cpe-20231231

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

Amendment No. 1

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ____________

Commission File Number 001-14039

Callon Petroleum Company

(Exact Name of Registrant as Specified in Its Charter)

_______________________________________________


Delaware		64-0844345
State or Other Jurisdiction of Incorporation or Organization		I.R.S. Employer Identification No.

One Briarlake Plaza
2000 W. Sam Houston Parkway S., Suite 2000
Houston,	Texas	77042
Address of Principal Executive Offices		Zip Code

281-589-5200

(Registrant’s Telephone Number, Including Area Code)


Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common Stock, $0.01 par value	CPE	New York Stock Exchange
	Securities registered pursuant to section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of June 30, 2023 was approximately $2.1 billion.

The registrant had 66,508,277 shares of common stock outstanding as of February 16, 2024.

Auditor Name:

Grant Thornton LLP

Auditor Location:

Houston, Texas

Audit Firm ID:

248

DOCUMENTS INCORPORATED BY REFERENCE

None.

EXPLANATORY NOTE

This Amendment No. 1 (“Amendment No. 1”) to the Annual Report on Form 10-K of Callon Petroleum Company for the fiscal year ended December 31, 2023, which was filed with the Securities and Exchange Commission (the “SEC”) on February 26, 2024 (the “Original Report”), is being filed solely to include in the Original Report the information required by Part III (Items 10, 11, 12, 13 and 14) of Form 10-K. This information was previously omitted from the Original Report in reliance on General Instruction G(3) to Form 10-K, which permits the above-referenced Items to be incorporated in the Original Report by reference from a definitive proxy statement filed no later than 120 days after December 31, 2023. We are filing this Amendment No. 1 to include Part III information in our Original Report because we will not file a definitive proxy statement containing this information within 120 days after the end of the fiscal year covered by the Original Report. As used herein, the “Company,” “Callon,” “we,” “us,” and “our” refer to Callon Petroleum Company and its predecessors and subsidiaries unless the context requires otherwise.

This Amendment No. 1 amends and restates in their entirety Items 10 through 14 of the Original Report. As required by Rule 12b-15 under the Securities Exchange Act of 1934 (the “Exchange Act”), new certificates of our chief executive officer and chief financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 are being filed as exhibits to this Amendment No. 1. Because this Amendment No. 1 does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4, and 5 of the certifications have been omitted. Because no financial statements are contained within this Amendment No. 1, we are not including certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Except as otherwise expressly noted herein, this Amendment No. 1 does not amend any other information set forth in the Original Report, and we have not updated disclosures contained therein to reflect any events that occurred at a date subsequent to the date of the filing of the Original Report. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Report and our other filings with the SEC. Certain capitalized terms used and not otherwise defined in this Amendment No. 1 have the meanings given to them in the Original Report.

TABLE OF CONTENTS


PART III			4
Item 10. Directors, Executive Officers and Corporate Governance			4
I tem 11. Executive Compensation			16
I tem 12 . Security Ownership of Certain Benef icial Owners and Management and Related Stockholder Matters			41
Item 13. Certain Relationships and Related Transactions and Director Independence			44
I tem 14. Principal Accountant Fees and Services			45
P ART IV			46
I tem 1 5 . Exhibits and Financial Statement Schedules			46
Signatures			49
APPENDIX A			50

PART III

ITEM 10. Directors, Executive Officers and Corporate Governance

Executive Officers of the Registrant


Joseph C. Gatto, Jr.
			President, Chief Executive Officer and Director Joseph C. Gatto, Jr. has served the Company as Chief Executive Officer since May 2017 and as a Director since May 2018. Mr. Gatto joined the Company in April 2012 as Senior Vice President, Corporate Finance, with responsibility for our capital markets and strategic planning functions, in addition to investor relations activities. Effective March 31, 2014, Mr. Gatto was appointed Chief Financial Officer and Treasurer of the Company and in August 2016 was promoted to President while retaining the roles of Chief Financial Officer and Treasurer. In May 2017, he was promoted to Chief Executive Officer while retaining the role as President. Mr. Gatto was elected as a member of the Board of Directors in May 2018. Prior to joining Callon, Mr. Gatto was a Managing Director in the energy investment banking groups of Merrill Lynch & Co. and Barclays Capital from July 1997 until February 2009, with involvement in all phases of M&A and capital raising transactions for his clients. In February 2009, he founded MarchWire Capital, LLC, a financial advisory and strategic consulting firm, and subsequently served as Head of Structuring and Execution with Merrill Lynch Commodities, Inc. from January 2010 until November 2011. Mr. Gatto currently serves on the board of directors for the American Production & Exploration Council and the Independent Petroleum Association of America and as a member of the Contemporary Arts Museum Houston Board of Trustees. Mr. Gatto graduated from Cornell University with a B.S. degree and The Wharton School of the University of Pennsylvania with an M.B.A.


Kevin Haggard
			Senior Vice President and Chief Financial Officer Kevin Haggard has served the Company as Senior Vice President and Chief Financial Officer since May 2021. Prior to joining Callon, Mr. Haggard was Vice President and Treasurer of Noble Energy, Inc., an independent oil and natural gas E&P company, from 2016 to 2020, where he directed the company’s global corporate finance and treasury operations. Before joining Noble Energy, Mr. Haggard served as Vice President, Finance and Treasurer of Trinity River Energy and held the same position at HighMount Exploration & Production. Prior to those roles, he served as Chief Financial Officer of SunCap Financial and as an investment banker with Credit Suisse. Mr. Haggard has more than 20 years of leadership experience across energy and finance. He currently serves on the Board of Kids Meals, Inc. Mr. Haggard holds a Master of Management from the Kellogg School of Management at Northwestern University and a Bachelor of Science in Business Administration from Georgetown University.


Russell E. Parker
			Senior Vice President and Chief Operating Officer Russell E. Parker has served the Company as Senior Vice President and Chief Operating Officer since June 2023. Prior to joining Callon, Mr. Parker served as President and Chief Executive Officer of EP Energy Corporation, an independent exploration and production company engaged in the acquisition and development of unconventional onshore oil and natural gas properties in the United States, from 2017 to 2022. In October 2019, EP Energy filed for Chapter 11 bankruptcy protection and, under Mr. Parker’s leadership, emerged from such protection in October 2020. Prior to joining EP Energy, Mr. Parker served as Chief Executive Officer of Phoenix Natural Resources LLC and President of Chief Oil & Gas LLC. Earlier in his career he spent more than a decade with Hilcorp Energy Company, where he held positions of increasing responsibility across the company’s engineering and operations functions for its Texas, Louisiana, and Utica operations. Mr. Parker holds a Bachelor of Science in Petroleum and Geosystems Engineering from The University of Texas at Austin.


Michol L. Ecklund
			Senior Vice President, Chief Sustainability Officer, General Counsel and Corporate Secretary Michol L. Ecklund has served the Company as Senior Vice President, Chief Sustainability Officer, General Counsel and Corporate Secretary since September 2023, as Senior Vice President, General Counsel and Corporate Secretary from February 2019 to September 2023, and as Vice President, General Counsel and Corporate Secretary from November 2017 to February 2019. She has responsibility for legal, human resources, sustainability and other administrative functions for the Company. Prior to joining Callon, Ms. Ecklund was Deputy General Counsel for Operations & Commercial Law at Marathon Oil Company, an independent E&P company, where she oversaw the legal team for global operations and acquisitions and divestitures as well as corporate communications. During her 15 years at Marathon Oil, Ms. Ecklund served in progressive positions within and outside the Law Organization including compliance, litigation, human resources, investor relations, corporate communications and tax. Prior to Marathon Oil, she practiced law at Baker Botts LLP in Houston. Ms. Ecklund currently serves as a member of the Rice University Board of Trustees and as a director for YES Prep Public Schools. Ms. Ecklund received a B.A. degree from Rice University and a J.D. degree from Harvard Law School.


Gregory F. Conaway
			Vice President and Chief Accounting Officer Gregory F. Conaway has served the Company as Vice President and Chief Accounting Officer since he joined Callon in December 2019 when Carrizo merged with the Company. Prior to joining Callon, Mr. Conaway served as Vice President and Chief Accounting Officer of Carrizo from 2014 to December 2019, as Controller of Financial Reporting from 2012 to 2014 and Assistant Controller from 2011 to 2012. Prior to that, Mr. Conaway worked for Ernst & Young, holding positions of increasing responsibility, including senior manager. Mr. Conaway began his career with Arthur Andersen in 1998. Mr. Conaway is a member of the American Institute of CPAs and the Texas Society of CPAs, and is treasurer of Faith West Academy Athletic Booster Club. Mr. Conaway is a CPA and holds an M.B.A. and a B.B.A. in Accounting from Angelo State University.

Directors of the Registrant


			Experience •Founder and managing member (1994 – present), MB Exploration, LLC, a privately held company that provides advisory services for exploration, development, and minerals •President (2014 – 2022), Eagle Oil & Gas Co., a privately held, independent oil and gas company •President, Hall Phoenix Energy LLC, a privately held, independent oil and gas exploration company •Chief Geophysicist, Pitts Oil Company, an independent oil and gas E&P company •Began his career at Union Oil Company of California where he held various geological positions
Matthew R. Bob Chair of the Board Age: 66 Independent Director since 2014 Committees: •Audit (non-voting member) •Compensation (non-voting member) •N&ESG (non-voting member) •Operations & Reserves (non-voting member)
			Other Boards •Former Independent Director, Southcross Energy Partners LLC, a natural gas processing and transportation company with operations in South Texas (2020 – 2022)
			Qualifications and Expertise Provided to our Board •Extensive executive and operational experience with U.S. onshore oil and gas companies, including oversight of E&P operations in Texas •Deep knowledge and demonstrated subsurface technical expertise applicable to the E&P industry •Experience as a private oil and gas investor that brings valuable insight for capital allocation, financial strategy, and investor relations •Experience as an organizational leader that has prepared him well for his role as Chair •Service on the board of another company that has provided him exposure to different segments of the energy industry as well as governance insights •Registered Geoscientist •National Association of Corporate Directors Board Certified
			Education & Professional Affiliations •B.A. in Geology, St. Louis University •M.S. in Geology, Memphis University •Completed the Executive Management Program at Harvard University •Member of the American Association of Petroleum Geologists, the Society of Exploration Geophysicists, and the Dallas Petroleum Club


			Experience •President and Chief Executive Officer (2017 - present), Callon Petroleum Company •President and Chief Financial Officer, Callon Petroleum Company •Chief Financial Officer and Treasurer, Callon Petroleum Company •Senior Vice President, Corporate Finance, Callon Petroleum Company •Managing Director, Head of Structuring and Execution, Merrill Lynch Commodities, focusing on energy investment banking •Founder, MarchWire Capital, LLC, a financial advisory and strategic consulting firm •Managing Director, Barclays Investment Bank, focusing on natural resources investment banking •Managing Director, Merrill Lynch & Co., focusing on energy investment banking
Joseph C. Gatto, Jr. President and Chief Executive Officer Age: 53 Director since 2018
			Qualifications and Expertise Provided to our Board •With over two decades of experience as an energy executive and investment banker, Mr. Gatto brings valuable insights to the Board for setting and executing Company strategy in a dynamic industry •Knowledge and experience with the key operational and commercial drivers of the upstream industry provide the Board with invaluable insights to guide the strategic direction of the Company •His financial and investment expertise, as well as ongoing engagement with industry leaders and investors, contribute to the Board’s evaluation of strategies and decisions that will attract capital and align with investor priorities •Widely recognized as industry leader, his engagement in U.S. energy policy matters brings valuable insights to Board discussions on strategic planning and execution
			Education •B.S. in Finance/Real Estate, Cornell University •M.B.A. in Strategy/Finance, The Wharton School of the University of Pennsylvania


			Experience •Chief Executive Officer, Banco Itaú International, a global bank •Executive Advisor to the Dean, School of Business, University of Miami, a private university •Interim Dean, School of Business, University of Miami, a private university •President, US Trust Company, Bank of America Private Wealth Management, a trust company focusing on investment management, wealth structuring, and credit and lending services •President and CEO, US Trust Company, a trust company focusing on investment management, wealth structuring, and credit and lending services •Various operational and management positions at Citigroup’s private banking business, including President of Latin America Private Banking, President of Europe Private Banking, and Head of International Trust Business
Frances Aldrich Sevilla-Sacasa Age: 68 Independent Director since 2019 Committees: •Audit (Chair) •Compensation
			Other Boards •Independent Director, Invitation Homes Inc., a publicly traded real estate company (2023 – present) •Independent Director, Camden Property Trust, a publicly traded real estate investment trust (2011 – present) •Independent Director, Delaware Funds by Macquarie, a full service asset manager (2011 – present) •Former Independent Director, New Senior Investment Group, a publicly traded real estate investment trust (2021 – 2021) •Former Independent Director and Board Chair, Carrizo Oil and Gas, Inc., a publicly traded oil and gas company that merged with Callon Petroleum Company in 2019 (2018 – 2019) •Member, Florida chapter of National Association of Corporate Directors (2022 – present)
			Qualifications and Expertise Provided to our Board •Deep investment management company and private banking experience brings strong financial acumen to the Board’s financial and investment decisions and supports alignment with the priorities of Company shareholders •Her designation as a “financial expert” and knowledge of public company reporting requirements make her well-suited to lead the Company’s Audit Committee •Experience in C-suite and other senior executive roles brings valuable strategic and leadership insights to the Board •Considerable service on the boards of other companies, including in multiple committee leadership roles, has provided her with meaningful corporate governance experience •Board Leadership Fellow of National Association of Corporate Directors
			Education •B.A., University of Miami •M.B.A., Thunderbird School of Global Management


			Experience •Chairman, CEO and President, Rosetta Resources Inc., an independent oil and gas company •Senior Vice President – Drilling & Production Operations, Rosetta Resources Inc., an independent oil and gas company •Chief Operating Officer, BPI Energy, Inc., an E&P start-up company focused on coal bed methane development •Various technical, operational, and strategic roles, including Chief Engineer, at Burlington Resources, Inc. and its predecessor companies
			Other Boards •Independent Director, Crescent Point Energy Corp., a publicly traded oil and gas company (2019 – present) •Independent Director, Amplify Energy Corp., a publicly traded oil and natural gas company (2023 – present) •Former Independent Director, Civitas Resources, Inc., a publicly traded oil and gas exploration company (2021 – 2021) •Former Independent Director, Templar Energy LLC, an independent upstream oil and gas company (2017 – 2019) •Former Independent Director, Noble Energy Inc., a publicly traded oil and gas E&P company (2015 – 2020) •Former Director, Rosetta Resources Inc., an independent oil and gas company, until its merger with Noble Energy Inc.
James E. Craddock Age: 65 Independent Director since 2023 Committees: •N&ESG •Operations & Reserves
			Qualifications and Expertise Provided to our Board •Seasoned upstream executive and director who possesses broad-based technical and operational knowledge of U.S. onshore operations with over 30 years of experience •Wide-ranging experience in corporate strategy and oversight as a board member and executive of multiple E&P companies •Service on the boards of other publicly traded companies that has provided him with exposure to oversight, risk assessment, and corporate governance that will bring diverse experience to the Board
			Education •B.S. in Mechanical Engineering, Texas A&M University


			Experience •Major General (2-stars), United States Air Force (1982 - 2014), the air service branch of the United States Armed Forces •Progressive posts and rankings over a 32-year career with the U.S. Air Force, which culminated in her being in the top 150 leaders of a 320,000-person global organization • Her last assignment was as Vice Commander (COO) and interim Commander (CEO) of a 37,000-person organization conducting all global Department of Defense air cargo, passenger, and medical patient movements with 1,100 military aircraft plus contracted commercial aircraft
Barbara J. Faulkenberry Age: 64 Independent Director since 2018 Committees: •N&ESG (Chair) •Compensation			Other Boards •Former independent Director, Target Hospitality Corp., a national provider of vertically integrated modular accommodations and hospitality services (2021 - 2023) •Former Independent Director, USA Truck Inc., a publicly traded provider of trucking services (2016 - 2022) •Advisory Director, Momentum Aerospace Group (2014 – 2018), an aerial intelligence, surveillance, and reconnaissance company
			Qualifications and Expertise Provided to our Board •Specialized substantive knowledge in cybersecurity deployment and management, including earning the Carnegie Mellon/NACD CERT Certificate in Cybersecurity Oversight and the Digital Directors Network certification as a “Qualified Technical Expert,” which are areas of increased focus for the Company and the Board •Broad leadership experience and uniquely valuable global perspective gained during her U.S. Air Force career, which supports and aligns with the Board’s strategic planning role and risk oversight function •Deep supply chain management and logistics knowledge stemming from commanding global mobilization and logistics efforts •Career experience in leadership development and succession planning •Service on the boards of other publicly traded companies, including leadership roles, has provided her exposure to different industries and approaches to governance that further enhances the Board •National Association of Corporate Directors Board Certified
			Education •B.S. in Operations Research, United States Air Force Academy •M.B.A., Georgia College & State University •Master of National Security, National Defense University •Completed strategic leadership courses at Harvard University, University of Cambridge, and Syracuse University


			Experience •Senior Vice President and Chief Financial Officer, CF Industries, Inc., a publicly traded manufacturer in global agricultural and industrial markets •Vice President and Chief Financial Officer, Merisant Worldwide Inc., a privately held company specializing in the selling and distribution of food additives •Chief Financial Officer, BP Chemicals, a global chemical business •Various financial and management positions at Amoco Corporation, including service as Amoco’s Vice President and Controller
			Other Boards •Former Director, Terra Nitrogen LP, a manufacturer in agricultural and industrial markets •Former Director, Keytrade AG, a global fertilizer trading organization •Former Director, Vysis Corporation, a provider of genomic disease management products and related customer and technical services •Former Director, Chicagoland Chamber of Commerce, a non-profit organization •Member, National Council of the McKelvey School of Engineering advising the Dean of Engineering at Washington University in St. Louis
Anthony J. Nocchiero Age: 72 Independent Director since 2011 Committees: •Compensation (Chair) •Audit
			Qualifications and Expertise Provided to our Board •Broad knowledge of the finance, energy, and commodities industries and extensive experience with finance and M&A related transactions •Status as a “financial expert” and knowledge of public company financial reporting regulations, compliance requirements, audit functions and internal controls contribute valuable expertise to the Board and Audit Committee •Professional experience in risk identification and mitigation that are additive to the Board’s risk assessment capabilities •Service on the boards of other companies has provided him exposure to different industries and approaches to governance that further enhances the Board’s oversight function
			Education •B.S. in Chemical Engineering, Washington University in St. Louis •M.B.A. in Finance, Northwestern University


			Experience •Chief Executive Officer, BP Angola, a subsidiary of BP focused on offshore E&P activities •Chief Operating Officer, BP Angola, a subsidiary of BP focused on offshore E&P activities • Director General, BP Vietnam, a subsidiary of BP focused on offshore E&P activities and onshore processing and power generation • Various operational, engineering, and management positions at BP and Amoco Corporation
Mary Shafer-Malicki Age: 63 Independent Director since 2022 Committees: •Operations & Reserves (Chair) •Audit			Other Boards •Independent Director, Ag Growth International Inc., a publicly traded farm machinery and equipment company (2024 - present) •Independent Director, Gulfport Energy Corp., a publicly traded oil and gas E&P company (2023 – present) •Former Independent Director and Board Chair, QEP Resources, Inc., a publicly traded oil and gas E&P company (2017 – 2021) •Former Independent Director, Wood Plc, a Scotland-based engineering, operations and maintenance services provider for the oil & gas, infrastructure and power generation markets (2012 – 2021) •Former Independent Director, McDermott International Inc., publicly traded EPC company, including when it filed voluntary petitions for reorganization in the United States Bankruptcy Court for the Southern District of Texas in January 2020 (2011 – 2020) •Director and Chair, University of Wyoming Foundation, a foundation with the mission of securing resources and delivering stewardship of funding for the university (2016 – present) •Member, Industry Advisory Board for Chemical Engineering Department at the University of Wyoming (2010 – present) •Member, Strategic Advisory Counsel to the Dean of Engineering at Oklahoma State University (2021 – present) •Former Independent Director, Ausenco Limited, an Australian-based engineering services company
			Qualifications and Expertise Provided to our Board •Over 25 years of operations, engineering, and management experience across the energy value chain positions her to advise on complex issues of strategy and execution •Deep technical expertise developed through her professional career and academic engagements make her well-suited for oversight of the Company’s reserves process •Service on the boards of other publicly traded companies, including in leadership roles, has provided her exposure to a wide range of strategic decision making and approaches to corporate governance that enhances the Board’s deliberations •Experience with safety, environmental and regulatory matters contributes to the Board’s oversight function
			Education •B.S. in Chemical Engineering, Oklahoma State University •Completed the Executive Education Program at University of Cambridge •Completed the New Global Business Environment Executive Program at Harvard University


			Experience •Managing Partner (2005 – present), of AEC Partners and its predecessor Avista Capital Partners, which are private equity firms engaged in venture capital and investment activities in energy and other industries •Co-founder (1993 – 2019), Carrizo Oil & Gas, Inc., a publicly traded oil and gas company that merged with Callon Petroleum Company in 2019 •Chair, Global Energy Partners, an affiliate of DLJ Merchant Banking and CSFB Private Equity •CEO and President, R&B Falcon Corporation, an offshore drilling contractor and successor to Falcon Drilling Company, a drilling company that he founded •Founder or seed investor in numerous other private and public companies, including Grey Wolf, Inc. (a land drilling rig contractor), Hercules Offshore, Inc. (an offshore drilling rig contractor), and Crown Resources Corporation (a precious metals exploration company)
Steven A. Webster Age: 72 Independent Director since 2019 Committees: •N&ESG •Operations & Reserves
			Other Boards •Independent Director, Camden Property Trust, a publicly traded real estate investment trust (2011 – present) •Independent Director, Oceaneering International, Inc., a subsea engineering and applied technology company (2015 – present) •Former Independent Director and Board Chair, Carrizo Oil & Gas, Inc., a publicly traded oil and gas company that merged with Callon Petroleum Company in 2019 (1993 – 2019) •Former Independent Director, Era Group Inc., a global manufacturing company (2013 – 2020) •Former Independent Director and Board Chair, Basic Energy Services, Inc., a privately held well services contractor •Former Independent Director and Board Chair, Solitario Zinc Corp., a gold, silver, platinum-palladium, and base metal exploration company •Former Independent Director, Brigham Exploration Company, an oil and gas company
			Qualifications and Expertise Provided to our Board •Distinctive investment experience in energy and other industries that brings valuable insight to the Company’s investment decisions and financial strategies •Over 30 years of board, executive, and investor experience with a large number of publicly and privately held companies in energy and energy-related fields •Extensive entrepreneurial and executive leadership experience in founding and managing multiple companies brings a unique perspective to the Board in strategic, value-based decision making, oversight and risk assessment •Exceptionally deep board experience, including board chair of multiple companies has provided him exposure to strategic decision making and approaches to governance that brings diversity of experience to the Board
			Education •B.S. in Industrial Management, Purdue University •M.B.A., Harvard University (Baker Scholar) •Honorary Doctorate in Management, Purdue University

Committees of the Board

The Board of Directors (the “Board”) currently maintains four standing committees: the Audit Committee, the Compensation Committee, the Nominating & ESG Committee, and the Operations & Reserves Committee. The following table provides the composition of the Committees of the Board as of March 15, 2024.

Callon Committees

Name and Independence

Audit

Compensation

N&ESG

Operations &
Reserves

Class I Directors (term expires in 2025)

Mary Shafer-Malicki

Independent

○

●

Steven A. Webster

Independent

○

Class II Directors (term expires in 2026)

Matthew R. Bob

Independent

☐

James E. Craddock

Independent

○

Anthony J. Nocchiero

Independent

○

●

Class III Directors (term expires in 2024)

Frances Aldrich Sevilla-Sacasa

Independent

●

○

Barbara J. Faulkenberry

Independent

○

●

Joseph C. Gatto, Jr.

President and Chief Executive Officer

● Chair ○ Member ☐ Non-Voting Member

Audit Committee

The Audit Committee currently consists of Mses. Aldrich Sevilla-Sacasa (Chair) and Shafer-Malicki, and Messrs. Nocchiero and Bob (non-voting member). Membership on the Audit Committee is limited to independent directors, and the Board has determined that all members meet the independence requirements of the SEC and New York Stock Exchange (the “NYSE”) rules and the financial literacy requirements of the NYSE. The Board has also determined that all members of the Audit Committee are sufficiently proficient in reading and understanding financial statements to serve on the Audit Committee, that each of Ms. Aldrich Sevilla-Sacasa and Mr. Nocchiero qualifies as an “audit committee financial expert” under the rules of the SEC, and that all members meet the “financial literacy” standard as defined under the NYSE Listed Company Manual. Members of the Audit Committee may not simultaneously serve on the audit committee of more than two other public companies.

The Audit Committee held five meetings in 2023. The Board has adopted a separate written charter for the Audit Committee, which is available at www.callon.com.

Compensation Committee

The Compensation Committee currently consists of Mses. Aldrich Sevilla-Sacasa and Faulkenberry, and Messrs. Nocchiero (Chair) and Bob (non-voting member). Consistent with the listing requirements of the NYSE, the Compensation Committee is composed entirely of independent members of the Board, as each member meets the independence requirements set by the NYSE and applicable federal securities laws.

The Compensation Committee held nine meetings in 2023. The Board has adopted a separate written charter for the Compensation Committee, which is available at www.callon.com.

Nominating & ESG Committee

The Nominating & ESG Committee currently consists of Ms. Faulkenberry (Chair) and Messrs. Craddock, Webster, and Bob (non-voting member). Each member of the N&ESG Committee meets the independence requirements of the NYSE and applicable federal securities laws.

The Nominating & ESG Committee held seven meetings in 2023. The Board has adopted a separate written charter for the Nominating & ESG Committee, which is available at www.callon.com.

Operations & Reserves Committee

The Operations & Reserves Committee currently consists of Ms. Shafer-Malicki (Chair) and Messrs. Craddock, Webster, and Bob (non-voting member). Each member of the Operations & Reserves Committee meets the independence requirements of the NYSE and applicable federal securities laws.

The Operations & Reserves Committee held six meetings in 2023. The Board has adopted a separate written charter for the Operations & Reserves Committee, which is available at www.callon.com.

Code of Business Conduct and Ethics

Our Code of Business Conduct and Ethics (the “Code”) sets forth the policies and expectations for Callon’s officers, employees and directors as well as consultants, representatives, agents, and contractors while acting on Callon’s behalf. The Code addresses a number of topics including conflicts of interest, compliance with laws, insider trading, prohibitions on discrimination and harassment, workplace safety and protection of the environment, and fair disclosure. In addition, the Code explicitly prohibits directors, officers and employees from engaging in hedging transactions in Callon stock. It also states that no corporate funds may be used for political contributions.

The Code meets the NYSE’s requirements for a code of business conduct and ethics and also includes a code of ethics applicable to our senior financial officers consistent with the requirements of the SEC. A copy of the Code is available on our website at www.callon.com/about-callon/governance. We intend to satisfy the disclosure requirements regarding any amendment to, or any waiver of, a provision of the Code by promptly posting such information on our website. Concerns about potential violations of the Code can be anonymously reported to our ethics helpline by calling 1-844-471-7637 or accessing the following website: callon.ethicspoint.com.

ITEM 11. Executive Compensation

Compensation Discussion and Analysis

2023 Named Executive Officers

Our named executive officers (“NEOs”) include the individuals who served as the Company’s Chief Executive Officer or Chief Financial Officer during 2023 and the three other most highly compensated executive officers who were serving in such capacity at the end of 2023.

Our former Chief Operating Officer, Dr. Jeffrey S. Balmer, retired from the Company in June 2023, and Russell E. Parker was appointed Chief Operating Officer as of June 28, 2023. The Compensation Committee (the “Committee”) reviewed and approved Mr. Parker’s initial compensation package as described in this CD&A and also authorized the Separation Agreement and Consulting Agreement between the Company and Dr. Balmer as described below under the heading “Employment Agreements, Termination of Employment and Change in Control Arrangements - Separation Agreement.” Despite his retirement, Dr. Balmer meets the requirement of a NEO for 2023. Our NEOs for 2023 were:


NEO	Age(a)	Title
Joseph C. Gatto, Jr.	53	President, Chief Executive Officer and Director
Kevin Haggard	53	Senior Vice President and Chief Financial Officer
Russell E. Parker(b)	47	Senior Vice President and Chief Operating Officer
Michol L. Ecklund	49	Senior Vice President, Chief Sustainability Officer, General Counsel and Corporate Secretary
Gregory F. Conaway	48	Vice President and Chief Accounting Officer
Jeffrey S. Balmer(b)	59	Former Senior Vice President and Chief Operating Officer

(a) As of March 15, 2024.

(b) Dr. Balmer retired from the Company in June 2023. The Company named Russell E. Parker as Senior Vice President and Chief Operating Officer effective June 28, 2023.

Executive Compensation Philosophy

Our executive compensation program is designed to achieve the following objectives:

•Emphasize pay for performance, in which Company and individual performance against preset goals are inherently linked to the amount realized by a NEO;

•Attract and retain a qualified and motivated management team by offering industry competitive opportunities and providing the majority of NEO compensation in the form of long-term incentives that vest over a three-year period;

•Incentivize NEOs and appropriately reward them for their contributions to the achievement of our key short-term and long-term strategic objectives with variable compensation; and

•Align the compensation of our NEOs with the interests of our long-term shareholders by providing 60% of the LTI mix in the form of performance-based incentives and 40% in the form of RSUs.

Executive Pay Program and Decisions

Base Salaries

We provide our employees, including the NEOs, with an annual base salary that is reflective of individual skills, scope of responsibility, experience and expertise to compensate them for their service throughout the year. The Committee evaluates our NEOs’ salaries and other components of their compensation to ensure that the NEOs’ total compensation is competitive relative to market practices, reflective of the executive’s performance and value to the Company, and consistent with the Committee’s compensation philosophy. In early 2023, the Committee established base salaries for each of the NEOs as set forth in the table below with the input of its independent compensation consultant.

Increases in base salary ranged from 5% to 17% for our NEOs. Mr. Haggard received a 15% increase to reflect his continued growth in the role and to better position the executive versus the market median. Mr. Conaway received a 17% increase to recognize expansion in his responsibilities and strong individual performance and to better position the executive versus the market median.


NEO	2022 Base Salary			2023 Base Salary
Joseph C. Gatto, Jr.		$	908,250		$	952,000
Kevin Haggard		$	485,000		$	560,000
Russell E. Parker		N/A			$	600,000
Michol L. Ecklund		$	455,000		$	484,000
Gregory F. Conaway		$	325,000		$	379,000
Jeffrey S. Balmer		$	535,000		$	560,000

Performance-Based Annual Cash Bonus Incentive

Each year, the Committee establishes an annual incentive bonus program that is designed to align NEO compensation with the annual business plan and strategic priorities for the year. When establishing the annual bonus program for 2023, the Committee approved the following annual incentive bonus opportunities for the NEOs.


NEO						2023 Target Bonus Opportunity (% of Base Salary)(1)
Joseph C. Gatto, Jr.						125%
Kevin Haggard						90%
Russell E. Parker						95%
Michol L. Ecklund						90%
Gregory F. Conaway						75%
Jeffrey S. Balmer						95%

(1) Actual bonus awards under the program can range from 0 - 200% of target based on the achievement of pre-established performance metrics as described below.

2023 Annual Bonus Metrics

The performance metrics established by the Committee for the 2023 annual bonus program are shown in the table below. These metrics are intended to directly align executive compensation opportunities with investor and Company priorities for financial and sustainability performance to support long-term value creation for shareholders. The Committee established a 2023 annual bonus program to:

•Focus on pay-for-performance by maintaining 80% weighting on quantitative metrics;

•Prioritize financial results by tying 65% of the program to financial metrics and excluding traditional operational metrics from the program;

•Align incentive payouts with the shareholder experience by including a relative total shareholder return (“TSR”) comparison to the companies within the XOP energy index; and

•Support our sustainability objectives by including a quantitative sustainability category (weighted 15%) and aligning with long-term sustainability objectives within the qualitative component of the program.


	Objective	Description	Weighting
Quantitative Objectives - Financial (65%)	Net Debt/Adjusted EBITDAX(i)	Measure of our ability to cover our debt, which is impacted by cash flow, and ensures focus on a strong balance sheet	20%
	Capital Efficiency (Adjusted Free Cash Flow/Adjusted EBITDAX)(ii)	Measure of efficiency for converting earnings into Adjusted Free Cash Flow for shareholder value initiatives	20%
	Operating Cash Margin(iii)	Measure of revenue and cost management to support near-term cash flow	15%
	TSR vs. XOP Peers	Measure of competitiveness of shareholder return relative to competing investor alternatives	10%
Quantitative Objectives - Sustainability (15%)	Environmental - Flaring Intensity (volumes flared / gas produced)	Measure of one component of GHG emissions that represents potential lost revenue due to flaring	5%
	Environmental - GHG Intensity (mtCO2e/MBOE)	Progress on GHG emissions intensity reduction goals as measured by year-end exit rate	5%
	Safety(iv)	Measure of rate of occurrence and severity of injuries throughout our workforce	5%
Qualitative Objectives (20%)	Other key organizational mandates	Measure of our success relative to key objectives tied to human capital initiatives, digital transformation, corporate cost of capital reduction, life-of-field development model, long-term strategy, regulatory and sustainability developments, and management of unforeseen industry events	20%

(i) Net Debt to Adjusted EBITDAX is calculated as the sum of total long-term debt less unrestricted cash and cash equivalents divided by Adjusted EBITDAX. See Appendix A for a reconciliation of non-GAAP financial measures.

(ii) Capital Efficiency is defined as Adjusted Free Cash Flow divided by Adjusted EBITDAX.

(iii) Operating Cash Margin is oil, natural gas and NGL revenues sales price less lease operating expense, production and ad valorem taxes and gathering, transportation and processing fees divided by total production.

(iv) Includes measures related to total reportable incident rates, zero level 4 or 5 severe injury incidents, potential serious incident and fatality events, and tier 1 process safety events.

For the financial elements of the program, the Committee selected metrics to align with evolving investor priorities for the energy industry, including strong balance sheets, capital efficiency, and free cash flow generation, all of which support a pathway to potential returns of capital. In addition, the Committee incorporated a relative TSR metric that compared the Company’s stock price performance for the year to those of representative companies across the energy value chain as represented in the XOP index. The Committee also established quantitative sustainability metrics to align with safety and environmental priorities.

To establish the threshold, target and maximum goals for each financial metric at the beginning of the year, the Committee sought to align the goals with publicly stated guidance for the year and then considered sensitivities for key performance variables and for commodity prices (based on probabilistic commodity price scenarios for the year based on the NYMEX options market), to arrive at a range of potential outcomes. In each instance, the Committee adopted an expanded upside range to align maximum goals with “stretch” performance.

2023 Performance Results

After the close of the 2023 calendar year, the Committee assessed the Company’s and the NEOs’ annual performance overall and relative to the frameworks established for the annual incentive compensation program as follows:


Quantitative Objective	Weighting	Threshold	Target	Max	Actual Results 12/31/2023	Performance Factor	Funding Level
Net Debt/Adjusted EBITDAX(i)	20%	1.5x	1.3x	1.0x	1.46x	61%	12%
Capital Efficiency(ii)	20%	17%	25%	35%	14.2%	0%	0%
Operating Cash Margin(iii)	15%	$38.00	$41.00	$46.00	$38.01	50%	8%
TSR vs. XOP(iv)	10%	P30	P50	P90	P31	50%	5%
Sustainability
Flaring (Mcf/Bbl)	5%	≤1.0%			1.0%	100%	5%
GHG Intensity - Exit Rate (mtCO2e/MBOE)	5%	<15.0			11.1	200%	10%
Safety TRIR Zero level 4 or 5 injury incidents Potential SIFs Tier 1 process safety events	5%	<0.48 0 ≤3 ≤3			0.51 0 1 3	50% 100% 150% 100%	5%
Total Quantitative	80%						45%

(ii) Cash Efficiency is defined as Adjusted Free Cash Flow divided by Adjusted EBITDAX.

(iv) For purposes of calculating relative TSR, the Committee excluded from the final calculation four XOP companies who were acquired during the measurement period.

When determining the weighted contribution for the qualitative component of the program for 2023, the Committee considered Callon’s and management’s performance overall and relative to the qualitative performance factors set forth in the table below. The Committee determined that the management team met or exceeded expectations relative to the established qualitative goals. The Committee also considered additional strategic accomplishments by the management team in 2023, including the simultaneous closing of the Delaware Basin asset acquisition and Eagle Ford sale to streamline operational focus and improve the balance sheet, the initiation of a return of capital program, and the successful execution of a company-wide reorganization that has led to meaningful reductions in the Company’s capital cost structure and improvements in well performance that are driving capital efficiency for 2024 and beyond. The Committee also considered management’s efforts throughout the year to assess various options and engage with multiple potential counterparties throughout the year to evaluate the Company’s long-term strategic alternatives in light of rapid industry consolidation.

In considering the totality of these qualitative factors, the Committee elected to fund the qualitative component of the annual bonus program at 40%.


Goals			Results
Human capital initiatives			• 2023 hiring initiatives increased racial/ethnic diversity to 43% and gender diversity to 25%, including the addition of two new diverse female officers • Facilitated a company-wide reorganization and supported over 30% of employees into new development roles
Sustainability initiatives			• Achieved corporate GHG goals one year early • Successfully established Sustainability organization • Advanced the long-term GHG investment framework with marginal cost of carbon abatement and forecasting tools and prepared for anticipated environmental regulatory developments
Improving corporate cost of capital			• Initiated a shareholder return of capital program, repurchasing more than $50 million in equity • Reduced absolute debt by $325 million, improved credit metrics and achieved upgrades with credit ratings agencies Fitch and S&P
Digital transformation			• Successfully implemented a new architecture data framework with widely-available operational and financial dashboards • Increased automation of core processes • Enhanced cybersecurity infrastructure and response plans
Evaluate evolving industry landscape			• Closed accretive Delaware Basin acquisition and Eagle Ford sale to streamline operational focus and improve balance sheet • Conducted extensive market reviews and counterparty engagements throughout the year to evaluate options in light of rapid industry consolidation
Advance life-of-field development model and delineation of organic resource opportunities			• Expand strategies to increase inventory and net revenue interest via organic and inorganic opportunities • Continue to improve upon strategic planning baseline and robust scenario analysis for capital allocation

2023 Annual Incentive Compensation Payouts

Based on the Committee’s assessment of 2023 performance relative to the pre-established annual bonus programs as described above, the Committee awarded annual incentive compensation payouts of 85% of target for the NEOs, other than Dr. Balmer. Accordingly, individual bonus payouts for 2023 were as follows:


NEO	Payout as a % of Target	2023 Annual Bonus
Joseph C. Gatto, Jr.	85%		$	1,011,500
Kevin Haggard	85%		$	428,400
Russell E. Parker	85%		$	484,500
Michol L. Ecklund	85%		$	370,260
Gregory F. Conaway	85%		$	241,613
Jeffrey S. Balmer(a)	—%		$	—

(a) Per the terms of Dr. Balmer’s Separation Agreement, Dr. Balmer did not receive a 2023 Annual Bonus.

Annual Award of Long-Term Incentives

In the first quarter of 2023, the Committee considered the design of the long-term incentive compensation awards for the upcoming year with the input of FW Cook. The Committee continued the core structure of the refreshed incentive design adopted in 2021, as well as the evolution adopted in 2022 to better link the program to sustainability performance by incorporating long-term GHG reduction goals.

The Committee adopted a 2023 long-term incentive program that incorporated two elements:


LTI Vehicle	Weighting	Objective
Cash Performance Units (Three-year Cliff Vest)	60%	• Reward for adjusted free cash flow generation • Align with long-term Return on Capital Employed results • Tie a portion of compensation to our three-year GHG reduction targets
Time-Based RSUs (Three-year Ratable Vest)	40%	• Create direct alignment with shareholder interests • Provide direct retention incentives for our executives

For the grant of LTI awards to NEOs, the Committee considers market analysis and the advice of its independent compensation consultant to determine the program design and target award amounts. For 2023, the Committee increased the target award value for the CEO by 14% and for the NEOs by 18% on average, including Dr. Balmer. These increases were intended to recognize expanded responsibilities for Mr. Conaway and strong individual performance for all of the executives.


NEO	2022 Target Value(a)			2023 Target Value(a)
Joseph C. Gatto, Jr.		$	4,290,000		$	4,899,000
Kevin Haggard		$	1,800,000		$	2,177,000
Russell E. Parker		$	—		$	2,400,000
Michol L. Ecklund		$	1,350,000		$	1,457,000
Gregory F. Conaway		$	525,000		$	729,000
Jeffrey S. Balmer(b)		$	2,060,000		$	2,120,000

(a) Represents the intended target value of the awards, which is different from the grant date fair value computed in accordance with FASB ASC Topic 718 as reported in the Summary Compensation Table. The methodology adopted by the Committee for awarding LTI equity awards uses the 20-day average closing price of Callon stock as of the grant date to determine the number of RSUs granted.

(b) Dr. Balmer ceased serving as Senior Vice President and Chief Operating Officer for the Company effective June 28, 2023, due to his retirement, and the RSUs granted to Dr. Balmer on March 2, 2023, were forfeited.

The target LTI values were delivered to each NEO as a grant of RSUs for 40% of the target value and grant of cash performance units (“CPUs”) for 60% of the target value as described in more detail below.

RSU Program

In 2023, the Committee awarded each NEO with time-based RSUs that will vest annually in one-third increments beginning on April 15, 2024, provided the NEO continues to be employed by the Company on each applicable vesting date. The RSUs will be settled in shares of Callon’s common stock. In June 2023, upon his commencement of employment with Callon, the Committee awarded Mr. Parker with 30,318 time-based RSUs as an inducement and retention award. These RSUs will vest in full on July 1, 2026, provided he continues to be employed by the Company on the vesting date. In September 2023, upon her promotion to Chief Sustainability Officer, the Committee awarded Ms. Ecklund with 20,000 time-based RSUs to recognize her expanded responsibilities. These RSUs will vest in full on October 1, 2026, provided she continues to be employed by the Company on the vesting date.

Cash Performance Units

In 2023, the Committee continued its use of CPUs. Each CPU has a target value of $1 and will pay out in cash within the range of 0-200% of target based on Company results relative to pre-established performance targets for the 2023-2025 calendar years.

The 2023 CPUs are comprised of the following two components:


CPU	Objective	Description	Measurement
Business Sustainability CPUs (70% of target CPU value)	Adjusted Free Cash Flow	Key investor priority providing a clear path to absolute debt reduction and cash return to shareholders over time	Three, one-year performance periods with the opportunity to earn between 0% and 200% of target
	GHG Intensity	Based on Year 3 performance of GHG intensity	Modifier, which adjusts the overall payout between 80% and 120% based on achievement of our 2025 GHG intensity target
Return CPUs (30% of target CPU value)	Return on Capital Employed (“ROCE”)	Profitability metric that allows for comparability to cost of capital and returns across sectors	Three-year average ROCE performance relative to established goals, including a threshold goal requiring three-year ROCE of at least 10%

Performance Based Special Purpose Equity Award for Our CEO

In April 2023, to provide additional equity ownership and retention as well as further alignment with shareholder interests, the Committee awarded 100,000 Market Stock Units (“MSUs”) to Mr. Gatto. The MSUs will vest based on the Company’s annualized absolute TSR over a 36- month performance period (May 1, 2023 to April 30, 2026), calculated based on the 20-day average closing stock price at the beginning and end of the performance period. No other executive officers or directors hold MSUs. The MSUs are eligible to vest, subject to Mr. Gatto’s continued employment with the Company until the end of the performance period (April 30, 2026), and will settle in shares of Callon’s common stock. The number of MSUs to be issued at the end of the performance period will be determined by multiplying the target number of MSUs by a multiplier between 0% and 150%, as set forth in the table below based on the Company’s annualized absolute TSR for the performance period. In the event the annualized absolute TSR is between the performance levels show below, the number of MSUs that will performance vest will be determined through linear interpolation:


Callon’s Annualized Absolute TSR During the Performance Period			Modifier
50% or greater			150%
15%			100%
-25%			50%
Less than -25%			0%

Vesting of 2021-2023 Cash Performance Units

In 2021, the Committee granted cash performance units to the then-executive officers covering a three-year performance period beginning in 2021 and ending in 2023. The Company’s adjusted free cash flow and ROCE for the performance period relative to the goals established in advance by the Committee resulted in the 2021 CPUs vesting at 103% of target. The table below provides the associated cash payments that were made to the NEOs in March of 2024:


NEO	Target Value of CPUs	Payout as a % of Target	Payout Value of CPUs
Joseph C. Gatto, Jr.	$2,340,000	103%	$2,410,818
Kevin Haggard	$877,500	103%	$904,057
Russell E. Parker(a)	$—	—%	$—
Michol L. Ecklund	$733,950	103%	$756,162
Gregory F. Conaway	$286,380	103%	$295,047
Jeffrey S. Balmer(b)	$1,164,975	—%	$—

(a) Mr. Parker was not employed by the Company on March 12, 2021, when the awards were granted.

(b) Dr. Balmer ceased serving as Senior Vice President and Chief Operating Officer for the Company effective June 28, 2023. Pursuant to his Separation Agreement and the terms and conditions of his 2021 Cash Performance Units, Dr. Balmer received payment of $1,295,179 as

“Qualified Retirement” benefits under the CPU Agreement. See “Employment Agreements, Termination of Employment and Change in Control Arrangements” for additional details.

Perquisites and Other Benefits

Benefits represent a relatively small part of our overall compensation package; however, these benefits help attract and retain senior level executives. We provide benefits commonly offered in the E&P industry to all of our employees, including our NEOs, and review these benefits annually to ensure that they are competitive with industry norms. These benefits consist of:

•Group medical and dental insurance program for employees and their qualified dependents;

•Group life insurance for employees and their spouses;

•Accidental death and dismemberment coverage for employees;

•Short-term disability coverage;

•Long-term disability coverage;

•Callon’s sponsored cafeteria plan; and

•401(k) employee savings and protection plan (the “401(k) plan”).

We pay the full costs of these benefits, including the 401(k) plan administration, for all employees.

Under our 401(k) plan, all eligible employees may elect to defer a portion of their compensation up to the statutorily prescribed limit. In 2023, the Company provided a matching contribution of up to 6% and a profit sharing contribution of up to 2% of the employee’s IRS eligible salary for qualified employees, including our NEOs.

Our NEOs are entitled to certain benefits that are not otherwise available to all of our employees. Until the program was terminated in early 2023 by the Committee, we provided our NEOs with the use of a Company vehicle, which included the purchase or lease of the vehicle and the payment for all maintenance, repairs, insurance, and fuel. Each NEO is required to recognize taxable income using the IRS’s annual lease value method for personal use of the vehicle. As part of the executive officer vehicle plan termination, the Committee approved supplemental salary payments to the NEOs who were impacted by the plan termination (please see “Executive Compensation Tables - Table of All Other Compensation for 2023” below). We also reimburse our NEOs for their out-of-pocket cost of an executive physical, up to $2,500. The costs associated with these benefits for the NEOs are reported as “All Other Compensation” in the Summary Compensation Table. The Committee believes these perquisites are modest, yet competitive when compared to the perquisites provided to similarly situated industry executives.

We do not sponsor any qualified or non-qualified defined benefit plans, or any non-qualified defined contribution plan for our NEOs or other employees.

Change in Control; Severance and Retirement Arrangements; Employment Agreements

We have no employment agreements with our NEOs. Our NEOs participate in the Callon Executive Change in Control Severance Plan (the “Executive CIC Plan”), which provides for certain protections upon a change in control, and the Callon Executive Severance Pay Plan (the “Severance Pay Plan”), which provides for certain protections upon an involuntary termination of employment. The Committee believes that the Executive CIC Plan and the Severance Pay Plan serve shareholders’ best interests by aligning executive interests with shareholders, helping ensure retention of management and diminishing potential distractions for our executive officers in the event of an involuntary termination of employment or change in control transaction. However, the Committee believes that executives should not be unduly enriched, and all benefits under the Executive CIC Plan and Severance Pay Plan require a “double-trigger.” For a detailed description of the Executive CIC Plan and the Severance Pay Plan, please see “Employment Agreements, Termination of Employment and Change in Control Arrangements - Executive Severance Compensation Plans” below.

Our NEOs may also receive retirement benefits under the RSU Agreements (as defined below) and the CPU Agreements (as defined below) for the purposes of attracting and retaining top talent and incentivizing early notice of impending retirements to ensure smooth transitions. For a detailed description of the retirement benefits, which are available at the discretion of the Committee to eligible officers who provide at least six months’ notice prior to retirement, please see “Employment Agreements, Termination of Employment and Change in Control Arrangements - Long-Term Incentive Award Agreements” below.

How We Make Compensation Decisions

Role of Independent Compensation Consultant

For 2023, the Committee continued its engagement of FW Cook as its independent compensation consultant to provide information and objective advice regarding executive officer and director compensation.

The Committee makes all final decisions with respect to our executive compensation. When designing pay programs and setting compensation levels for our NEOs, the Committee considers the independent compensation consultant’s advice as one factor among many other factors discussed within this CD&A. Other factors include our overall Company performance; individual NEO performance, experience, skills and tenure with the Company; competitive market data; and industry trends.

The compensation consultant reports solely to the Committee, and the Committee determines the scope of the engagement. In an effort to ensure that our NEO compensation programs are competitive and consistent with our compensation philosophy, FW Cook assists the Committee as follows:

•Regularly attending meetings of the Committee and meeting privately in executive session with the Committee to discuss its recommendations;

•Providing recommendations on executive compensation matters to align the Committee’s actions with shareholder interests, our business strategy and pay philosophy, prevailing market practices and relevant legal and regulatory requirements;

•Periodically evaluating our peer group and providing peer company data for the Committee to use in its decision-making process, including assessment of pay and performance relative to peers;

•Providing competitive market data to consider in evaluating the competitiveness of the executive base salaries and short- and long-term incentive plans and awards;

•Reviewing data in connection with the Committee’s determination of annual cash incentive performance objectives and performance-based incentive vesting levels for completed performance periods;

•Advising on Callon’s compensation arrangements for its non-employee directors, including providing peer group data;

•Reviewing and providing feedback on our SEC filings relating to executive compensation disclosures, including our CD&A disclosures; and

•Informing the Committee about compensation trends in the industry, best practices and other general trends and developments affecting executive compensation.

The Committee has the final authority to hire and terminate the compensation consultant, and the Committee evaluates the consultant’s performance annually.

Pursuant to applicable SEC and NYSE rules, the Committee has determined that no conflicts of interest existed related to FW Cook’s engagement by the Committee in 2023.

Role of Management

The Committee considers input from our CEO in making determinations regarding our executive compensation program and the individual compensation of each of the executives other than himself. The officer team makes recommendations to the Committee regarding potential objectives for the incentive programs and provides information to the Committee regarding the performance of the Company for the Committee’s determination of incentive compensation outcomes. The Committee makes the final determination of all elements of NEO compensation. Our CEO makes no recommendations regarding, and does not participate in discussions about, his own compensation.

Role of Market Data

The Committee reviews compensation of our NEOs annually. Individual compensation amounts reflect the Committee’s subjective analysis of a number of factors, including:

•The NEO’s experience, skills, contributions and tenure with Callon;

•Changes to the NEO’s position within Callon;

•Competitive market data within our peer group and industry; and

•The NEO’s roles, responsibilities and expected future contributions to Callon’s success.

On an annual basis, the Committee reviews and discusses compensation data for our CEO and other NEOs as compared with compensation data for similarly situated executive officers at peer companies recommended by the compensation consultant and approved by the Committee. The peer group is selected based on multiple factors, such as:

•Size, including enterprise value and market capitalization;

•Similar geographic footprint and operational focus;

•Comparability of asset portfolio;

•Competition for executive talent in the market; and

•Availability of compensation data.

The Committee believes the selected peer group provides a reasonable point of reference for comparing the compensation of our NEOs to others holding similar positions and having similar responsibilities. The Committee does not consider data collected from any source to be prescriptive. Rather, the Committee relies upon this and similar data as reference points around which to make informed decisions about the appropriate level and form of compensation for each NEO. The peer group used by the Committee in evaluating the competitiveness of executive compensation and making 2023 compensation decisions consisted of the companies set forth in the following table.

2023 Compensation Peer Group

• Centennial Resource Development, Inc.

• Civitas Resources, Inc.

• CNX Resources Corporation

• Comstock Resources, Inc.

• Earthstone Energy, Inc.

• Kosmos Energy Ltd.

• Laredo Petroleum, Inc.

• Matador Resources Company

• Murphy Oil Corporation

• Range Resources Corporation

• SM Energy Company

• Southwestern Energy Company

• Talos Energy Inc.

Practices and Policies Related to Compensation

Stock Ownership Guidelines

Consistent with its goal of driving long-term value creation for our shareholders, the Company’s stock ownership guidelines require significant stock ownership by the executive officers and directors. The guidelines require the executive officers and directors to hold the following amounts of our stock:


Executive Officers/Directors			Required Common Stock Ownership as a Multiple of Annual Base Salary / Annual Retainer
CEO			6x
Directors			5x
Other Executive Officers			2x

The Committee evaluates compliance with these guidelines on an annual basis. For purposes of the guidelines, shares owned directly and indirectly and any unvested time-based RSUs are included. Pursuant to the policy, shares granted under the Company’s incentive compensation plans are valued at the greater of the then-current trading price or the value on the date of grant.

Each executive officer and director has a transition period of five years from the date the individual becomes subject to the guidelines to attain the required investment position. If an executive officer becomes subject to a greater ownership requirement due to a promotion or an increase in salary, the executive officer will be expected to attain the higher level within three years of the change.

As of December 31, 2023, all participants were in compliance with the stock ownership policy, either through meeting the ownership requirement or by being within the transition period.

Internal Revenue Service Limitations

Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Tax Code”) places a limit of $1.0 million on the amount of compensation that we may deduct in any one year with respect to compensation paid to each covered employee. The Committee considers the deductibility of compensation in its decision making and implements compensation programs that it believes are competitive and in the best interests of the Company and its shareholders.

Insider Trading Policy

The Board maintains a comprehensive insider trading policy (the “Insider Trading Policy”) for employees and directors to promote compliance with federal and state securities laws. The Insider Trading Policy prohibits certain persons who are aware of material non-public information about a company from: (i) trading in securities of that company; or (ii) providing material non-public information to other persons who may trade on the basis of that information. When material non-public information about us may exist and may have an influence on the marketplace, a trading blackout period is placed in effect by management. In addition, the Insider Trading Policy also applies to family members, other members of a person’s household, and entities controlled by a person covered by this Insider Trading Policy. Officers, directors, and designated employees, as well as the family members and controlled entities of such persons, may not engage in any transaction in Company securities without first obtaining pre-clearance of the transaction from our General Counsel.

Under the Insider Trading Policy, directors, executive officers and other employees are prohibited from entering into any hedging or monetization transactions relating to Callon’s securities or otherwise trading in any instrument relating to the securities’ future price. This Insider Trading Policy also prevents directors and executive officers from pledging Callon common stock as collateral for loans or holding Callon securities in a margin account. The Insider Trading Policy is published as Addendum A to our Code of Business Conduct and is available at www.callon.com/about-callon/governance.

Clawback Policy

The Committee has adopted a clawback policy that complies with NYSE’s new clawback rules promulgated under Section 10D of the Exchange Act and the rules promulgated thereunder. In the event the Company is required to prepare an accounting restatement of its financial statements due to the Company’s material noncompliance with any such financial reporting requirement, the clawback policy requires that covered executives must reimburse the Company, or forfeit, any excess incentive-based compensation received by such covered executive during the three completed fiscal years immediately preceding the date on which the Company is required to prepare the restatement. Additionally, the clawback policy contains discretionary recoupment components that are designed to provide the Company with additional remedies for recoupment in the event of a performance metric error, violation of post-employment restrictive covenants, other misconduct, or as otherwise determined in the discretion of the Committee. Executives covered by the clawback policy are current and former executive officers, as determined by the Committee in accordance with Section 10D of the Exchange Act and the NYSE listing standards. Incentive-based compensation subject to the clawback policy includes any cash or equity compensation that is granted, earned or vested based wholly or in part on the attainment of a financial reporting measure. The amount subject to recovery is the excess of the incentive-based compensation received based on the erroneous data over the incentive-based compensation that would have been received had it been based on the restated results. The clawback policy will only apply to incentive-based compensation received on or after October 2, 2023.

Risk Assessment Related to Our Compensation Structure

The Committee believes our compensation plans and policies are appropriately structured to encourage and reward prudent business judgment and avoid excessive risk-taking. The Committee, with the assistance of FW Cook, reviewed the compensation programs maintained by the Company during 2023 to determine whether they encouraged excessive risk taking. Upon evaluation of the assessment, the Committee concluded that our compensation policies and practices for our employees do not present risks that are reasonably likely to have a material adverse effect on the Company. The Committee’s risk review identified the following risk-mitigating features of our compensation programs:

•A balance of short-term and long-term programs to focus management on both elements of Callon’s performance;

•Annual grants of long-term incentives designed to be the largest component of each NEO’s compensation package, with typical vesting periods of three years that are based on the value of our common stock and not on any particular metric that could encourage excessive risk-taking;

•Performance criteria and targets for our annual bonus program designed to encourage performance, but not excessive risk taking, and discretion to decrease payouts if it is believed management exercised excessive risk taking;

•Performance targets measured at the corporate level, rather than at the individual or business unit level;

•A Clawback Policy that grants the Committee authority to recoup compensation due to error, fraud or other misconduct;

•Reasonable change in control severance protections; and

•Significant executive stock ownership requirements.

Role of Annual Say-on-Pay Advisory Vote

We have historically received strong support from our shareholders for our executive compensation practices. In the advisory vote held at the Company’s 2023 Annual Meeting of Shareholders, approximately 89% of the votes cast were in favor of our 2022 executive compensation programs. The Committee acknowledged the support received from our shareholders and viewed the results as an affirmation of our executive compensation policies and programs. The Committee will continue to review shareholder votes and feedback on our executive compensation programs to ensure alignment with shareholder interests.

Compensation Committee Report

The Committee has reviewed and discussed with management the CD&A required by Item 402(b) of Regulation S-K promulgated under the Exchange Act, and based on such review and discussions, the Committee has recommended to the Board that the CD&A be included in this Amendment No. 1.

Respectfully submitted by the Compensation Committee of the Board of Directors,

Anthony J. Nocchiero, Chair
Frances Aldrich Sevilla-Sacasa
Barbara J. Faulkenberry
Matthew R. Bob (non-voting member)

Compensation Committee Interlocks and Insider Participation

Frances Aldrich Sevilla-Sacasa, Matthew R. Bob, Barbara J. Faulkenberry, L. Richard Flury, and Anthony J. Nocchiero served on the Committee at various times during fiscal year 2023. No member of our Committee is presently or has been an officer or employee of the Company. In addition, during the last fiscal year, no executive officer served as a member of the board or the Committee (or other board committee performing similar functions or, in the absence of any such committee, the entire board) of any entity in which a Callon Board member is an executive officer.

Executive Compensation Tables

The compensation paid to the Company’s executive officers generally consists of base salaries, annual cash incentive payments, awards under the 2020 Plan, contributions to the Company’s 401(k) plan and miscellaneous perquisites. The table below sets forth information regarding fiscal years 2023, 2022, and 2021 compensation awarded to, earned by or paid to the Company’s NEOs, in each case for the years in which these individuals constituted NEOs under SEC rules. This includes all individuals who served as the Company’s CEO or CFO during 2023, the three other most highly compensated executive officers serving at the end of the fiscal year, and one additional executive officer who would have been one of the three other most highly compensated executive officers had such executive officer been employed by the Company as of the end of the fiscal year. For a detailed description of the NEOs, please see “Compensation Discussion and Analysis - Executive Pay Program and Decisions - 2023 Named Executive Officers” above. The CD&A above provides a full description of our 2023 executive compensation program design.

Summary Compensation Table


Name and Principal Position	Year	Salary		Bonus		Stock Awards(a)			Non-Equity Incentive Plan Compensation(b)		All Other Compensation(c)		Total
Joseph C. Gatto, Jr.(d) President & CEO	2023	$	940,221	$	—	$	5,526,064		$	3,422,318	$	138,584	$	10,027,187
	2022	$	896,606	$	—	$	1,828,585		$	1,441,847	$	29,167	$	4,196,205
	2021	$	865,000	$	—	$	2,092,309		$	2,718,028	$	34,142	$	5,709,479
Kevin Haggard(e) Senior Vice President & CFO	2023	$	539,808	$	—	$	898,120		$	1,332,457	$	95,549	$	2,865,934
	2022	$	475,578	$	—	$	767,246		$	554,355	$	37,547	$	1,834,726
	2021	$	276,923	$	—	$	1,289,435		$	708,750	$	18,000	$	2,293,108
Russell E. Parker(f) Senior Vice President & Chief Operating Officer	2023	$	283,269	$	—	$	1,884,251		$	484,500	$	66,132	$	2,718,152
Michol L. Ecklund(g) Senior Vice President, Chief Sustainability Officer, General Counsel & Corporate Secretary	2023	$	476,192	$	—	$	1,383,499		$	1,126,422	$	104,378	$	3,090,491
	2022	$	448,269	$	—	$	575,450		$	520,065	$	30,407	$	1,574,191
	2021	$	430,000	$	—	$	656,241		$	1,057,414	$	33,773	$	2,177,428
Gregory F. Conaway(h) Vice President & Chief Accounting Officer	2023	$	364,462	$	—	$	300,752		$	536,660	$	138,243	$	1,340,117
	2022	$	320,961	$	—	$	223,753		$	309,563	$	37,692	$	891,969
	2021	$	305,385	$	—	$	256,065		$	609,663	$	35,323	$	1,206,436
Jeffrey S. Balmer(i)(j) Former Senior Vice President & COO	2023	$	356,193	$	—	$	874,595	(k)	$	2,019,500	$	433,145	$	3,683,433
	2022	$	528,269	$	175,000	$	878,032		$	645,478	$	36,875	$	2,263,654
	2021	$	510,000	$	175,000	$	1,041,649		$	1,323,863	$	27,272	$	3,077,784

(a) The amounts reported in the “Stock Awards” column represent the aggregate grant date fair value of RSUs and MSUs computed in accordance with FASB ASC Topic 718, disregarding estimates for forfeitures. The MSUs granted in 2023 are subject to market conditions and have been valued utilizing a Monte Carlo simulation as of the grant date of the awards and the maximum value of the MSU award as of the grant date was $4,683,000; no MSUs were granted in 2021 or 2022.

(b) The amounts reported in the “Non-Equity Incentive Plan Compensation” column represent payouts under the annual performance bonus program for 2021, 2022, and 2023. See “Performance-Based Annual Cash Bonus Incentive” in the CD&A above. The amounts reported for 2021 include certain retention incentive awards for eligible officers as described in “2020 Transition and Retention Awards” in the CD&A in our 2022 proxy statement. The amounts reported for 2023 include the vested values of 2021 cash performance units for eligible officers as described under “Vesting of 2021-2023 Cash Performance Units” in the CD&A above.

(d) Mr. Gatto’s salary was increased from $908,250 to $952,000 effective March 2, 2023.

(e) Mr. Haggard’s salary was increased from $485,000 to $560,000 effective March 2, 2022.

(f) Mr. Parker was not an NEO prior to 2023. Mr. Parker joined the Company as Chief Operating Officer on June 28, 2023, with an annual salary of $600,000.

(g) Ms. Ecklund’s salary was increased from $455,000 to $484,000 effective March 2, 2023.

(h) Mr. Conaway’s salary was increased from $325,000 to $379,000 effective March 2, 2023.

(i) Dr. Balmer’s salary was increased from $535,000 to $560,000 effective March 2, 2023.

(j) Dr. Balmer ceased serving as Senior Vice President and Chief Operating Officer for the Company effective June 28, 2023, due to his retirement. In connection with Dr. Balmer’s departure from the Company, the Company entered into a separation agreement with Dr. Balmer dated as of July 5, 2023 (the “Separation Agreement”). Pursuant to the Separation Agreement and the terms and conditions of his 2021 Cash Performance Units, 2022 “Business Sustainability” Cash Performance Units, and 2022 “Returns” Cash Performance Units, Dr. Balmer received payment of $2,019,500 “Qualified Retirement” benefits under the CPU Agreements. See “Employment Agreements, Termination of Employment and Change in Control Arrangements - Separation Agreement.”

(k) The RSUs and CPUs granted to Dr. Balmer on March 2, 2023, as well as the unvested portions of his previously granted RSUs, were forfeited in connection with Dr. Balmer’s retirement from the Company, effective June 28, 2023.

Table of All Other Compensation for 2023


NEO	Year	Company Contributions to 401(k)(a)		Company Provided Auto(b)			Other(c)			Total
Joseph C. Gatto, Jr.	2023	$	26,400	$	112,184		$	—		$	138,584
Kevin Haggard	2023	$	16,511	$	77,238		$	1,800		$	95,549
Russell E. Parker	2023	$	22,281	$	—		$	43,851	(d)	$	66,132
Michol L. Ecklund	2023	$	26,587	$	75,691		$	2,100		$	104,378
Gregory F. Conaway	2023	$	26,352	$	109,741		$	2,150		$	138,243
Jeffrey S. Balmer	2023	$	25,250	$	98,834	(e)	$	309,061	(f)	$	433,145

(a) Subject to IRS limits, Company contributions to each NEO’s 401(k) account for 2023 consist of a 6% matching contribution plus a 2% profit sharing contribution for 2023.

(b) The imputed value for personal use of a company-provided vehicle represents annual depreciation based on a three-year life, plus insurance, fuel, maintenance and repairs, pursuant to IRS rules. As part of the executive officer vehicle plan termination, the Committee approved supplemental salary payments to the NEOs impacted by the plan termination in the following amounts: Mr. Gatto - $70,000; Mr. Haggard - $30,000; Ms. Ecklund - $60,000; Mr. Conaway - $60,000.

(c) Except as otherwise indicated in footnotes (d), (e) and (f) below, each NEO, other than Dr. Balmer, was reimbursed up to $2,500 for an annual physical.

(d) Mr. Parker received $43,851 for reimbursement for certain reasonable relocation expenses which included transportation expenses, home sale and purchase assistance, shipment of additional household goods, and tax gross-ups on these payments.

(e) In addition to the payment detailed in footnote (b) above, upon Dr. Balmer’s retirement, the Company transferred to Dr. Balmer the title to the company vehicle that was being used by Dr. Balmer, which was valued at $92,131.

(f) Dr. Balmer received a total of $300,000 in monthly consulting fees pursuant to the Consulting Agreement between the Company and Dr. Balmer, dated as of July 5, 2023 (the “Consulting Agreement”). Pursuant to the Consulting Agreement, Dr. Balmer received a monthly fee of $50,000 in exchange for assisting the Company in transitioning the duties of the Chief Operating Officer position. The Consulting Agreement terminated on December 31, 2023. Pursuant to Dr. Balmer’s Separation Agreement, the Company agreed to maintain COBRA continuation coverage for Dr. Balmer and his eligible family members for a period of 18 months. During 2023, the Company paid $9,061 for COBRA continuation coverage. See “Employee Agreements, Termination of Employment and Change in Control Arrangements - Separation Agreement.”

Stock-Based Incentive Compensation Plans

The 2020 Omnibus Incentive Plan (the “2020 Plan”) was approved by shareholders on June 8, 2020. Awards available under the 2020 Plan include grants of stock options, stock appreciation rights or units, restricted stock, RSUs, and performance shares or units. As of December 31, 2023, approximately 1,326,047 shares remain unissued and available for grant in the 2020 Plan.

Grants of Plan-Based Awards During 2023

The following table presents grants of awards under the 2020 Plan during the fiscal year ending December 31, 2023:


	Grant Date	Estimated Future Payouts Under Non-Equity Incentive Plan Awards(a)						Estimated Future Payouts Under Equity Incentive Plan Awards(b)			Other Awards (Shares or Units)(c)		Grant Date Fair Value of Stock Awards(d)
NEO		Threshold		Target		Maximum		Threshold	Target	Maximum
Joseph C. Gatto, Jr.	1/1/2023	$	—	$	1,190,000	$	2,380,000
	3/2/2023										49,829		$	2,021,064
	3/2/2023	$	—	$	2,939,400	$	5,878,800
	4/26/2023							—	100,000	150,000			$	3,505,000
Kevin Haggard	1/1/2023	$	—	$	504,000	$	1,008,000
	3/2/2023										22,143		$	898,120
	3/2/2023	$	—	$	1,306,200	$	2,612,400
Russell E. Parker	6/28/2023	$	—	$	570,000	$	1,140,000
	6/28/2023										24,409	(e)	$	840,402
	6/28/2023										30,318	(f)	$	1,043,849
	6/28/2023	$	—	$	1,440,000

SEC Form 10-K/A filed by Callon Petroleum Company (Amendment)