nog-20230413

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)

SCHEDULE 14A INFORMATION

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

Exchange Act of 1934 (Amendment No. ___)

Filed by the Registrant x

Filed by a Party other than the Registrant o

Check the appropriate box:

o Preliminary proxy statement.

o Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2)).

x Definitive Proxy Statement.

o Definitive Additional Materials.

o Soliciting Material Pursuant to § 240.14a-12.

NORTHERN OIL AND GAS, INC.

(Name of Registrant as Specified in Its Charter)

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

Payment of filing fee (Check the appropriate box):

x No fee required.

o Fee paid previously with preliminary materials.

o Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

4350 Baker Road ● Suite 400

Minnetonka, Minnesota 55343

April 13, 2023

Dear Stockholder:

We are pleased to invite you to attend the 2023 Annual Meeting of Stockholders of Northern Oil and Gas, Inc., a Delaware corporation (the “Company,” “we,” “our” or “us”), to be conducted online on Thursday, May 25, 2023, commencing at 1:00 p.m. Central Time.

The meeting will be completely virtual. Hosting a virtual meeting provides expanded access, improved communication and cost savings for our stockholders and us and enables stockholder participation from any location around the world, reducing the carbon footprint associate with travel to the meeting. In addition to attendance via the Internet, stockholders have an opportunity to hear all portions of the official meeting, submit written questions during the meeting, vote electronically during the open poll portion of the meeting, and listen to any live responses to stockholder questions immediately following the formal meeting.

You may attend the meeting, vote your shares and submit questions electronically during the meeting via live webcast by logging in at: www.virtualshareholdermeeting.com/NOG2023. We recommend that you log in at least 15 minutes before the meeting to ensure that you are logged in when the meeting starts.

The formal notice of the meeting and proxy statement follow this cover letter. Enclosed with this proxy statement are your proxy card, a return envelope and a copy of our Annual Report on Form 10-K for the year ended December 31, 2022.

We hope you are able to attend the meeting.

Thank you.


			By Order of the Board of Directors,

			Bahram Akradi Chairperson of the Board of Directors

NORTHERN OIL AND GAS, INC.

4350 Baker Road ● Suite 400

Minnetonka, Minnesota 55343

NOTICE OF 2023 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD MAY 25, 2023

To the Stockholders of Northern Oil and Gas, Inc.:

Notice is hereby given that the 2023 Annual Meeting of Stockholders of Northern Oil and Gas, Inc., a Delaware corporation (the “Company,” “we,” “our” or “us”), will be conducted online at www.virtualshareholdermeeting.com/NOG2023, on Thursday, May 25, 2023, at 1:00 p.m. Central Time (the “Annual Meeting”). For purposes of attendance at the Annual Meeting, all references in this notice and the accompanying proxy statement to “attend,”, “present in person” or “in person” shall mean virtually present at the Annual Meeting. The Annual Meeting is being held for the following purposes:

1. To elect eight directors to serve until the Annual Meeting of Stockholders in 2024;

2. To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023;

3. To add shares to and approve an Amended and Restated 2018 Equity Incentive Plan;

4. To approve, on an advisory basis, the compensation paid to our named executive officers; and

5. To approve, on an advisory basis, the frequency of holding future advisory votes on executive officer compensation.

Only stockholders of record at the close of business on March 28, 2023 are entitled to notice of, and to vote at, the Annual Meeting, or any adjournment(s) or postponement(s) thereof.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting. The following proxy materials and information are available for you to review online at www.northernoil.com/investors/news-events/annual-meeting: (i) our notice of annual meeting and proxy statement (which includes instructions on how to attend and vote your shares electronically during the Annual Meeting); (ii) our Annual Report on Form 10-K for the year ended December 31, 2022; and (iii) our form of proxy card.

Your vote is important. You may vote your shares via the Internet both before and during the Annual Meeting, or by telephone or mail in advance. Please refer to the section “Voting Instructions” for detailed voting instructions. Whether or not you are able to attend the Annual Meeting virtually, we urge you to vote your shares in advance of the Annual Meeting as promptly as possible.

We look forward to you joining us during the Annual Meeting.


			By Order of the Board of Directors,

			Bahram Akradi Chairperson of the Board of Directors

Minnetonka, Minnesota

April 13, 2023

TABLE OF CONTENTS


			Page
THE ANNUAL MEETING			1
VOTING INSTRUCTIONS			2
CORPORATE GOVERNANCE			4
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			8
PROPOSAL 1: ELECTION OF DIRECTORS			10
PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS			13
AUDIT COMMITTEE REPORT			15
PROPOSAL 3: APPROVAL OF AMENDED AND RESTATED 2018 EQUITY INCENTIVE PLAN			16
PROPOSAL 4: ADVISORY VOTE TO APPROVE THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS			24
PROPOSAL 5: ADVISORY VOTE ON THE FREQUENCY OF HOLDING FUTURE ADVISORY VOTES ON NAMED EXECUTIVE COMPENSATION			25
EXECUTIVE COMPENSATION			26
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS			44
FORM 10-K			45
HOUSEHOLDING			45
STOCKHOLDER PROPOSALS FOR 2024 ANNUAL MEETING			45
OTHER MATTERS			46


*			Denotes committee chairperson.
+			Mr. Akradi has served as Chairperson of the Board of Directors since January 2018.


Name(1)	Number of Shares	Percent of Common Stock
Certain Beneficial Owners:
BlackRock, Inc.(2) 55 East 52nd Street New York, NY 10055	10,887,554	12.8	%
TRT Holdings, Inc.(3) 4001 Maple Ave., Suite 600 Dallas, TX 75219	8,309,577	9.7	%
FMR, LLC(4) 245 Summer Street, Boston, MA 02210	7,890,715	9.2	%
Capital World Investors(5) 333 South Hope Street, 55th Floor Los Angeles, CA 90071	6,054,000	7.1	%
Angelo, Gordon & Co., L.P.(6) 245 Park Avenue, 26th Floor New York, NY 10167	4,580,569	5.4	%

Directors:
Bahram Akradi	1,713,909	2.0	%
Lisa Bromiley	42,176	*
Roy Easley	44,412	*
Michael Frantz	47,477	*
William Kimble	2,005	*
Jack King	56,353	*
Stuart Lasher	326,607	*
Jennifer Pomerantz	4,859	*
Executive Officers:
Chad Allen	54,097	*
Adam Dirlam	78,794	*
James Evans	44,987	*
Nicholas O’Grady	199,755	*
Erik Romslo	87,536	*
Directors and current Executive Officers as a group (13 persons)	2,702,967	3.2	%


	Fiscal Year Ended
	December 31, 2022			December 31, 2021
Audit Fees	$	1,678,315		$	1,303,958
Audit-Related Fees	195,175			662,950
Tax Fees	130,052		(1)	73,347		(1)
All Other Fees	—			—
Total	$	2,003,542		$	2,040,255


Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights(1)		Weighted-average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans
Equity compensation plans approved by security holders

2018 Equity Incentive Plan	77,060	(2)	—		382,520	(3)
Equity compensation plans not approved by security holders	—		—		—
Total	77,060	(2)	$	—	382,520	(3)


Nicholas O’Grady			Chief Executive Officer
Adam Dirlam			President
Chad Allen			Chief Financial Officer
James Evans			Chief Technical Officer (previously Executive Vice President & Chief Engineer)
Erik Romslo			Chief Legal Officer & Secretary


Berry Corporation			Magnolia Oil & Gas Corporation
Brigham Minerals			Matador Resources Company
Chord Energy Corporation			Murphy Oil Corporation
Callon Petroleum Company			PDC Energy, Inc.
Centennial Resource Development			Ranger Oil Corporation
Civitas Resources, Inc.			SM Energy Company
Kimbell Royalty Partners, LP			Talos Energy Inc.
Laredo Petroleum, Inc.			W&T Offshore, Inc.


	2021 Salary ($)	2022 Salary ($)	Increase (% )
Nicholas O’Grady	515,000	750,000	46	%
Adam Dirlam	335,000	425,000	27	%
Chad Allen	290,000	350,000	21	%
James Evans	280,000	320,000	14	%
Erik Romslo	392,000	400,000	2	%


	2022 STIP
	Threshold			Target			Maximum
	Value ($)	% of Salary		Value ($)	% of Salary		Value ($)	% of Salary
Nicholas O’Grady	300,000	40	%	600,000	80	%	900,000	120	%
Adam Dirlam	150,000	35	%	300,000	71	%	450,000	106	%
Chad Allen	100,000	29	%	200,000	57	%	300,000	86	%
James Evans	100,000	31	%	200,000	63	%	300,000	94	%
Erik Romslo	125,000	31	%	250,000	63	%	375,000	94	%


	Earned Award under STIP ($)	Discretionary Bonus ($)	Total Cash Award ($)	Total (% of Salary)
Nicholas O’Grady	800,000	512,500	1,312,500	175	%
Adam Dirlam	400,000	343,750	743,750	175	%
Chad Allen	266,667	170,833	437,500	125	%
James Evans	266,667	133,333	400,000	125	%
Erik Romslo	333,333	66,667	400,000	100	%


		Performance Award			Contingent Award Opportunity
	Base Award ($)	Threshold ($)	Target ($)	Maximum ($)	Threshold ($)	Target ($)	Maximum ($)
Nicholas O’Grady	300,000	200,000	600,000	1,000,000	100,000	300,000	500,000
Adam Dirlam	125,000	83,333	250,000	416,667	41,667	125,000	208,333
Chad Allen	87,500	58,333	175,000	291,667	29,167	87,500	145,833
James Evans	87,500	58,333	175,000	291,667	29,167	87,500	145,833
Erik Romslo	112,500	75,000	225,000	375,000	37,500	112,500	187,500


*			Denotes less than 1% ownership.


			Performance Award						Contingent Award Opportunity
	Base Award (%)		Threshold (%)		Target (%)		Maximum (%)		Threshold (%)		Target (%)		Maximum (%)
Nicholas O’Grady	40	%	27	%	80	%	133	%	13	%	40	%	67	%
Adam Dirlam	29	%	20	%	59	%	98	%	10	%	29	%	49	%
Chad Allen	25	%	17	%	50	%	83	%	8	%	25	%	42	%
James Evans	27	%	18	%	55	%	91	%	9	%	27	%	46	%
Erik Romslo	28	%	19	%	56	%	94	%	9	%	28	%	47	%


	Total Awards
	Value ($)	% of Salary
Nicholas O’Grady	1,800,000	240	%
Adam Dirlam	750,000	176	%
Chad Allen	525,000	150	%
James Evans	525,000	164	%
Erik Romslo	675,000	169	%


Name and Principal Position(1)	Year	Salary ($)	Bonus ($)(2)	Stock Awards ($)(3)	Non-Equity Incentive Plan Compensation ($)(4)	All Other Compensation ($)(5)	Total Compensation ($)
Nicholas O’Grady	2022	750,000	512,500	783,260	800,000	74,713	2,920,473
Chief Executive Officer	2021	515,000	590,000	1,449,989	—	63,659	2,618,648
	2020	500,000	50,000	779,999	—	62,883	1,392,882

Adam Dirlam	2022	425,000	343,750	326,354	400,000	68,485	1,563,589