NORTHERN OIL AND GAS INC (NOG)
Sector: Energy
2026 Annual Meeting Analysis
NORTHERN OIL AND GAS INC · Meeting: May 21, 2026
Directors FOR
5
Directors AGAINST
2
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Mr. Akradi is the sitting CEO of Life Time Group Holdings (a public company) and simultaneously serves as non-executive Chairperson of NOG, which means he holds at least 2 outside public board seats as a sitting CEO, triggering our overboarding rule; additionally, NOG's 3-year stock return of -2.9% trails the company-disclosed peer group median of +17.8% by 20.7 percentage points, which meets the 20pp threshold for directors with negative absolute 3-year returns, but the strong 5-year return of +179.3% vs peer median of +67.8% (a gap of +111.5pp, well within the threshold) means the 5-year mitigant would otherwise downgrade the TSR trigger to FOR — however, the overboarding concern independently warrants an AGAINST vote.
Mr. O'Grady was added to the board in December 2024 (less than 24 months ago), which would normally exempt a new director from the TSR trigger; however, as the sitting CEO since January 2020, he bears direct executive accountability for the company's 3-year stock underperformance — NOG's -2.9% 3-year return trails the peer group median of +17.8% by 20.7 percentage points, meeting the trigger threshold — and the policy explicitly states that executive directors are subject to the same TSR trigger as other directors; the 5-year mitigant (strong +179.3% 5-year return) provides some context but does not eliminate concerns about the CEO's responsibility for the recent underperformance period; this AGAINST vote is independent of the Say on Pay determination.
For Analysis
Ms. Bromiley has served since September 2007 and while the 3-year TSR trigger fires (NOG -2.9% vs peer median +17.8%, gap of -20.7pp), the 5-year TSR of +179.3% vs peer median +67.8% (gap of +111.5pp) does not exceed the applicable threshold, indicating the underperformance is a recent development against a strong long-term track record, so the vote is downgraded to FOR; she also brings strong relevant financial expertise as a CPA and former public company CFO.
Mr. Frantz has served since August 2016 and while the 3-year TSR trigger fires, the 5-year TSR mitigant applies (NOG's 5-year return of +179.3% substantially outperforms the peer median of +67.8%), indicating recent underperformance against a solid longer-term track record; he brings relevant investment and finance experience appropriate for an energy company board.
Mr. Kimble joined in July 2022, which is less than 24 months before the 3-year measurement period would have been underway, providing a near-exemption from full accountability for prior underperformance; additionally the 5-year mitigant applies given NOG's strong 5-year return, and he brings substantial audit and energy sector expertise as a former KPMG senior partner and serves as the audit committee financial expert.
Mr. Lasher has served since March 2020 and while the 3-year TSR trigger fires, the 5-year TSR mitigant applies (NOG's +179.3% 5-year return vs peer median +67.8% does not breach the threshold), suggesting the recent 3-year underperformance is transient against an otherwise strong track record; he brings broad business, accounting, and investment experience.
Ms. Pomerantz has served since December 2021 and while the 3-year TSR trigger fires, the 5-year TSR mitigant applies given NOG's strong 5-year return of +179.3% vs the peer median of +67.8%, indicating the 3-year underperformance is a recent development rather than a sustained failure; she brings relevant energy industry and investment management expertise.
Of the seven director nominees, we vote FOR five and AGAINST two. Mr. Akradi is opposed due to overboarding — as the sitting CEO of Life Time Group Holdings, he holds at least two outside public board seats, violating our policy ceiling for sitting CEOs regardless of the TSR mitigant. Mr. O'Grady is opposed as CEO-director because he bears direct executive accountability for NOG's 3-year stock underperformance of -20.7 percentage points versus the peer group median, meeting the trigger threshold. For the remaining five directors, the 3-year TSR trigger technically fires but the strong 5-year record (NOG +179.3% vs peer median +67.8%) activates the 5-year mitigant, downgrading those votes to FOR.
Say on Pay
✓ FORCEO
Nicholas O’Grady
Total Comp
$5,602,413
Prior Support
90%%
CEO total compensation of $5,602,413 is reasonable for a $2.8B energy company and the pay structure is heavily weighted toward variable, performance-linked pay — roughly 83% of CEO target compensation is variable (performance stock awards tied to 3-year absolute and relative total shareholder return, plus a performance cash bonus), well above the 50-60% threshold required by our policy. The short-term incentive plan uses measurable financial metrics (Adjusted EBITDA and Return on Capital Employed) with clear targets, and the long-term plan uses multi-year relative and absolute stock return goals that tie executive outcomes directly to shareholder outcomes; notably, the 2023 absolute TSR awards were forfeited entirely because the stock did not meet threshold, demonstrating that the incentive structure actually works. Prior year Say on Pay support was approximately 90%, well above the 70% threshold that would require a response, and the company has a clawback policy in place.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$2,232,115
Non-Audit Fees
$82,875
Non-audit fees (tax fees of $82,875) represent approximately 3.7% of audit fees ($2,232,115), well below the 50% threshold that would trigger a concern about auditor independence; Deloitte is a Big 4 firm appropriate for a $2.8B company; auditor tenure is not disclosed in the proxy so no tenure trigger can fire, and there are no disclosed material financial restatements.
Overall Assessment
NOG's 2026 annual meeting presents a generally well-structured executive compensation program with meaningful performance conditions and strong prior shareholder support, supporting a FOR vote on Say on Pay. On the director slate, we vote FOR five of seven nominees but AGAINST Chairperson Akradi (overboarding as a sitting CEO with multiple public board seats) and CEO-director O'Grady (executive accountability for 3-year stock underperformance versus peers); for the remaining five directors the company's strong 5-year return activates the policy's mitigant that converts the 3-year TSR trigger to a FOR vote. The auditor ratification is straightforward with minimal non-audit fees and a Big 4 firm appropriate for the company's size.
Compensation Peer Group
16 companies disclosed in 2026 proxy filing