022 was equity-based, the compensation actually paid is directly linked to increases or decreases in the Company’s stock price.

 

Non-PEOs

 

From 2021 to 2022, compensation actually paid to the Non-PEOs decreased by $6,618,272 or 82%. Over this same period, the Company’s TSR increased by 3.7%, net income decreased by 16.2%, and before-tax free cash flow decreased by 21.4%. The key factor that drove the decline in compensation actually paid in 2022 from the prior period was the timing of equity award grants. The non-PEOs did not receive equity awards in 2022; however, equity awards were granted in 2021 following the Company’s emergence from bankruptcy on October 27, 2020.

 

From 2020 to 2021, compensation actually paid to the Non-PEOs increased by $4,801,518 or 147%. Over this same period, the Company’s TSR increased by 81.8%, net income increased by over 600%. The key factors that drove the changes in compensation paid were the equity grants in 2021 following the Company’s emergence from bankruptcy and the positive stock price performance for the Company in 2021, which impacted the Non-PEO equity award values as shown in the table.

 

Since a majority of the compensation paid to the non-PEOs during 2021 and 2022 was equity-based, the compensation actually paid is directly linked to increases or decreases in the Company’s stock price.

   
Compensation Actually Paid vs. Net Income [Text Block]  

PEO

 

From 2021 to 2022, compensation actually paid to the PEO decreased by $27,504,269 or (89%). Over this same period, the Company’s TSR increased by 3.7%, net income decreased by 16.2%, and before-tax free cash flow decreased by 21.4%. The key factor that drove the decrease in compensation actually paid to our PEO was due to the timing of equity award grants. The PEO received an equity award in 2021 following the Company’s emergence from bankruptcy whereas a similar grant was not made in 2022.

 

From 2020 to 2021, compensation actually paid to the PEO increased by $30,825,361 or 648.6%. Over this same period, the Company’s TSR increased by 81.8% and net income increased by over 600%. The key factors that drove the changes in compensation actually paid were the transition to a new PEO on December 31, 2020, the timing of the equity award grants in 2021 following the Company’s emergence from

bankruptcy and the positive stock price performance for the Company in 2021 which impacted the PEO equity award values as shown in the table.

 

Since a substantial majority of the compensation paid to the PEO during 2021 and 2022 was equity-based, the compensation actually paid is directly linked to increases or decreases in the Company’s stock price.

 

Non-PEOs

 

From 2021 to 2022, compensation actually paid to the Non-PEOs decreased by $6,618,272 or 82%. Over this same period, the Company’s TSR increased by 3.7%, net income decreased by 16.2%, and before-tax free cash flow decreased by 21.4%. The key factor that drove the decline in compensation actually paid in 2022 from the prior period was the timing of equity award grants. The non-PEOs did not receive equity awards in 2022; however, equity awards were granted in 2021 following the Company’s emergence from bankruptcy on October 27, 2020.

 

From 2020 to 2021, compensation actually paid to the Non-PEOs increased by $4,801,518 or 147%. Over this same period, the Company’s TSR increased by 81.8%, net income increased by over 600%. The key factors that drove the changes in compensation paid were the equity grants in 2021 following the Company’s emergence from bankruptcy and the positive stock price performance for the Company in 2021, which impacted the Non-PEO equity award values as shown in the table.

 

Since a majority of the compensation paid to the non-PEOs during 2021 and 2022 was equity-based, the compensation actually paid is directly linked to increases or decreases in the Company’s stock price.

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

PEO

 

From 2021 to 2022, compensation actually paid to the PEO decreased by $27,504,269 or (89%). Over this same period, the Company’s TSR increased by 3.7%, net income decreased by 16.2%, and before-tax free cash flow decreased by 21.4%. The key factor that drove the decrease in compensation actually paid to our PEO was due to the timing of equity award grants. The PEO received an equity award in 2021 following the Company’s emergence from bankruptcy whereas a similar grant was not made in 2022.

 

From 2020 to 2021, compensation actually paid to the PEO increased by $30,825,361 or 648.6%. Over this same period, the Company’s TSR increased by 81.8% and net income increased by over 600%. The key factors that drove the changes in compensation actually paid were the transition to a new PEO on December 31, 2020, the timing of the equity award grants in 2021 following the Company’s emergence from

bankruptcy and the positive stock price performance for the Company in 2021 which impacted the PEO equity award values as shown in the table.

 

Since a substantial majority of the compensation paid to the PEO during 2021 and 2022 was equity-based, the compensation actually paid is directly linked to increases or decreases in the Company’s stock price.

 

Non-PEOs

 

From 2021 to 2022, compensation actually paid to the Non-PEOs decreased by $6,618,272 or 82%. Over this same period, the Company’s TSR increased by 3.7%, net income decreased by 16.2%, and before-tax free cash flow decreased by 21.4%. The key factor that drove the decline in compensation actually paid in 2022 from the prior period was the timing of equity award grants. The non-PEOs did not receive equity awards in 2022; however, equity awards were granted in 2021 following the Company’s emergence from bankruptcy on October 27, 2020.

 

From 2020 to 2021, compensation actually paid to the Non-PEOs increased by $4,801,518 or 147%. Over this same period, the Company’s TSR increased by 81.8%, net income increased by over 600%. The key factors that drove the changes in compensation paid were the equity grants in 2021 following the Company’s emergence from bankruptcy and the positive stock price performance for the Company in 2021, which impacted the Non-PEO equity award values as shown in the table.

 

Since a majority of the compensation paid to the non-PEOs during 2021 and 2022 was equity-based, the compensation actually paid is directly linked to increases or decreases in the Company’s stock price.

   
Total Shareholder Return Vs Peer Group [Text Block]  

Company TSR versus Peer Group TSR

 

Our peer group changed from 2021 to 2022. We added Crescent Energy Company which is a newly formed company with similar market capitalization and operations. We also added Talos Energy Inc. to our peer group due to its similar financial, operational and strategic metrics as well as its presence in the carbon sequestration sector in the United States.

 

The relationship of our TSR to the two peer groups as of December 31 for each year presented in the table below:

 

Year

Our TSR

2022 Peer Group TSR

2021 Peer Group TSR

2022

$296.45

$388.55

$394.74

2021

$285.97

$276.93

$279.94

2020

$157.27

$123.98

$123.79

   
Tabular List [Table Text Block]  

Disclosure of Most Important Performance Measures for Fiscal Year 2022

 

The following unranked performance measures for fiscal year 2022 were the most important performance measures the Company used to link executive compensation actually paid to our PEO and Non-PEOs during the last fiscal year to company performance.

 

Most Important Performance Measures

Before-Tax Free Cash Flow (as described in the Compensation Discussion and Analysis section above)

Adjusted EBITDAX (as described in the Compensation Discussion and Analysis section above)

Capital Efficiency (as described in the Compensation Discussion and Analysis section above)

Controllable Costs (as described in the Compensation Discussion and Analysis section above)

Carbon Emissions Deals (as described in the Compensation Discussion and Analysis section above)

   
Total Shareholder Return Amount   $ 296.45 285.97 157.27
Peer Group Total Shareholder Return Amount   388.55 276.93 $ 123.98
Net Income (Loss) $ (125,000,000) $ 524,000,000 $ 625,000,000  
Company Selected Measure Amount   360,000,000 458,000,000  
PEO Name   Mark A. McFarland Mark A. McFarland Mark A. McFarland ("PEO 1" below) and Todd A. Stevens ("PEO 2" below)
Measure [Axis]: 1        
Pay vs Performance Disclosure [Table]        
Measure Name   Before-Tax Free Cash Flow    
Non-GAAP Measure Description [Text Block]  
(6)
Before-Tax Free Cash Flow is a non-GAAP measure described above in the AIP Scorecard Metrics section of the Compensation Discussion and Analysis section above. See also Annex A for a reconciliation to the nearest GAAP measure.
   
Measure [Axis]: 2        
Pay vs Performance Disclosure [Table]        
Measure Name   Adjusted EBITDAX    
Measure [Axis]: 3        
Pay vs Performance Disclosure [Table]        
Measure Name   Capital Efficiency    
Measure [Axis]: 4        
Pay vs Performance Disclosure [Table]        
Measure Name   Controllable Costs    
Measure [Axis]: 5        
Pay vs Performance Disclosure [Table]        
Measure Name   Carbon Emissions Deals    
Mark A. McFarland [Member]        
Pay vs Performance Disclosure [Table]        
PEO Total Compensation Amount       $ 47,529
PEO Actually Paid Compensation Amount       47,529
Todd A. Stevens [Member]        
Pay vs Performance Disclosure [Table]        
PEO Total Compensation Amount       21,520,647
PEO Actually Paid Compensation Amount       16,120,640
PEO [Member] | Fair Value of Equity Awards Granted During Year [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount     $ (14,132,218)  
PEO [Member] | Fair Value at Year End of Equity Awards Granted During Year [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount     27,421,827  
PEO [Member] | Change in Fair Value of Equity Awards Granted in Prior Years that Were Unvested as of End of Year [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount   $ 429,078    
PEO [Member] | Change in Fair Value of Equity Awards Granted in Prior Years that Vested During Year [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount   131,793    
PEO [Member] | Equity Award Related Adjustments [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount   560,872 13,289,609  
PEO [Member] | Todd A. Stevens [Member] | Fair Value of Equity Awards Granted During Year [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount       (5,400,007)
PEO [Member] | Todd A. Stevens [Member] | Equity Award Related Adjustments [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount       (5,400,007)
Non-PEO NEO [Member] | Fair Value of Equity Awards Granted During Year [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount     (3,402,256) (1,285,016)
Non-PEO NEO [Member] | Fair Value at Year End of Equity Awards Granted During Year [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount     6,634,561  
Non-PEO NEO [Member] | Change in Fair Value of Equity Awards Granted in Prior Years that Were Unvested as of End of Year [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount   104,303    
Non-PEO NEO [Member] | Change in Fair Value of Equity Awards Granted in Prior Years that Vested During Year [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount   (38,940)    
Non-PEO NEO [Member] | Equity Award Related Adjustments [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount   $ 65,363 $ 3,232,305 $ (1,285,016)