Document

DEF 14A 1 den-2021xdefinitiveproxyst.htm DEF 14A DEFINITIVE PROXY STATEMENT Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

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o						Preliminary Proxy Statement
o						Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
þ						Definitive Proxy Statement
o						Definitive Additional Materials
o						Soliciting Material Pursuant to §240.14a-12

Denbury Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD WEDNESDAY, MAY 26, 2021

To our Stockholders:

You are hereby notified that the 2021 Annual Meeting of Stockholders of Denbury Inc., a Delaware corporation (“Denbury” or the “Company”), will be held virtually at www.virtualshareholdermeeting.com/DEN2021 at 8:00 A.M. Central Daylight Time (CDT) on Wednesday, May 26, 2021, for the following purposes:

a.to elect eight directors, each to serve until the next annual meeting of stockholders and until his or her successor is elected and qualified, or until his or her earlier resignation or removal;

b.to hold an advisory vote to approve named executive officer compensation;

c.to ratify the Audit Committee’s selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2021;

and to transact such other business as may properly come before the annual meeting or any adjournment or postponement thereof.

Only stockholders of record at the close of business on March 31, 2021 are entitled to notice of, and to vote at, the annual meeting. The annual meeting will be held at www.virtualshareholdermeeting.com/DEN2021. To be admitted to the annual meeting at www.virtualshareholdermeeting.com/DEN2021, stockholders must enter the control number found on their proxy card, voting instruction form or notice. Once properly admitted to the annual meeting, stockholders of record as of the record date may vote their shares by following the instructions available on the meeting website during the meeting and may also view the complete list of stockholders entitled to vote at the annual meeting. To ask a question pertaining to the business of the annual meeting, stockholders must submit it in advance of the annual meeting by visiting www.proxyvote.com. Questions may be submitted until 11:59 p.m., Eastern Time, on Monday, May 24, 2021. Each stockholder will be limited to no more than one question. Technical support will be available on the meeting platform at www.virtualshareholdermeeting.com/DEN2021 beginning at 7:30 A.M. CDT on May 26, 2021 or by calling 800-586-1548 (US) or 303-562-9288 (International). The technical support offered through this service is designed to address difficulties related to the virtual meeting website, and it is recommended that you contact your broker should you be unable to locate your control number.

Beginning on or about April 15, 2021, the Company mailed a Notice Regarding the Internet Availability of Proxy Materials to its stockholders containing instructions on how to access the proxy materials and vote via the Internet. Instructions for requesting a paper copy of the proxy materials are contained in the Notice Regarding the Internet Availability of Proxy Materials.

By order of the Board of Directors,

/s/ James S. Matthews


James S. Matthews Executive Vice President, Chief Administrative Officer, General Counsel and Secretary April 15, 2021

Stockholders of record are urged to vote their proxy promptly, whether or not they expect to virtually attend the annual meeting.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD VIRTUALLY ON MAY 26, 2021:

We have elected to take advantage of the U.S. Securities and Exchange Commission rules that allow us to furnish proxy materials to our stockholders via the Internet. These rules allow us to provide information that our stockholders need while lowering costs, accelerating the speed of delivery and reducing the environmental impact of our annual meeting. This proxy statement, along with the Company’s Annual Report to Stockholders, which includes our Annual Report on Form 10-K for the year ended December 31, 2020, are available via the Internet at www.proxyvote.com.

TABLE OF CONTENTS


Internet Availability of Proxy Materials			1
Record Date and Common Stock Outstanding			1
Voting of Common Stock			1
Voting by Stockholders of Record			1
Voting by Beneficial Owners			2
Quorum; Required Vote; Treatment of Abstentions and Broker Non-Votes			2
Persons Making the Solicitation			3
Our Company			3
Proposal One: Election of Directors			5
Compensation of Non-Employee Directors			12
2020 Director Compensation			12
2020 Director Compensation Table			13
Governance of the Company			14
Board Leadership Structure			14
Presiding Director			14
Corporate Governance Guidelines			14
Risk Oversight			15
Identification of Director Candidates			15
Director Independence			16
Code of Conduct and Ethics			16
Related Party Transactions			16
Communication with the Board			17
Board Meetings, Attendance and Committees			18
Audit Committee			19
Compensation Committee			20
Nominating/Corporate Governance Committee			20
Sustainability Committee			21
Management			22
Security Ownership of Certain Beneficial Owners and Management			23
Compensation Committee Report			25
Compensation Committee Interlocks and Insider Participation			25
Executive Compensation – Compensation Discussion and Analysis			26
Summary of Executive Compensation Practices			26


Objectives and Philosophy			27
2020 Say-on-Pay Results			27
Roles in Setting Executive Officer Compensation			27
Use of Peer Survey Comparisons			28
Compensation Components			29
2021 Compensation			31
Perquisites and Other Benefits			32
Risk Assessment Related to Our Compensation Program			32
Policy on Recovery of Compensation and Clawbacks			32
Executive Compensation – Compensation Tables			33
Summary Compensation Table			33
Post-Emergence Grants of Plan-Based Awards			34
2020 Outstanding Equity Awards at Fiscal Year-End			35
Option Exercises and Stock Vested During 2020			35
Potential Payments Upon Termination or Change in Control			35
CEO Pay Ratio			38
Proposal Two: Advisory Vote to Approve Named Executive Officer Compensation			39
Equity Compensation Plan Information			40
Audit Matters			41
Audit Committee Report			41
Independent Auditor Fees			42
Proposal Three : Ratify the Audit Committee’s Selection of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm for 2021			43
Stockholder Proposals for Our 202 2 Annual Meeting of Stockholders			44
Proposals for Inclusion in Our 202 2 Proxy Statement			44
Advanced Notice of Nominations or Proposed Business for Our 202 2 Annual Meeting of Stockholders			44
Other Matters			45

DENBURY INC.

PROXY STATEMENT

Annual Meeting of Stockholders

to be held on Wednesday, May 26, 2021

This proxy statement is furnished in connection with the solicitation of proxies by the Board of Directors (“our Board” or “the Board”) of Denbury Inc., a Delaware corporation (“Denbury” or “the Company”), for use at the Company’s virtual annual meeting of stockholders to be held on Wednesday, May 26, 2021 at www.virtualshareholdermeeting.com/DEN2021, or at any adjournment or postponement thereof. This proxy statement, proxy card and our 2020 Annual Report to Stockholders are being first made available to stockholders on or about April 15, 2021.

INTERNET AVAILABILITY OF PROXY MATERIALS

As permitted under the rules of the Securities and Exchange Commission (the “SEC”), the Company is making its proxy materials available to its stockholders electronically via the Internet. On or about April 15, 2021, the Company is sending a Notice Regarding the Internet Availability of Proxy Materials (the “Notice”) to its stockholders of record as of the close of business on March 31, 2021. The Notice includes (i) instructions on how to access the Company’s proxy materials and vote via the Internet, (ii) the date, time and virtual location of the annual meeting, (iii) a description of the matters intended to be acted upon at the annual meeting, (iv) a list of the materials being made available electronically, (v) instructions on how a stockholder can request paper copies of the Company’s proxy materials, (vi) any control/identification numbers that a stockholder needs to access the proxy materials and (vii) information about attending and voting at the virtual annual meeting.

RECORD DATE AND COMMON STOCK OUTSTANDING

Our Board has fixed the record date for the annual meeting as of the close of business on March 31, 2021. Only Denbury stockholders of record on the record date are entitled to receive notice of and to vote at the annual meeting. If you are a holder of our common stock, you are entitled to one vote at the annual meeting for each share of common stock you held on the record date. On the record date, there were 50,005,619 shares of Denbury common stock issued and outstanding and entitled to vote at the annual meeting.

VOTING OF COMMON STOCK


Voting by Stockholders of Record

You are a stockholder of record if your shares are directly held by you and registered in your name with our transfer agent, Broadridge Corporate Issuer Solutions, Inc. If you are a stockholder of record, you may vote your shares via the Internet at www.proxyvote.com in accordance with the instructions in the Notice. You may also vote by touch-tone telephone from the United States by calling 1-800-690-6903, or by completing, signing and dating the proxy card and returning the proxy card in the prepaid envelope. In order to be valid and acted upon at the annual meeting, your proxy must be received before 11:59 P.M. Eastern Daylight Time (EDT) on May 25, 2021. Shares represented by proxy will be voted at the annual meeting unless the proxy is revoked at any time prior to the time at which the shares covered by proxy are voted by: (i) timely submitting a proxy with new voting instructions via the Internet or telephone; (ii) timely delivering a valid, later-dated executed proxy card; (iii) delivering a written notice of revocation that is received by our Secretary at 5851 Legacy Circle, Plano, Texas 75024, by 11:59 P.M. Eastern Daylight Time (EDT) on May 25, 2021; or (iv) voting at the virtual annual meeting by completing a ballot. Attending the annual meeting virtually without completing a ballot will not revoke any previously submitted proxy. If you properly complete and sign your proxy card but do not indicate how your shares should be voted on a matter, the shares represented by your proxy will be voted in accordance with the recommendation of our Board as discussed below.



			Kevin O. Meyers


						Joined the Board: 2011
						Age: 67
						Board Committees: Compensation Committee, Sustainability Committee
						Principal Occupation: Independent Consultant


			Kevin O. Meyers has been a director of Denbury since July 2011 and Chairman of the Board since September 2020. Dr. Meyers has more than 40 years of experience in the oil and gas industry, having retired from ConocoPhillips at the end of 2010. Dr. Meyers currently serves on the board of directors of Precision Drilling Corporation (NYSE: PDS), a provider of drilling equipment and services, and Hess Corporation (NYSE: HES), an oil and natural gas exploration and production company. Dr. Meyers previously served on the board of directors of Hornbeck Offshore Services, Inc. (NYSE: HOS), Bill Barrett Corporation (NYSE: BBG), LUKOIL, the World Energy Council, the United States Energy Association, the Board of Regents of the University of Alaska and the Nature Conservancy of Alaska. For the ten years prior to retirement, Dr. Meyers was a senior executive with ConocoPhillips, most recently serving as Senior Vice President Exploration and Production, Americas. Prior to that, he was President of ConocoPhillips Canada, President of ConocoPhillips Russia and Caspian Region, and President of ConocoPhillips Alaska. For the twenty years prior to that, he served in engineering, technical and executive positions with ARCO, last serving as President of ARCO Alaska.

			Dr. Meyers holds a Ph.D. in Chemical Engineering from the Massachusetts Institute of Technology and Bachelor’s degrees in Chemistry and Mathematics from Capital University in Ohio. Dr. Meyers’ educational background and extensive industry and technical experience provide the Board with significant insight into the Company’s operations and technical matters. His leadership experience with large oil and gas companies further broadens the perspectives he brings to the Board.



			Anthony M. Abate


						Joined the Board: 2020
						Age: 56
						Board Committees: Audit Committee, Compensation Committee
						Principal Occupation: Founder, Chief Operating Officer and Chief Financial Officer of Echo360, Inc.


			Anthony M. Abate has been a director of Denbury since September 2020. Mr. Abate has served as Founder, Chief Operating Officer and Chief Financial Officer of Echo360, Inc. (“Echo360”), an educational technology company that provides a suite of learning solutions to the higher education and continuing education markets globally, since 2007. Before joining Echo360, Mr. Abate served as a private equity partner, most recently at Battery Ventures where he initiated investments, retained active board responsibilities, raised significant debt and equity capital, and managed exits via IPO or sale. Prior to that, Mr. Abate served as a consultant at McKinsey & Co. and Mercator Partners where he advised publicly traded companies and venture-backed start-ups on how best to capitalize on the ensuing business opportunities of digitization and convergence. Mr. Abate began his career in the U.S. Air Force, where he developed an advanced computer platform for the then-classified stealth aircraft program.

			Mr. Abate currently serves as Chairman of the Board of Southeastern Grocers, a multi-brand grocery store business, is a board member of Tops Markets, a full-service grocery, pharmacy and fuel retailer, and a board member of GTT Communication, Inc., a global IP network provider. Previously, Mr. Abate served as an independent director of BroadView Networks and CBeyond Communications. Mr. Abate graduated summa cum laude with a Bachelor of Science degree in Electrical Engineering from Duke University and holds an MBA, with honors, from Harvard Business School.



			Caroline G. Angoorly


						Joined the Board: 2020
						Age: 56
						Board Committees: Nominating/Corporate Governance Committee, Sustainability Committee
						Principal Occupation: Managing Partner of GreenTao LLC


			Caroline G. Angoorly has been a director of Denbury since September 2020. Ms. Angoorly is a senior executive in the energy and sustainable infrastructure sectors with more than 25 years of domestic and international experience in business-building, transformation, strategy, project development and financing, asset management, operations, investment, and M&A. In 2010, Ms. Angoorly founded GreenTao LLC, a specialized business growth, project development, financing, strategy and execution firm. Ms. Angoorly recently returned to GreenTao as Managing Partner after over five years as the founding Chief Operating Officer (“COO”) of NY Green Bank, where she was instrumental in the establishment and evolution to full operations of a $1 billion State-sponsored investment fund focused on clean energy and sustainable infrastructure. As COO, Ms. Angoorly was responsible for establishing, implementing and constantly evolving all aspects of finance, strategy and operations, as well as a member of the investment & risk committee. She also played a leadership role at the New York State Research & Development Authority (which manages the $5.3 billion Clean Energy Fund for the State), including as a mentor and as founding Co-Chair of the organization’s Diversity & Inclusion Initiative. Previously, Ms. Angoorly was Head of Environmental Markets, North America for J. P. Morgan (focused on greenhouse gas, renewable energy and other energy-related projects and businesses), SVP and Head of Development, North East and VP, Environmental & New Business for NRG Energy, General Counsel at EnelGreenPower and a partner in the Global Project Finance Group at international firm Milbank. Ms. Angoorly’s experience also includes being a Board Member of Evolution Markets (a global commodity brokerage in energy and environmental markets and products).

			In 1999, Ms. Angoorly received the John Clemenger Memorial Medal from Melbourne Business School as top of her MBA class. Ms. Angoorly holds geology and law honors degrees from Monash University and an MBA from Melbourne Business School (partly undertaken at Columbia Business School).



			James N. Chapman


						Joined the Board: 2020
						Age: 58
						Board Committees: Compensation Committee, Nominating/Corporate Governance Committee
						Principal Occupation: Independent Consultant


			James N. Chapman has been a director of Denbury since September 2020. Mr. Chapman has more than 35 years of investment banking experience in a wide range of industries including aviation/airlines, metals/mining, natural resources/energy, automotive/general manufacturing, financial services, real estate and healthcare. Presently, he serves as the lead independent director of California Resources Corporation (NYSE: CRC) and Arch Resources, Inc. (NYSE: ARCH) and a member of the board of directors of several private companies. Mr. Chapman also serves as a non-executive Advisory Director of SkyWorks Capital, LLC (“Skyworks”), an aviation and aerospace management consulting services company based in Greenwich, Connecticut, which he joined in December 2004. Prior to SkyWorks, he was associated with Regiment Capital Advisors, LP (“Regiment”), an investment advisor based in Boston specializing in high yield investments, which he joined in January 2003. Prior to Regiment, Mr. Chapman acted as a capital markets and strategic planning consultant with private and public companies, as well as investment advisors and hedge funds (including Regiment), across a range of industries. Prior to establishing an independent consulting practice, Mr. Chapman worked for The Renco Group, Inc. (“Renco”) (a multi-billion dollar private corporation with diverse investment holdings located throughout the world) from December 1996 to December 2001. Prior to Renco, he was a founding principal of Fieldstone Private Capital Group (“Fieldstone”) in August 1990 where he headed the Corporate Finance and High Yield Finance Groups. Prior to joining Fieldstone, Mr. Chapman worked for Bankers Trust Company from July 1985 to August 1990, most recently in the BT Securities capital markets area. In prior years, Mr. Chapman has served as director of numerous other companies dating back to 1986. Mr. Chapman has served on numerous committees for the various boards including audit committee, compensation committee, pricing committee, portfolio management committee, treasury committee and corporate governance and human resource/nomination committee responsibilities. He has also served on special committees related to “going-private” transactions and other strategic initiatives, including mergers, acquisitions, restructurings, bankruptcies and litigation.

			Mr. Chapman received an MBA degree, with distinction, from Dartmouth College in 1985 and was elected an Edward Tuck Scholar. He received his Bachelor of Arts degree, with distinction, magna cum laude, at Dartmouth College in 1984 and was elected to Phi Beta Kappa, in addition to being a Rufus Choate Scholar.



			Christian S. Kendall


						Joined the Board: 2017
						Age: 54
						Principal Occupation: President and Chief Executive Officer of Denbury Inc.



			Christian S. Kendall has been a director of Denbury and the Chief Executive Officer since July 2017. Mr. Kendall joined Denbury as Chief Operating Officer in September 2015 and was named President in October 2016. Prior to joining Denbury, Mr. Kendall was employed at Noble Energy, Inc. (“Noble”), where he served as a member of Noble’s executive management and as part of its operations leadership team as Senior Vice President, Global Operations Services. Prior to that, Mr. Kendall served as Vice President, Gulf of Mexico (2011-2014), and as Business Unit Manager and Vice President, Noble Energy Mediterranean Ltd (2007-2011), having been with Noble since 2001. Mr. Kendall began his career with Mobil Oil Corporation in 1989 and, in total, has more than 30 years of oil and gas industry experience in domestic and international operations roles.

			Mr. Kendall holds a Bachelor of Science degree in Engineering, Civil Specialty, from the Colorado School of Mines and is a graduate of the Advanced Management Program at the Harvard Business School. As President and Chief Executive Officer of Denbury, Mr. Kendall is intimately knowledgeable of the day-to-day and strategic operations of the Company, providing the Board with a management perspective.



			Lynn A. Peterson


						Joined the Board: 2017
						Age: 68
						Board Committees: Audit Committee, Nominating/Corporate Governance Committee
						Principal Occupation: Chief Executive Officer and President of Whiting Petroleum Corporation

			Lynn A. Peterson has been a director of Denbury since 2017. Mr. Peterson has been Chief Executive Officer and President of Whiting Petroleum Corporation (NYSE: WLL) since September 2020. Previously, he served as Chairman of the Board, President and Chief Executive Officer of SRC Energy Inc. (“SRC”) from May 2015 until its acquisition by PDC Energy in January 2020. Before joining SRC, he was a co-founder of Kodiak Oil & Gas Corporation, and served as its Chairman of the Board, President and Chief Executive Officer from 2001 until its acquisition by Whiting Petroleum Corporation in December 2014. Mr. Peterson has served as a director of PDC Energy (NASDAQ: PDCE) since January 2020.

			Mr. Peterson graduated from the University of Northern Colorado with a Bachelor of Science in Accounting and has more than 40 years of experience in the oil and gas industry.



			Brett R. Wiggs


						Joined the Board: 2020
						Age: 55
						Board Committees: Audit Committee, Sustainability Committee
						Principal Occupation: Chief Executive Officer of Oryx Midstream Services


			Brett R. Wiggs has been a director of Denbury since September 2020. Mr. Wiggs is the Chief Executive Officer of Oryx Midstream Services. Mr. Wiggs has a long history as a successful leader in the energy industry, both in the U.S. and abroad, and has a strong record of creating value and growth. While continuing to lead it today, Mr. Wiggs formed Oryx in late 2013 and grew the company from a startup to its sale to Stonepeak Energy Partners for $3.6 billion last year. In less than seven years, Oryx became the second largest oil gathering and regional transport company in the Permian Basin moving approximately 700,000 barrels of oil per day through more than 1,500 miles of pipe and approximately 3 million barrels of storage, the majority of which were developed and built as greenfield assets. Most recently prior to founding Oryx in late 2013, Mr. Wiggs served as a managing director for EnCap Flatrock Midstream. Previously, Mr. Wiggs served as CEO of DFW Midstream Services, a natural gas gathering company focused in the Barnett Shale. Within three years of starting the company in 2008, Mr. Wiggs built a gathering system with more than 80 miles of large and small diameter pipeline and approximately 50,000 horsepower of compression in a dense urban environment. Mr. Wiggs has also served as president and general manager of Bolivia’s principal oil and gas pipeline company, Transredes SA, and as president and CEO of the Cuiaba Integrated Power Project, a power plant and natural gas pipeline project located in western Brazil. Additionally, Mr. Wiggs has held various business development and management positions at Enron and TXU.

			Prior to beginning his business career, Mr. Wiggs served as an artillery officer in the U.S. Army. He received a Bachelor of Science degree from West Point and a Master of Business Administration degree from the University of Texas.



			Cindy A. Yeilding


						Joined the Board: 2021
						Age: 60
						Board Committees: Nominating/Corporate Governance Committee, Sustainability Committee
						Principal Occupation: Independent Consultant


			Cindy A. Yeilding has been a director of Denbury since March 2021. Ms. Yeilding served as a technical expert and leader at British Petroleum (“BP”) for more than 35 years, most recently serving as Senior Vice President of BP, America from April 2016 to December 2020. While serving in that role, she chaired the coordinating subcommittee of the U.S. National Petroleum Council’s study on Carbon Capture, Use and Storage. During her career at BP, she held various positions in oil and gas exploration, production, geoscience and exploration technology. Ms. Yeilding currently serves as the Board Chair for the Offshore Technology Conference and on the board of directors of the Center for Houston’s Future Board of Directors. She previously served on the board of directors and executive committee of the Greater Houston Partnership.

			Ms. Yeilding has a Bachelor of Science degree in Geology from Southern Methodist University and a Master of Science degree in Geology from the University of North Carolina. She was one of the founding members of BP’s American Association of Petroleum Geologists women’s committee and initiated the women’s networking session for Women in Science and Engineering at the Offshore Technology Conference.


	Annual Chairperson Fee		Annual Member Fee
Board of Directors	$	125,000	$	80,000
Audit Committee	25,000		12,500
Compensation Committee	17,500		8,750
Nominating/Corporate Governance Committee	10,000		5,000
Sustainability Committee	17,500		8,750


Director						RSUs as of December 31, 2020
Kevin O. Meyers						45,839
Anthony M. Abate						30,559
Caroline G. Angoorly						30,559
James N. Chapman						30,559
Lynn A. Peterson						30,559
Brett R. Wiggs						30,559


Board of Directors’ Recommendation


Director	Fees Earned or Paid in Cash (2)		Stock Awards (3)		All Other Compensation (4)		Total
Kevin O. Meyers	$	259,509	$	1,130,848	$	9,564	$	1,399,921
Anthony M. Abate	32,456		753,891		—		786,347
Caroline G. Angoorly	29,246		753,891		—		783,137
James N. Chapman	29,246		753,891		—		783,137
Lynn A. Peterson	235,218		753,891		310		989,419
Brett R. Wiggs	26,393		753,891		—		780,284
John P. Dielwart (1)	258,675		—		310		258,985
Michael B. Decker (1)	201,975		—		201		202,176
Gregory L. McMichael (1)	213,225		—		20,732		233,957
Randy Stein (1)	222,600		—		22,000		244,600
Mary M. VanDeWeghe (1)	196,350		—		7,886		204,236


Pre-Emergence Board Committee						Number of Meetings
Audit						5
Compensation						4
Nominating/Corporate Governance						2
Reserves and HSE						3
Risk Committee						2


Board Committee						Number of Meetings
Audit						3
Compensation						4
Nominating/Corporate Governance						2
Sustainability						1


Beneficial Ownership of Common Stock as of February 28, 2021
Name of Beneficial Owner	Shares		% of Shares Outstanding
Directors and Executive Officers: *
Kevin O. Meyers	748	(1)	**
Anthony M. Abate	—		**
Caroline G. Angoorly	—		**
James N. Chapman	—		**
Lynn A. Peterson	470	(1)	**
Brett R. Wiggs	—		**
Cindy A. Yeilding	—		**
Christian S. Kendall	3,569	(1)	**
Mark C. Allen	3,597	(1)	**
James S. Matthews	1,041	(1)	**
All of the executive officers and directors as a group (10 persons)	9,425		**
Stockholders owning 5% or more of issued and outstanding common stock
Fidelity Management & Research Company	14,218,417	(2)	28.4	%
GoldenTree Asset Management LP	5,519,427	(3)	11.0	%
Capital World Investors	3,474,271	(4)	6.9	%
Cyrus Capital Partners, L.P.	2,666,624	(5)	5.3	%


Name						Title
Christian S. Kendall						President and Chief Executive Officer
Mark C. Allen						Executive Vice President, Chief Financial Officer, Treasurer and Assistant Secretary
James S. Matthews						Executive Vice President, Chief Administrative Officer, General Counsel and Secretary


Compensation Peer Group
Berry Corporation	Kosmos Energy Ltd.	Range Resources Corporation
Bloom Energy Corporation	Laredo Petroleum, Inc.	SM Energy Company
Bonanza Creek Energy, Inc.	Matador Resources Company	Talos Energy Inc.
Callon Petroleum Company	Montage Resources Corporation	Whiting Petroleum Corporation
Cimerex Energy Co.	PDC Energy, Inc.
Comstock Resources, Inc.	QEP Resources, Inc.


Annual Base Salary Rate at Year-End
	2019		2020		% Change
Christian S. Kendall	$	840,000	$	672,000	(20)%
Mark C. Allen	$	580,000	$	580,000	—%
James S. Matthews	$	500,000	$	500,000	—%


Pre-Emergence Incentive Cash Awards
Christian S. Kendall						$3,400,000
Mark C. Allen						$2,146,000
James S. Matthews						$1,550,000


Post-Emergence Grants
	RSUs	PSUs	Total
Christian S. Kendall	373,503	373,503	747,006
Mark C. Allen	140,064	140,063	280,127
James S. Matthews	73,534	73,533	147,067


PSU Vesting Schedule
Stock Price Hurdle						Vesting Percentage
$18.75						25%
$21.00						50%
$23.25						75%
$24.75						100%


2021 Annual Base Salary Rate
Christian S. Kendall						$772,000
Mark C. Allen						605,000
James S. Matthews						525,000


Target Annual Incentive Bonus Percentages
Christian S. Kendall						130%
Mark C. Allen						120%
James S. Matthews						100%


2021 Annual Incentive Bonus
Metric						Target Points
EBITDAX						40
Total Production						20
HSE Performance						15
Lease Operating Expenses						10
Reserves Replacement						10
General & Administrative Expenses						5
Total						100


Name and Principal Position	Year	Salary		Bonus(1)		Stock Awards(2)		Non-Equity Incentive Plan Compensation(3)		All Other Compensation(4)		Total
Christian S. Kendall	2020	$	743,416	$	3,400,000	$	18,249,357	$	—	$	48,937	$	22,441,710
President and Chief Executive Officer	2019	823,750		—		3,012,057		1,199,704		48,709		5,084,220
	2018	775,000		—		3,518,097		1,383,375		53,110		5,729,582
Mark C. Allen	2020	$	580,000	$	2,146,000	$	6,843,503	$	—	$	48,719	$	9,618,222
Executive Vice President, Chief Financial Officer, Treasurer and Assistant Secretary	2019	565,000		—		1,469,295		759,636		53,296		2,847,227
	2018	520,000		—		1,856,775		866,320		53,751		3,296,846
James S. Matthews	2020	$	500,000	$	1,550,000	$	3,592,847	$	—	$	47,926	$	5,690,773
Executive Vice President, Chief Administrative Officer, General Counsel and Secretary	2019	487,500		—		771,378		546,191		50,825		1,855,894
	2018	450,000		—		977,246		642,600		53,085		2,122,931


Name	Year	Restricted Common Stock		Incentive-Based Operational Awards		TSR Awards		Post-Emergence Grants		Total
Christian S. Kendall	2020	$	—	$	—	$	—	$	18,249,357	$	18,249,357
	2019	816,355		776,266		1,419,436		—		3,012,057
	2018	1,439,996		719,999		1,358,102		—		3,518,097
Mark C. Allen	2020	—		—		—		6,843,503		6,843,503
	2019	398,222		378,665		692,408		—		1,469,295
	2018	760,000		379,999		716,776		—		1,856,775
James S. Matthews	2020	—		—		—		3,592,847		3,592,847
	2019	209,066		198,799		363,513		—		771,378
	2018	399,996		199,999		377,251		—		977,246


Name	Year	401(k) Plan (a)		Insurance Premiums (b)		Perquisites (c)		Total
Christian S. Kendall	2020	$	17,100	$	6,837	$	25,000	$	48,937
Mark C. Allen	2020	17,100		6,619		25,000		48,719
James S. Matthews	2020	17,100		5,826		25,000		47,926


			Levels of Future Payouts Under Non-Equity Incentive Plan Awards			Levels of Future Payouts Under Equity Incentive Plan Awards			All Other Stock Awards; Number of Shares of Stock or Units (#)	Grant Date Fair Value of Stock and Option Awards ($)(1)
Name	Grant Date	Action Date	Threshold ($)	Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)
Christian S. Kendall
Performance Stock Units (2)	12/4/2020	12/2/2020	—	—	—	—	—	373,503	—	9,035,038
Restricted Stock Units (3)	12/4/2020	12/2/2020	—	—	—	—	—	—	373,503	9,214,319
Mark C. Allen
Performance Stock Units (2)	12/4/2020	12/2/2020	—	—	—	—	—	140,063	—	3,388,124
Restricted Stock Units (3)	12/4/2020	12/2/2020	—	—	—	—	—	—	140,064	3,455,379
James S. Matthews
Performance Stock Units (2)	12/4/2020	12/2/2020	—	—	—	—	—	73,533	—	1,778,763
Restricted Stock Units (3)	12/4/2020	12/2/2020	—	—	—	—	—	—	73,534	1,814,084


	Option Awards			Stock Awards
	Number of Securities Underlying Unexercised Options (#)	Option Exercise Price	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#) (1)	Market Value of Shares or Units of Stock That Have Not Vested ($)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (2)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Awards That Have Not Vested ($)
Name	Exercisable
Christian S. Kendall				373,503	9,595,292
						373,503	9,595,292
Mark C. Allen				140,064	3,598,244
						140,063	3,598,218
James S. Matthews				73534	1,889,088
						73,533	1,889,063


	Option Awards		Stock Awards (1)
Name	Number of Shares Acquired on Exercise (#)	Value Realized on Exercise ($)	Number of Shares Acquired on Vesting (#)	Value Realized on Vesting ($)
Christian S. Kendall	—	—	87,335	15,720
Mark C. Allen	—	—	73,594	13,247
James S. Matthews	—	—	34,933	6,288


Name	Severance Protection Plan Payment ($) (1)	Healthcare and Other Insurance Benefits ($)	Fair Value of Accelerated Equity Incentive Plan Compensation ($) (2)	Non-Equity Incentive Plan Compensation ($)	Other ($)	Tax Gross Up ($)	Total Value ($)
Christian S. Kendall
Change in Control with no termination of employment	—	—	18,916,472	—	—	—	18,916,472
Change in Control plus an involuntary termination of employment	10,990,619	98,199	18,916,472	—	—	—	30,005,290
Death	—	—	9,831,888	—	—	—	9,831,888
Disability			473,192				473,192

Mark C. Allen
Change in Control with no termination of employment	—	—	7,093,671	—	—	—	7,093,671
Change in Control plus an involuntary termination of employment	7,397,934	97,096	7,093,671	—	—	—	14,588,701
Death	—	—	3,686,967	—	—	—	3,686,967
Disability			177,447				177,447

James S. Matthews
Change in Control with no termination of employment	—	—	3,724,185	—	—	—	3,724,185
Change in Control plus an involuntary termination of employment	5,608,187	95,698	3,724,185	—	—	—	9,428,070
Death			1,935,668				1,935,668
Disability	—	—	93,160	—	—	—	93,160


Proposal Two: Advisory Vote to Approve Named Executive Officer Compensation

SEC Form DEF 14A filed by Denbury Inc.