sbow-20230403

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

Filed by the Registrant þ

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))
þ			Definitive Proxy Statement
o			Definitive Additional Materials
o			Soliciting Material under Rule 14a-12


SilverBow Resources, 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 all boxes that apply):
þ			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

April 3, 2023

Dear SilverBow Resources, Inc. Shareholder:

Our 2023 annual meeting of shareholders will be held on May 16, 2023.

Our proxy statement is enclosed, accompanied by a copy of our annual report for the fiscal year ended December 31, 2022. The proxy statement describes information about SilverBow Resources, Inc. that you should consider when you vote for the proposals in conjunction with our upcoming annual meeting. Your vote is important to us, and we urge you to review the accompanying materials, vote and submit your proxy as promptly as possible to ensure the presence of a quorum for the annual meeting.

On behalf of the Board of Directors, thank you for your support and trust as a shareholder of SilverBow Resources, Inc.


			Sincerely,
			Sean C. Woolverton
			Chief Executive Officer and Director

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To be held May 16, 2023

The annual meeting of shareholders of SILVERBOW RESOURCES, INC. (“SilverBow” or "the Company") will be held on May 16, 2023, at 10:00 a.m. (Central Time), at the Conference Center at 960 Memorial City Way, Houston, Texas 77024. The annual meeting will be held for the following purposes:

1.To elect the three Class I directors and one Class II director identified in this proxy statement to serve until the 2026 and 2024 annual meeting of shareholders, respectively, or until their successors are duly elected and qualified or appointed in accordance with the Charter, Bylaws and then-applicable terms of the Nomination Agreement (each as defined in the accompanying proxy statement);

2.To conduct a nonbinding advisory vote to approve the compensation of SilverBow’s named executive officers as presented in this proxy statement;

3.To conduct a nonbinding advisory vote on the frequency of future advisory votes to approve the compensation of SilverBow's named executive officers;

4.To ratify the selection of BDO USA, LLP as SilverBow's independent auditor for the fiscal year ending December 31, 2023; and

5.To conduct such other business as may properly be presented during the annual meeting, or at any and all adjournments or postponements thereof.

A record of shareholders has been taken as of the close of business on March 17, 2023, and only shareholders of record at that time will be entitled to vote on the proposals up for approval at our annual meeting, or any adjournment or postponement thereof. A complete list of shareholders will be available commencing May 5, 2023, and may be inspected during normal business hours by contacting our Investor Relations Department at 920 Memorial City Way, Suite 850, Houston, Texas 77024; by telephone at (281) 874-2700 or (888) 991-SBOW; or by email to info@sbow.com.


			By Order of the Board of Directors,
			Annie Foley
			Corporate Secretary
April 3, 2023

Your Vote Is Important!

Whether or not you plan to attend the annual meeting of shareholders, we urge you to vote and submit your proxy as promptly as possible to ensure the presence of a quorum for the annual meeting. For additional instructions on voting your shares, please refer to the proxy materials.

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held On May 16, 2023

Your proxy card or voting instruction form will contain instructions on how to view our proxy materials for the annual meeting of shareholders on the internet. Our proxy statement and the Company’s annual report to shareholders on Form 10‑K are available at www.sbow.com.

TABLE OF CONTENTS


			Page
PROXY STATEMENT			1
Solicitation			1
Voting Information			1
PROPOSAL 1 - ELECTION OF DIRECTORS			5
Board Structure			5
Directors Nomination Process			6
Summary of Director Qualifications			7
Director Nominees			8
Vote Required and Board Recommendation			11
CONTINUING MEMBERS OF THE BOARD OF DIRECTORS			12
Class II Directors			12
Class III Directors			13
Compensation of Directors			15
Corporate Governance			17
Related-Party Transactions			18
AFFIRMATIVE DETERMINATIONS REGARDING INDEPENDENT DIRECTORS AND FINANCIAL EXPERTS			21
MEETINGS AND COMMITTEES OF THE BOARD			22
Audit Committee			22
Compensation Committee			22
Nominating and Strategy Committee			23
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			24
Security Ownership of Certain Beneficial Owners			24
Security Ownership of Board of Directors and Management			25
Securities Authorized for Issuance Under Equity Compensation Plans			26
EXECUTIVE OFFICERS			27
EXECUTIVE COMPENSATION			28
Compensation Discussion and Analysis (“CD&A”)			28
Process for Administering our Compensation Programs			35
Tax Considerations			37
Clawback Policy			37
Compensation Policies and Practices as They Relate to Risk Management			37
Compensation Committee Report			38
Summary Compensation Table			39
Grants of Plan-Based Awards			39
Outstanding Equity Awards at December 31, 2022			41
Option Exercises and Stock Vested			42
Pension Benefits			42
Nonqualified Deferred Compensation			42
Potential Payments Upon Termination or Change in Control			43
Conditions and Covenants			46
PROPOSAL 2 - ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION			47


PROPOSAL 3 — ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES TO APPROVE EXECUTIVE COMPENSATION			49
PAY RATIO DISCLOSURE			50
Criteria Used for Pay Ratio			50
CEO Pay Ratio			50
PAY VERSUS PERFORMANCE			51
Pay Versus Performance Table			51
Relationship between CAP and Performance Measures			52
Important Financial Performance Measures			53
PROPOSAL 4 - RATIFICATION OF SELECTION OF BDO USA, LLP AS SILVERBOW'S INDEPENDENT AUDITOR FOR THE FISCAL YEAR ENDING DECEMBER 31, 2023			54
Selection of BDO USA, LLP as Independent Auditor			54
Voting on Independent Auditor Proposal			54
AUDIT COMMITTEE DISCLOSURE			55
Preapproval Policies and Procedures			55
Fees Paid to Independent Registered Public Accounting Firm			55
Report of the Audit Committee			55
SHAREHOLDER PROPOSALS			56
SEC Rule 14a-8 Proposals for Inclusion in the Company’s 2024 Proxy Materials			56
Advanced Notice of Nominations or Proposed Business for the Company’s 2024 Annual Meeting of Shareholders			56
COMMUNICATIONS WITH THE BOARD OF DIRECTORS			57
FORWARD-LOOKING STATEMENTS			57
ANNUAL REPORT ON FORM 10-K			58
APPENDIX A - DEFINITION OF NON-GAAP MEASURES AS CALCULATED BY THE COMPANY (UNAUDITED)			59

SILVERBOW RESOURCES, INC.

920 Memorial City Way, Suite 850

Houston, Texas 77024

(281) 874-2700

PROXY STATEMENT

for the

2023 ANNUAL MEETING OF SHAREHOLDERS

Solicitation

These proxy materials are being made available to the shareholders of SilverBow Resources, Inc. (“SilverBow,” “the Company,” “we,” “us” or "our") beginning on or about April 3, 2023. The Board of Directors (the “Board”) of SilverBow is soliciting your proxy to vote your shares of SilverBow common stock ("Common Stock") for the proposals up for approval at our annual meeting of shareholders (the “Annual Meeting”). Our Annual Meeting will be held at the Conference Center at 960 Memorial City Way, Houston, Texas 77024, on Tuesday, May 16, 2023, at 10:00 a.m. (Central Time). Holders of shares on March 17, 2023, the record date, are entitled to notice of, and to vote at, our Annual Meeting or any adjournment thereof.

The Board is soliciting proxies to give all shareholders the opportunity to vote on the matters that will be presented for approval at the Annual Meeting. This proxy statement provides you with the information on these matters to assist you in voting your shares.

Voting Information

What is a proxy?

A proxy is your legal designation of another person or persons (the “proxy” or “proxies”) to vote on your behalf. By voting your shares as instructed in the materials you received, you are giving the designated proxies appointed by the Board the authority to vote your shares in the manner you indicate on the accompanying proxy card.

Who are the proxies appointed by the Board of Directors for the Annual Meeting?

The following officers of SilverBow have been appointed to act as proxies for the Company with respect to shares of our issued and outstanding Common Stock at the Annual Meeting:


Sean C. Woolverton			Chief Executive Officer
Christopher M. Abundis			Executive Vice President, Chief Financial Officer and General Counsel
Steven W. Adam			Executive Vice President and Chief Operating Officer

Who is qualified to vote?

You are qualified to receive notice of and to vote for the proposals up for approval at our Annual Meeting if you own shares of Common Stock as of the close of business on our record date of Friday, March 17, 2023.

How many shares of Common Stock are entitled to vote for the proposals up for approval at the Annual Meeting?

As of the March 17, 2023, record date, there were 22,602,018 shares of Common Stock issued, outstanding and entitled to vote for the proposals up for approval at the Annual Meeting. Each share of Common Stock is entitled to one vote on each matter presented.

What is the difference between holding shares as a shareholder of record and as a beneficial owner?

Many of our shareholders hold their shares through a broker, trustee or other nominee rather than having the shares registered directly in their own name. There are some distinctions between shares held of record and those owned beneficially that are summarized below.


1 \| SilverBow Resources, Inc.			2023 Proxy Statement

Shareholder of Record – If your shares are registered directly in your name with our transfer agent, you are the shareholder of record of the shares. As the shareholder of record, you have the right to grant a proxy to vote your shares to the Company or another person, or to vote your shares during the Annual Meeting.

Beneficial Owner – If your shares are held through a broker, trustee or other nominee, it is likely that they are registered in the name of the nominee and you are the beneficial owner of shares held in “street name.” As the beneficial owner of shares held for your account, you have the right to direct the registered holder to vote your shares as you instruct. Your broker, trustee or other nominee has provided a voting instruction card for you to use in directing how your shares are to be voted. You are also invited to attend the Annual Meeting. However, since a beneficial owner is not the shareholder of record, you may not vote your shares in person at the meeting unless you obtain a legal proxy from the registered holder of the shares giving you the right to do so.

How do I vote for the proposals up for approval at the Annual Meeting?

Prior to the Annual Meeting, if you are a shareholder of record, you may vote using any of the following methods:

Via the Internet – You may vote by proxy via the internet by following the instructions provided in the Notice or proxy card accompanying the proxy materials you received. To vote via the internet prior to the Annual Meeting, please visit www.proxyvote.com and have your proxy card in hand, including the 16-digit control number, when you log onto the website.

By Telephone – Shareholders who have received printed copies of the proxy materials may vote by proxy by calling the number found on the proxy card accompanying the proxy materials you received. Please have the proxy card in hand when you call.

By Mail – Shareholders who have received printed copies of the proxy materials may vote by proxy by completing the proxy card accompanying the proxy materials you received by mail and returning it in the envelope provided.

If you are a beneficial owner whose shares are held in "street name," you should refer to the instructions provided by the broker, trustee or other nominee that holds your shares.

During the Annual Meeting, if you are a shareholder of record, you may vote in person at the Annual Meeting. We will give you a ballot during the meeting.

If you are a beneficial owner whose shares are held in "street name," and you wish to vote in person at the Annual Meeting, you must obtain a legal proxy from the organization that holds your shares.

What are other considerations in voting my shares?

In order to ensure that all votes are received, the Company recommends that you vote your shares in advance of the Annual Meeting. This way your vote will be counted whether or not you later decide to attend the meeting.

What is householding?

We follow an SEC-approved procedure known as “householding.” Under this procedure, only one copy of the proxy statement and annual report on Form 10-K is being delivered to shareholders residing at the same address, unless the shareholders have notified SilverBow of their desire to receive multiple copies. This allows us to reduce the environmental impact of printing and providing proxy materials and associated printing and mailing costs.

If you received a householded mailing this year and would like additional copies of the proxy statement and annual report on Form 10-K mailed to you, please contact Broadridge Financial Solutions, Inc. (“Broadridge”) by telephone at 1-800-579-1639, or by email at sendmaterial@proxyvote.com and include your control number in the subject line. Broadridge will promptly deliver any additional copies requested. If you would like to enroll in or withdraw from householding, please contact the Company’s transfer agent, American Stock Transfer & Trust Company (if you hold your shares “of record”) at 6201 15th Avenue, Brooklyn, New York 11219, help@astfinancial.com or 1-800-937-5449, or the broker, trustee or other nominee through which you hold your shares.


2023 Proxy Statement			SilverBow Resources, Inc. \| 2

Householding is limited to accounts within the same bank or brokerage firm. Therefore, if you have accounts containing Common Stock at more than one brokerage firm, you may receive a copy of the proxy statement and annual report on Form 10-K from each firm.

What are the Board’s recommendations on how I should vote my shares?

The Board recommends that you vote your shares as follows:


Proposal 1 —			FOR the election of the three Class I director nominees and one Class II director nominee identified in this proxy statement, with terms to expire at the 2026 and 2024 annual meeting of shareholders, respectively;
Proposal 2 —			FOR the approval of the nonbinding advisory vote to approve the compensation of SilverBow’s named executive officers as presented in this proxy statement;
Proposal 3 —			ONE YEAR on the nonbinding advisory vote on the frequency of future advisory votes to approve the compensation of SilverBow's named executive officers; and
Proposal 4 —			FOR the ratification of the selection of BDO USA, LLP as SilverBow's independent auditor for the fiscal year ending December 31, 2023.

What are my choices when voting?

Proposal 1 — You may cast your vote “for” electing each of the nominees as directors or “withhold” your vote on one or more nominees.

Proposals 2 and 4 — You may cast your vote “for” or “against” or you may abstain with respect to each proposal.

Proposal 3 — You may choose from among four options in connection with this proposal, namely whether future shareholder votes to approve the compensation of SilverBow's named executive officers should occur every one year, two years or three years or you may abstain from voting.

How will my shares be voted if I do not specify how they should be voted?

If you vote by proxy, the individuals named on the proxy card (your “proxies”) will vote your shares in the manner you indicate. If you sign and return the proxy card without indicating your instructions, your shares will be voted in accordance with the Board's recommendations above.

What is a quorum?

The holders of a majority of the voting power of the outstanding shares of stock of SilverBow entitled to vote for the proposals to be approved at the Annual Meeting, either represented by attendance at the meeting or represented by proxy, shall constitute a quorum for the Annual Meeting. Votes withheld and abstentions are deemed as “present” during the Annual Meeting and are counted for quorum purposes.

Can I change my vote after I have voted?

You may revoke your proxy and change your vote at any time before the final vote during the Annual Meeting. If you submit a vote and wish to change it prior to the Annual Meeting, you may vote again via the internet or by telephone before the date and time that internet and telephone voting is no longer available, as set forth on your Notice, voting instruction form or proxy card. Only your latest internet or telephone proxy submitted prior to the Annual Meeting will be counted. You may also change your vote by signing and returning a new proxy card or voting instruction form with a new date. You may also change your vote by attending the Annual Meeting and voting by ballot at the meeting. If you are a beneficial owner, you should refer to any instructions provided by the broker, trustee or other nominee who holds your shares on how to revoke your proxy or change your vote.

What vote is required to approve each proposal? How are votes withheld, abstentions and broker non-votes treated?

For Proposal 1, our Bylaws provide for directors to be elected by a plurality of the votes cast by the holders of shares entitled to vote at the Annual Meeting. Each of Proposals 2 and 4 require the affirmative vote of the holders of a majority of the shares present at the Annual Meeting in person or by proxy and entitled to vote on


3 \| SilverBow Resources, Inc.			2023 Proxy Statement

that proposal. The outcome of Proposal 3 will be determined by a plurality of the votes of the shares present at the Annual Meeting in person or by proxy and entitled to vote on that proposal.

Brokers who hold shares in "street name" for customers are required to vote those shares as the customers instruct. Under applicable rules, brokers are permitted to vote on "routine" matters even if they have not received voting instructions from their customers, but they are not permitted to vote on "non-routine" matters absent specific voting instructions from their customers. A "broker non-vote" occurs when a broker holds shares for a customer, which are present at the meeting, but lacks discretionary voting power with respect to a particular proposal because the customer has not given the broker instructions regarding how to vote those shares. Proposal 1, Proposal 2 and Proposal 3 are each expected to be considered "non-routine" matters and consequently, brokers are not expected to be able to vote uninstructed shares on these proposals. Proposal 4 is expected to be considered a "routine" matter and consequently, a broker would be expected to be able to vote uninstructed shares on this proposal. Note that whether a proposal is considered routine or non-routine is subject to stock exchange rules and final determination by the stock exchange. Even with respect to routine matters, some brokers are choosing not to exercise discretionary voting authority. As a result, we urge you to direct your broker how to vote your shares on all proposals to ensure that your vote is counted.

For Proposal 1, the election of directors, votes withheld will have the same effect as not voting, and an abstention for Proposal 3 has no effect on the proposal. For Proposals 2 and 4, abstentions will have the same effect as a vote against the matter. For all proposals, broker non-votes, if any, while counted for general quorum purposes, are not deemed to be “present” with respect to any matter for which a broker does not have authority to vote and will have no effect on the outcome of any such proposal for which the broker does not have authority to vote.

Who pays the cost of this proxy solicitation?

The cost of preparing, printing and mailing the proxy materials and soliciting proxies is paid for by SilverBow. SilverBow will also request brokerage firms, banks, nominees, custodians and fiduciaries to forward proxy materials to the beneficial owners of shares of Common Stock as of the record date and will reimburse these entities for the costs of forwarding the proxy materials in accordance with customary practice. Your cooperation in promptly voting your shares will help to avoid additional expense.

Is this proxy statement the only way the proxies are being solicited?

In addition to this solicitation by the Board, employees of SilverBow may solicit proxies in person or by mail, delivery service or telephone without additional compensation. The Company has retained Alliance Advisors, LLC to act as a proxy advisor in conjunction with the Annual Meeting and to perform proxy watch services which includes monitoring and reporting on voting for the Annual Meeting. The Company has agreed to pay this firm $4,000, plus reasonable out-of-pocket expenses, for such proxy advisory and watch services.


2023 Proxy Statement			SilverBow Resources, Inc. \| 4

PROPOSAL 1 — ELECTION OF DIRECTORS

Board Structure

Pursuant to our Certificate of Incorporation, as amended (the "Charter"), the Board is made up of three classes of directors. There are currently nine directors on SilverBow's Board. On January 9, 2023, at the recommendation of the Nominating and Strategy Committee, the Board increased its size from seven directors to nine directors and appointed Jennifer M. Grigsby and Kathleen McAllister to fill the newly created directorships. The Board designated Ms. Grigsby as a Class I independent director with an initial term of office expiring at the Annual Meeting. The Board designated Ms. McAllister as a Class II independent director. Her class notwithstanding, as a director appointed to fill newly created directorship position, in accordance with our Charter, Ms. McAllister also has an initial term of office expiring at the Annual Meeting.

Class I directors’ terms expire at the Annual Meeting; except as noted above, Class II directors’ terms expire at the 2024 annual meeting of shareholders; and Class III directors’ terms expire at the 2025 annual meeting of shareholders. At each annual meeting of shareholders, directors elected to succeed those whose term has expired will ordinarily be elected to three-year terms; a director who is standing for election due to being appointed to a newly created directorship position will be elected to a term which will expire at the same time as that of the other directors of the same class.

Michael Duginski, Christoph O. Majeske and Jennifer M. Grigsby have been nominated by the Board to stand for election at the Annual Meeting as Class I Directors, and Kathleen McAllister has been nominated by the Board to stand for election at the Annual Meeting as a Class II Director. SilverBow's Second Amended and Restated Bylaws (the "Bylaws") provide for directors to be elected by a plurality of votes cast by holders of shares entitled to vote in the election of directors at a meeting of the shareholders at which a quorum is present. If elected at the Annual Meeting, the three Class I director nominees and one Class II director nominee, terms will expire at the 2026 and 2024 annual meeting of shareholders, respectively, or until their successors are duly elected and qualified or appointed in accordance with the Charter, Bylaws and then-applicable terms of the Nomination Agreement (as defined below).

SilverBow's governance structure as a whole, including our Charter, Bylaws, and Nomination Agreement, was negotiated and designed in connection with our reorganization. As a component of our governance framework, on April 22, 2016, we entered into the Director Nomination Agreement (the “Nomination Agreement”) between SilverBow and certain other former holders of our cancelled senior notes, including Strategic Value Partners, LLC (“SVP”). Under the current terms of the Nomination Agreement, SVP has the right to designate two director nominees, subject to conditions on share ownership, and maintain the right to remove and replace its director designees at any time. For more information on the Nomination Agreement see “Continuing Members of the Board of Directors—Related-Party Transactions.”

Committee Membership

Director Nominees

Class

Term Expires

Audit

Compensation

Nominating and Strategy

Michael Duginski

2023

Jennifer M. Grigsby(1)

2023

Christoph O. Majeske

2023

Kathleen McAllister(1)

2023

Continuing Directors

Gabriel L. Ellisor

2024

Charles W. Wampler

2024

David Geenberg

III

2025

Marcus C. Rowland

III

2025

Sean C. Woolverton

III

2025

_______________________________

C = Committee Chair; M = Committee Member

(1) Mses. Grigsby and McAllister commenced service as directors on January 9, 2023. At the date this proxy statement is being made available to shareholders, both directors have yet to be assigned to Board committees.


5 \| SilverBow Resources, Inc.			2023 Proxy Statement

Directors Nomination Process

Identifying Candidates

Subject to the then-applicable terms of the Nomination Agreement, the Nominating and Strategy Committee, in consultation with the Chairman of the Board, is responsible for identifying and screening potential director candidates and recommending qualified candidates to the Board for nomination. The Committee will also consider director candidates recommended by the shareholders in accordance with the Company’s Bylaws. For information on how to recommend a director candidate, refer to “Shareholder Proposals” in this proxy statement. The Nominating and Strategy Committee evaluates nominees recommended by shareholders using the same criteria it uses to evaluate other candidates, subject to the terms of the Nomination Agreement.

Qualifications

The Board has codified standards for directors in SilverBow's Principles for Corporate Governance. These principles provide that the Board should include a diverse range of talent, perspective, skill and expertise sufficient to provide sound and prudent guidance with respect to the Company's operations and interests. The Principles for Corporate Governance also provide that at all times a majority of the Board must be "independent directors" as defined by the listing requirements of the New York Stock Exchange ("NYSE") and any specific requirements established by the Board. The Nominating and Strategy Committee has not established in any governing document a specific minimum or fixed maximum age (although a director must inform the Chairman of the Board or the Chair of the Nominating and Strategy Committee when he/she reaches the age of 75), education, years of business experience or specific types of skills for potential director candidates; but, in general, consideration is given to each candidate’s reputation, mature judgment, career specialization, relevant technical skills, diversity and the extent to which the candidate would fill a present need on the Board.

The Company’s Principles for Corporate Governance require that each director:

• understand SilverBow's business and the marketplaces in which it operates;

• regularly attend meetings of the Board and of the Board committee(s) on which he or she serves;

• review the materials provided in advance of meetings and any other materials provided to the Board from time to time;

• monitor and keep abreast of general economic, business and management news and trends, as well as developments in SilverBow's competitive environment and SilverBow's performance with respect to that environment;

• actively, objectively and constructively participate in meetings and the strategic decision-making processes;

• share his or her perspective, background, experience, knowledge and insights as they relate to the matters before the Board and its committees;

• be reasonably available when requested to advise the CEO and management on specific issues not requiring the attention of the full Board but where an individual director’s insights might be helpful to the CEO or management; and

• be familiar and comply in all respects with the Code of Ethics and Business Conduct of the Company.

We have not adopted a specific written policy with respect to diversity; however, the Nominating and Strategy Committee considers principles of diversity, including different viewpoints, backgrounds, experiences and other demographics (such as age, gender, nationality, race, ethnicity and LGBTQ+ status), as factors in evaluating nominees to recommend for service on our Board. As part of the Board’s annual succession planning and self-assessment processes, and in accordance with the terms of the then-applicable Nomination Agreement, the Board reviews the diversity of specific skills and characteristics necessary for optimal functionality of the Board in its oversight of the Company for both the short and long term. This assessment of diversity and the proper skills and characteristics of candidates on our Board must be done in accordance with the Nomination Agreement in effect, as discussed further in the "Related-Party Transactions" section of this proxy statement, which establishes our Board structure and director classes and gives the right to SVP to nominate and remove two directors.


6 \| SilverBow Resources, Inc.			2020 Proxy Statement

The Board’s succession planning requires the Nominating and Strategy Committee and the Board to consider the skill areas currently represented on the Board, and specifically those represented by directors expected to retire or leave the Board in the near future. Those skill sets are assessed against the target skill areas established annually by the Board and the recommendations of directors regarding skills that could potentially improve the overall quality and ability of the Board to carry out its function. The Board then establishes the specific target skill areas or experiences, as well as considering other principles of diversity, that are to be the focus of a director search, when necessary, as the Board did with the director search related to the expansion of the Board in January 2023. Specific qualities or experiences could include experience in the Company's industry, financial or technological expertise, experience in situations comparable to the Company's, leadership experience and relevant geographical experience. The effectiveness of the Board's diverse mix of skills and experiences is also considered and reviewed as part of each Board self-assessment.

Nomination of Candidates

In determining whether to nominate a candidate, either from an internally-generated shareholder recommendation or as an appointment under the terms of the then-existing Nominating Agreement, the Nominating and Strategy Committee will consider the composition and capabilities of existing Board members, as well as additional capabilities considered necessary or desirable in light of existing and future Company needs. The Nominating and Strategy Committee also exercises its independent business judgment and discretion in evaluating the suitability of any recommended candidate for nomination.

Summary of Director Qualifications

The members of our Board demonstrate a diversity of experience and a wide variety of backgrounds, skills and experiences that strengthen their ability to carry out their oversight role on behalf of our shareholders. The following chart summarizes the broad spectrum of such skills, experience, and backgrounds that the Board considers valuable to effective oversight and reflects how our directors individually and collectively represent these competencies. The lack of an indicator for an individual skill or experience does not mean that the director does not possess that skill or experience and SilverBow looks to each director to be knowledgeable in these areas; rather the indicator represents that the skill or experience is a core competency each director brings to the Board. More details on each director's qualifications, skills, expertise and background are included in the director biographies on the following pages.

Skills and Experience

Duginkski

Ellisor

Geenberg

Grigsby

Majeske

McAllister

Rowland

Wampler

Woolverton

Accounting & Financial Reporting

Business Development /Mergers and Acquisitions

Executive Leadership/Experience

Corporate Governance

Environmental, Health, Safety & Sustainability

E&P Industry Experience

Finance/ Capital Allocation

Operations

Other Public Company Board Service

Private Company Board Service

Strategic Planning and Risk Management

Tenure and Independence

Service Commenced

2016

2023

2016

2023

2016

2017

Independent

Demographics

Age

Gender Identity

Male

Female

Male

Female

Male


7 \| SilverBow Resources, Inc.			2023 Proxy Statement

Director Nominees

The biography of each of the nominees below contain information regarding the person's service as a director of SilverBow, business experience, director positions with other companies held currently or at any time during the last five years, information regarding involvement in certain legal or administrative proceedings, if applicable, and the experiences, qualifications, attributes or skills that were considered by the Nominating and Strategy Committee and the Board in determining that the person should serve as a director of the Company.

Class I Director Nominees


			Michael Duginski President and Chief Executive Officer of Sentinel Peak Resources

			Mr. Duginski has served as a director of SilverBow since April 2016, and is recommended for re-election at this Annual Meeting by both our Nominating and Strategy Committee and our Board. He is classified as an “independent director,” as such term is specifically used in the Nomination Agreement, meaning he was not designated by any of the Consenting Noteholders including SVP. Mr. Duginski assumed the role of President and CEO of Sentinel Peak Resources in 2015, a company focused on acquisition, development and exploration of oil and gas assets. Previously, Mr. Duginski was Chief Operating Officer and Executive Vice President of Berry Petroleum from 2007 to 2013, where he led all operations including corporate development, production, reserves, drilling, EH&S and land, including corporate strategic planning, until Berry's sale to Linn Energy. Mr. Duginski has served on the public board of Madagascar Oil Limited from April 2015 to April 2016, and several private boards. Mr. Duginski received his Master of Business Administration from California State University, Bakersfield, and his Bachelor of Science in Mechanical Engineering from the University of Arizona. His qualifications to serve on the Board include his approximately 35 years of experience in the oil and gas industry along with his executive and directorship experience.
Independent Director
Age: 57
Service commenced: 2016
Board Committees: Audit Nominating and Strategy (Chair)
Other current public company directorships: None


2023 Proxy Statement			SilverBow Resources, Inc. \| 8


			Jennifer M. Grigsby Former Executive Vice President and Chief Financial Officer of Ascent Resources LLC

			Ms. Grigsby was named an independent director of SilverBow Resources on January 9, 2023 by the Company’s Board, and is recommended for election at the Annual Meeting by both our Nominating and Strategy Committee and our Board. Ms. Grigsby was first identified as a director candidate by a non-management director and included in the overall candidate pool reviewed by a third-party, global search firm engaged for the director selection process. Most recently, Ms. Grigsby served as Secretary of Economic Administration for the State of Oklahoma, from March 2021 through November 2022. Prior to this role, Ms. Grigsby served as Executive Vice President and Chief Financial Officer of Ascent Resources, LLC, an oil and gas exploration and production company located in Oklahoma City, Oklahoma, from 2015 until 2020. Ms. Grigsby previously served as CFO of American Energy – Woodford, LLC and CEO and CFO of American Energy Minerals, LLC from February 2015 to July 2015. Prior to her roles at American Energy, Ms. Grigsby spent almost 19 years with Chesapeake Energy Corporation and served in various executive roles including Senior Vice President, Treasurer and Corporate Secretary and Senior Vice President – Corporate and Strategic Planning. Ms. Grigsby currently serves on the board of directors and audit committee of each of CrossFirst Bankshares, Inc., as well as Cetarus Ltd. and on the board of directors and investment committee of CompSource Mutual Insurance Company. Ms. Grigsby holds a BS degree in Accounting from Oklahoma State University and an MBA from Oklahoma City University. Ms. Grigsby is a Certified Public Accountant and Chartered Global Management Accountant and is a member of the Oklahoma Society of Certified Public Accountants and the American Institute of Certified Public Accountants. Ms, Grigsby brings over 30 years of progressive senior management experience in accounting, treasury, risk management, corporate governance, and corporate finance, primarily in the oil and gas exploration and production industry to the Board.
Independent Director
Age: 54
Service commenced: 2023
Board Committees: None at present; to be assigned
Other current public company directorships: CrossFirst Bankshares, Inc.


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			Christoph O. Majeske Advisor of Strategic Value Partners

			Mr. Majeske has served as a director of SilverBow since September 2016. He was designated as a director by SVP pursuant to the Nomination Agreement, and is recommended for re-election at this Annual Meeting by both our Nominating and Strategy Committee and our Board. Mr. Majeske is an Advisor of Strategic Value Partners and was previously a Director of Strategic Value Partners and member of the North American investment team with a focus on energy, transportation and industrials. From 2006 to 2015, he was a Vice President and Operating Executive of Cerberus Capital Management (“Cerberus”). At Cerberus, Mr. Majeske executed private equity transactions and held various interim executive roles at portfolio companies, including Chief Financial Officer and Chief Restructuring Officer, in both North America and Europe across a range of industries. From 2000 to 2006, Mr. Majeske was a member of the M&A Advisory team at PricewaterhouseCoopers. He received a Bachelor of Business Administration in Finance, Accounting and Economics with High Distinction from the University of Michigan in 2000. He also serves on the Board of Directors of White Energy. He was previously on the Board of Directors of Dolphin Drilling, Genco Shipping & Trading, GSE Environmental and PureField Ingredients. Mr. Majeske brings a wealth of financial and restructuring experience to the Board.
Independent Director
Age: 44
Service commenced: 2016
Board Committees: Compensation (Chair)
Other current public company directorships: None

Class II Director Nominee


			Kathleen McAllister Former Chief Executive Officer and Chief Financial Officer of Transocean Partners LLC

			Ms. McAllister was named an independent director of SilverBow Resources on January 9, 2023 by the Company’s Board and is recommended for election at this Annual Meeting by both our Nominating and Strategy Committee and our Board. Ms. McAllister was first identified as a director candidate by a third-party, global search firm engaged for the director selection process. Most recently, Ms. McAllister served as President, Chief Executive Officer, and Director of Transocean Partners LLC, an offshore drilling contractor, from 2014 to 2016 and as Chief Financial Officer in 2016. From 2011 to 2014, Ms. McAllister served as Vice President and Treasurer of Transocean Ltd. and led the initial public offering of Transocean Partners in 2014 after holding roles of increasing responsibility in corporate and operations, finance, treasury, accounting and tax with Transocean Ltd. Ms. McAllister began her career at Deloitte & Touche LLP and served in various finance, treasury, accounting and tax roles at Baker Hughes Company, Helix Energy Solutions Group, Inc. and Veritas DGC Inc. prior to joining Transocean. Ms. McAllister currently serves as an independent director and audit committee chair for The Metals Company, an independent director and audit committee member of Black Hills Corporation, and an independent director, audit committee member and conflicts committee member of Höegh LNG Partners LP. Ms. McAllister holds a BS degree in Accounting from the University of Houston-Clear Lake. Ms. McAllister brings proven leadership and global, capital-intensive business experience and financial acumen to the Board.
Independent Director
Age: 58
Service commenced: 2023
Board Committees: None at present; to be assigned
Other current public company directorships: The Metals Company Black Hills Corporation


2023 Proxy Statement			SilverBow Resources, Inc. \| 10

Vote Required and Board Recommendation

SilverBow's Bylaws provide that a plurality of the votes cast by holders of shares entitled to vote is necessary to elect each nominee.


The Board of Directors unanimously recommends that shareholders vote “FOR” each director nominee identified in this proxy statement to serve as a Class I or Class II Director, as applicable.

The persons named as proxies in these proxy materials, unless otherwise directed by a shareholder on a proxy card, intend to vote “FOR” the election of each nominee named in this proxy statement standing for election as a director. If any nominee should become unavailable or unable to serve as a director, the persons named as proxies may vote for a substitute nominee, the size of the Board may be reduced accordingly, or a new nominee or director may be appointed pursuant to the then-applicable terms of the Nomination Agreement; however, the Board is not aware of any circumstances likely to render any nominee unavailable.


11 \| SilverBow Resources, Inc.			2023 Proxy Statement

CONTINUING MEMBERS OF THE BOARD OF DIRECTORS

Class II Directors


			Gabriel L. Ellisor Managing Partner of 3BAR Industries LLC

			Mr. Ellisor was named a director of SilverBow in April 2016. He was originally designated as a director by the Consenting Noteholders (excluding SVP) pursuant to the Nomination Agreement. Mr. Ellisor assumed the role of Managing Partner of 3BAR Industries, LLC, a construction company focused on civil work primarily for solar projects, in June 2021. He previously served as Chief Financial Officer of Three Rivers Operating Company II, an oil and gas company, from July 2012 to February 2015 and as Chief Financial Officer for Three Rivers Operating Company I from 2010 to 2012, until such acquisition vehicles were sold. Prior to joining Three Rivers, Mr. Ellisor was a principal at Rivington Capital Advisors from 2008 to 2010. Mr. Ellisor has approximately 25 years of experience in the finance sector of the oil and gas industry, including holding various positions at First Interstate Bank, Wells Fargo, and BNP Paribas. He also served on the board of Salt Creek Midstream LLC from March 2018 until July 2020 and on the board of Energy XXI and as chair of its Audit Committee from April 2018 until its merger with Cox Oil in October 2018. Mr. Ellisor earned a B.B.A., with a major in Finance, from Texas Christian University. Mr. Ellisor’s qualifications to serve on the Board include his vast financial and transactional experience.
Independent Director
Age: 49
Service commenced: 2016
Board Committees: Audit (Chair) Compensation
Other current public company directorships: None


			Charles W. Wampler Chief Executive Officer & President of Resource Rock Exploration II, LLC

			Mr. Wampler has served as a director of SilverBow since April 2016. He was originally designated as a director by the Consenting Noteholders (excluding SVP) pursuant to the Nomination Agreement. Mr. Wampler assumed the role of Chairman, CEO and President of Resource Rock Exploration II, LLC in June 2017, a company that is focused on acquiring and developing oil and gas properties. Previously, Mr. Wampler served as Chief Operating Officer of Aspect Holdings, President of Aspect Energy and General Exploration Partners (“GEP”) and Board member for GEP from 2007 to 2012. Mr. Wampler directed the day-to-day management of Aspect’s domestic operations in the US Gulf Coast and international operations in Hungary and Kurdistan, Iraq. Before joining Aspect, Mr. Wampler was Chief Operating Officer and a Board member of Lewis Energy Group from 2004 to 2007. Prior to joining Lewis Energy, Mr. Wampler was Division Operations Manager and Drilling Manager of EOG Resources from 1984 to 2004, and prior to joining EOG, he held several engineering positions. Mr. Wampler served on the Board of Directors of Energy XXI and its Audit Committee from December 2016 until its merger with Cox Oil in October 2018. Mr. Wampler earned his Bachelor of Science in Petroleum Engineering from University of Louisiana at Lafayette. Mr. Wampler is qualified to serve on the Board due to his decades of operational experience in various facets of the oil and gas industry.
Independent Director
Age: 68
Service commenced: 2016
Board Committees: Audit Compensation
Other current public company directorships: None

Information regarding Kathleen McAllister, a Class II director, is set forth previously in this proxy statement under “Director Nominees.”


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Class III Directors


			David Geenberg Head of North American Investment Team of Strategic Value Partners

			Mr. Geenberg was appointed a director of SilverBow in April 2016 after being designated by Strategic Value Partners pursuant to the Nomination Agreement. Mr. Geenberg is Head of the North American investment team at SVP; he has served in that role since January 2016 after being a senior member of SVP’s investment team focused on power, energy, and infrastructure, in which capacity he worked for the firm since 2009. From 2005 to 2009, Mr. Geenberg worked at Goldman, Sachs & Co., most recently in the merchant bank’s Infrastructure Investment Group and, prior to that, in the Natural Resources Group in the investment bank. Mr. Geenberg currently also serves on the boards of five private companies: GenOn Energy, one of the largest independent power producers in the United States, SH-130 Concession Company, a toll road concessionaire in Texas, IPC Systems, a leading provider of trading floor communications to banks, OmniMax International, a leading US building products company, and PureField Ingredients, a plant-based protein producer, and previously served on the boards of Penn-Virginia Corporation (including as co-chairman), Chaparral Energy, Bicent Power, and White Energy. He received a Bachelor of Arts in Economics from Dartmouth College. Mr. Geenberg brings to the Board experience advising and investing in the energy industry and significant capital markets knowledge.
Independent Director
Age: 39
Service commenced: 2016
Board Committees: Nominating and Strategy
Other current public company directorships: None


13 \| SilverBow Resources, Inc.			2023 Proxy Statement


			Marcus C. Rowland Founder and Director of IOG Capital

			Mr. Rowland was named a director and Chairman of the Board of SilverBow in September 2016. He was appointed as Chairman of the Board by our Nominating and Strategy Committee and is classified as an “independent director,” as such term is specifically used in the Nomination Agreement, meaning he was not designated by any of the Consenting Noteholders including SVP. Mr. Rowland is the Founder and a Director of IOG Capital, LP ("IOG"), an energy investment firm, where he also previously led such company’s investment team as Senior Managing Director from 2014 to 2021. Prior to IOG, Mr. Rowland served as the Chief Executive Officer at FTS International, Inc. (formerly Frac Tech International, LLC) from May 2011 through November 2012, and as the President and Chief Financial Officer of Frac Tech Services, LLC and Frac Tech International, LLC from November 2010 to May 2011. Mr. Rowland served as the Chief Financial Officer or equivalent positions of Chesapeake Energy Corporation from 1993, when the company became publicly traded, until October 2010, leaving in the position of Executive Vice President and Chief Financial Officer. Prior to that, Mr. Rowland served as Chief Operating Officer of Anglo-Suisse, LP from 1990 to 1992, having previously owned his own operating company earlier in his career. Mr. Rowland has served as a director on the boards of a number of public and private companies. He was previously Chairman of the Board at Chaparral Energy, Inc. from April 2019 to October 2020, and also served as a director at SAExploration Holdings, Inc. from 2020 through December 2022, Warrior Technologies Acquisition Company from 2021 through September 2022, Key Energy Services, Inc. from 2020 through February 2022, MIND Technology, Inc. (formerly Mitcham Industries, Inc.) from 2015 through January 2022, Warren Resources, Inc. from 2012 to 2014 and Chesapeake Midstream Partners from 2010 to 2011. He is an alumnus of Wichita State University. Mr. Rowland is a seasoned oil and gas corporate executive, director, and investment manager with over 40 years of experience in all aspects of upstream and midstream business segments and brings that knowledge along with his expertise in energy mergers, acquisitions, divestitures, public securities transactions, environmental, social and governance ("ESG") oversight, and derivatives facilities to the Board.
Independent Director
Age: 70
Service commenced: 2016
Chairman of the Board
Board Committees: Nominating and Strategy
Other current public company directorships: None


2023 Proxy Statement			SilverBow Resources, Inc. \| 14


			Sean C. Woolverton Chief Executive Officer

			Mr. Woolverton was appointed Chief Executive Officer and a member of the Board of SilverBow in March 2017. He was appointed to the Board by our Nominating and Strategy Committee in accordance with the terms of the Nomination Agreement. He was previously the Chief Operating Officer of Samson Resources Company (“Samson”), a private oil and natural gas company, from January 2016 to February 2017, having joined Samson in November 2013. Samson filed for bankruptcy protection in the Federal Court in the District of Delaware on September 16, 2015, and emerged from bankruptcy on March 1, 2017, shortly after Mr. Woolverton’s resignation. From 2007 to 2013, Mr. Woolverton held a series of positions of increasing responsibility at Chesapeake Energy Corporation, a public independent exploration and development oil and natural gas company, including Vice President of its Southern Appalachia business unit. Prior to joining Chesapeake Energy Corporation, Mr. Woolverton worked for Encana Corporation, a North American oil and natural gas producer, where he oversaw its Fort Worth Basin development and shale exploration teams in North Texas. Earlier in his career, Mr. Woolverton worked for Burlington Resources in multiple engineering and management roles. Mr. Woolverton received his Bachelor of Science degree in Petroleum Engineering from Montana Tech. Mr. Woolverton brings his vast operational leadership and knowledge to SilverBow and the Board.
Employee Director
Age: 53
Service commenced: 2017
Other current public company directorships: None

Compensation of Directors

In accordance with its charter, the Compensation Committee periodically evaluates the compensation of non-employee directors for service on the Board and on Board committees. In consultation with an independent compensation consultant, FW Cook, the Compensation Committee recommends annual retainers and fees for service as chairs of Board committees, sets the terms and awards of any stock-based compensation and submits these recommendations to the Board for approval.

SilverBow's non-employee directors receive a combination of cash, in the form of an annual retainer payable on a quarterly basis, and stock-based compensation. Our non-executive Chairman of the Board and committee chairs receive additional compensation for their services due to the increased responsibilities that accompany these positions. Directors who are also employees of the Company or representatives appointed by our significant shareholder, SVP, receive no additional compensation for service as directors or as committee chairs.

The Compensation Committee, following discussions with FW Cook, returned to a more traditional compensation program for our directors in 2022, following the Company's strong financial performance in 2021 and two years of reduced long-term equity incentive awards for our directors, when the Compensation Committee had been conscious of managing equity dilution in a lower price environment. The director compensation program is designed to be positioned competitively between the market median and 75th percentile of our 2022 compensation peer group as further described in the Compensation Discussion and Analysis section of this proxy statement. For 2022, the value of the annual long-term incentive award granted to our non-employee directors was delivered 100% in restricted stock units ("RSUs"). The total long-term incentive award was designed to be valued at approximately $165,000 ($240,000 for Mr. Rowland as Chairman of the Board), using the January 2022 volume weighted average price ("VWAP") of the Company's stock. On the date of grant, February 23, 2022, given the stock price increase from January 2022 levels, the RSU awards were ultimately valued at approximately $178,000 ($259,000 for Mr. Rowland). The RSU award vested on the first day of the month following the one year anniversary of the date of grant (March 1, 2023).


15 \| SilverBow Resources, Inc.			2023 Proxy Statement

The following table shows the annual compensation payable to our non-employee directors for service during 2022:


Annual Board Retainer	$	70,000	(1)
Committee Chair Premiums:
Audit Committee Chair	$	20,000	(2)
Compensation Committee Chair	$	—	(3)
Nominating and Strategy Committee Chair	$	10,000	(4)
Annual Long-Term Incentive Retainer
Restricted Stock Units Value	$	165,000	(5)
Non-Executive Chairman of Board Premium
Annual Chairman of Board Retainer	$	75,000	(6)
Restricted Stock Units Value	$	75,000	(7)

_______________________________

(1) Annual retainer for all non-employee directors for 2022 service. Directors who are representatives appointed by our significant shareholder, SVP, receive no additional compensation (neither cash nor equity) for their service as directors and are prohibited from individually owning shares of the Common Stock under the terms of their employment, arrangement and/or agreement with SVP.

(2) Annual fee for serving as Audit Committee Chair in 2022.

(3) Annual fee for serving as Compensation Committee Chair in 2022. As the Compensation Committee Chair is a SVP representative and appointed director, no compensation was payable for service in such position.

(4) Annual fee for serving as Nominating and Strategy Committee Chair in 2022.

(5) Targeted value of the RSU award for 2022 long-term incentive retainer applicable for all non-employee directors other than directors who are representatives of and appointed by our significant shareholder, SVP.

(6) Annual additional cash retainer for leadership and increased responsibility for service as non-executive Chairman of Board.

(7) Value of 2022 premium on RSU award for long-term incentive retainer for leadership and increased responsibility as non-executive Chairman of the Board.

Our Principles for Corporate Governance include stock ownership requirements for our non-employee directors (excluding the two directors who are representatives and appointed directors of our significant shareholder, SVP) that further align the Company's director and shareholder interests by enhancing our directors' long-term perspective. Each applicable director is required to hold an equity ownership in the Company with a value of at least four times the director's annual retainer. Such ownership should generally be achieved within a five-year grace period from the later of (i) when the director was first elected to the Board or (ii) April 30, 2019, the date on which the Principles were amended to include the non-employee director stock ownership requirements.

The following table sets forth certain summary information regarding compensation paid or accrued by the Company to or on behalf of the Company’s non-employee directors for the fiscal year ended December 31, 2022. Although the Board views such as compensation for 2021 service, a restricted cash award of $80,000 ($190,000 for Mr. Rowland as Chairman of the Board) provided for 2021 to 2022 Board service (as a part of the annual long-term incentive retainer for 2021) was not earned or paid until February of 2022, and thus, is reflected in the Company's 2022 Director Compensation Table below.


Name	Fees Earned or Paid in Cash ($)(1)		Stock Awards ($)(2)		Total ($)
(a)	(b)		(c)		(h)
Michael Duginski	$	160,000	$	177,866	$	337,866
Gabriel L. Ellisor	$	170,000	$	177,866	$	347,866
David Geenberg(3)	$	—	$	—	$	—
Jennifer M. Grigsby(4)	$	—	$	—	$	—
Christoph O. Majeske(3)	$	—	$	—	$	—
Kathleen McAllister(4)	$	—	$	—	$	—
Marcus C. Rowland	$	323,853	$	258,705	$	582,558
Charles W. Wampler	$	150,000	$	177,866	$	327,866

_______________________________

(1) Amounts in this column include annual Board retainers, Board and committee chair premiums and a restricted cash award (as part of the annual long-term incentive retainer for 2021 for 2021 to 2022 Board service).


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(2) Amounts in this column reflect the aggregate grant date fair value of the RSUs granted to our non-employee directors, calculated in accordance with Financial Standards Accounting Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. For additional information about the assumptions used in the valuation of such awards, see Note 7 to Consolidated Financial Statements to the Company’s audited financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2022. As of December 31, 2022, our non-employee directors held the following number of (i) vested and unexercised stock options: Messrs. Duginski, Ellisor and Wampler - 8,823 each, and Mr. Rowland - 0; (ii) no unvested stock options; and (iii) unvested RSUs (which vested in full on March 1, 2023): Messrs. Duginski, Ellisor and Rowland - 7,362 each, and Mr. Rowland - 10,708.

(3) As described above, directors who are representatives of and appointed by our significant shareholder, SVP, do not receive any compensation for their service as directors.

(4) Mses. Grigsby and McAllister commenced service as directors on January 9, 2023, and did not receive any compensation for service in 2022.

Corporate Governance

Policies and Committee Charters

Part of the Company’s historical and ongoing corporate governance practices is the Company’s policy that officers, directors, employees and certain consultants of the Company are required to submit annual disclosure statements regarding their compliance with the Company’s Conflict of Interest Policy. A management representation letter is provided to the Nominating and Strategy Committee of the Board regarding the results of the annual disclosure statements and management’s assessment of any potential or actual conflict of interest. Based on this assessment and further discussion with management, the Nominating and Strategy Committee then directs management on what additional action, if any, the committee determines necessary with regard to any potential or actual conflict of interest or related-party transaction.

The Company also requires that officers, directors, employees and certain consultants of the Company provide an annual reaffirmation of the Company’s Code of Ethics and Business Conduct. A copy of the Code of Ethics and Business Conduct is redistributed in connection with this requirement. Each required individual is asked to reaffirm and reacknowledge that they have reviewed and refreshed their knowledge of the Code of Ethics and Business Conduct and will continue to comply with all provisions therein. Each individual also reaffirms their understanding that their continued service to the Company is dependent upon compliance with the Company’s Code of Ethics and Business Conduct. In addition, all officers, directors, employees and certain consultants are required to annually recertify their understanding of, and adherence to, the Company’s Insider Trading Policy. A copy of the Insider Trading Policy is also redistributed in connection with this requirement.

Each of the Audit, Compensation and Nominating and Strategy Committees has a committee charter. These charters are reviewed annually by the applicable committee, and all of the charters are reviewed by the Nominating and Strategy Committee. The committee charters, the Board-adopted Principles for Corporate Governance and the Code of Ethics and Business Conduct are applicable to all employees and directors, and to certain consultants, and are posted on the Company’s website at www.sbow.com. Any amendments to or waivers of the Code of Ethics and Business Conduct related to executive officers or directors will be promptly posted on SilverBow's website, if and as required.

Board Leadership Structure; Meetings of Independent Directors; Role in Risk Oversight

While our Principles for Corporate Governance do not require that our Independent Chairman of the Board and Chief Executive Officer positions be separate, under the present terms of the Nomination Agreement, the Independent Chairman position and the Chief Executive Officer position are separated. Mr. Rowland was appointed as the Independent Chairman when he joined the Board in September 2016 and Mr. Woolverton was named Chief Executive Officer in March 2017.

The Board believes that this leadership structure is appropriate at this time as it allows our Chief Executive Officer to manage and lead the day-to-day business of the Company while allowing the Independent Chairman to provide independent leadership to the Board. As Independent Chairman of the Board, Mr. Rowland presides over each executive session of independent directors.

Along with the separation of our Chairman of the Board and Chief Executive Officer roles, we also have other checks and balances for our Board structure:


17 \| SilverBow Resources, Inc.			2023 Proxy Statement

• our Audit, Compensation and Nominating and Strategy committees are all completely independent, as required;

• eight of our nine Board members are independent under the standards for members of the Compensation and Nominating and Strategy Committee;

• six of our nine Board members are independent under the standards for members of the Audit Committee;

• our independent Nominating and Strategy Committee (in conjunction with the Nomination Agreement in effect) has responsibility for Board and management succession planning and related recommendations to the full Board;

• led by the Nominating and Strategy Committee, a Board assessment is conducted annually, assessing the entire Board (not just the current class of nominees) and its committees;

• after all quarterly Audit Committee meetings, the Audit Committee meets in executive session with our independent auditor, BDO, and internal auditor team;

• following most meetings of the Board, the Independent Chairman presides over an executive session of the independent directors of the Board; and

• as provided in “Communications with the Board of Directors” in this proxy statement, any shareholder may communicate with the Board of Directors or non-management independent directors, as appropriate.

The full Board is responsible for general oversight of enterprise risk concerns inherent in our business. The Board has chosen to retain such oversight due to the significance and reach across all aspects of the business. Enterprise risks are assessed on a short-term, intermediate-term and long-term basis, and Board oversight standards take into account various factors including materiality, frequency, scope, compliance and importance to the Company and all of its stakeholders. At each Board meeting, the Board receives reports from members of our senior management that help the Board assess the risks we face in the conduct of our business. Senior technical management frequently makes presentations to the Board about current and planned exploration and development activities and business development opportunities that may subject us to operational and financial risks. The Company also engages outside advisors and experts on enterprise risk concerns, including financial, operational, ESG, legal and compliance matters, as well as potential future threats and trends, who, on an as appropriate basis, may provide periodic updates to the Board on such matters. In addition, the Audit Committee reviews the effectiveness of our internal controls over financial reporting, which are designed to address risks specific to financial reporting, with our internal auditor and independent accountant at least annually. The Audit Committee is also responsible for oversight of the Company’s cyber risk management. Periodic cyber risk updates are provided by Company management to the Board and Audit Committee, and the Audit Committee annually reviews the effectiveness of such controls. This includes mitigation initiatives, external security assessments, and employee and user training. Additionally, given the importance, our full Board has chosen to retain responsibility for oversight of environmental, social and governance ("ESG") risks at this time, including risks related to climate change, sustainability, strategy and human capital. The Board receives routine updates from the Company's ESG Task Force on sustainability and report issuance, SilverBow's ESG profile and progress updates on mitigation initiatives. Through the Company’s independent committees, SilverBow has established processes for the effective oversight of critical issues, such as integrity of our financial statements and cybersecurity by our Audit Committee, executive compensation by our Compensation Committee, and corporate governance, including the selection of directors and director nominees, by our Nominating and Strategy Committee.

Related-Party Transactions

Other than the Company’s Conflict of Interest Policy, the Company has not adopted a formal related-party transaction policy. As a matter of corporate governance policy and practice, all related-party transactions as defined under Item 404(a) of Regulation S-K along with any disclosures under SilverBow's Conflict of Interest Policy, are presented to and considered by the Nominating and Strategy Committee of the Company’s Board of Directors prior to any related-party transaction occurring, as well as annually and on an as-needed basis. See the discussion set forth above under “Corporate Governance” regarding the Conflict of Interest Policy and related annual disclosure process used to identify and evaluate related-party transactions, if any, disclosed by our directors, officers, employees and certain consultants.


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Director Nomination Agreement

On April 22, 2016, we entered into the Nomination Agreement with SVP and certain other former holders of our cancelled senior notes (the “Consenting Noteholders”). Pursuant to the Nomination Agreement, SVP has the right to designate two director nominees (each an “SVP Designated Director”), which shall be one Class I director and one Class III director; provided, that (A) the number of nominees designated by SVP shall be reduced to one director, which shall be a Class III director, at such time as SVP and its affiliates (the “SVP Entities”) collectively beneficially own Common Stock representing an equity percentage of less than 15% and greater than or equal to 8%, with the understanding that such reduction to one director shall be permanent and despite any later increase in their equity percentage, and (B) SVP shall permanently, and despite any later increase in their equity percentage, no longer be entitled to designate a nominee at such time as the SVP Entities collectively beneficially own Common Stock representing an equity percentage of less than 8%. The other Consenting Noteholders own less than the requisite equity percentage necessary to maintain their rights under the Nomination Agreement; as such, the related provisions of the Nomination Agreement for the Consenting Noteholders to designate Class II director nominees are no longer operative.

So long as SVP is entitled to designate a nominee, SVP shall have the right to remove such nominee (with or without cause), from time to time and at any time, from the Board. Should a director designated by SVP be removed for any reason, whether by SVP or otherwise in accordance with the Charter and the Bylaws, SVP shall be entitled to designate an individual to fill the vacancy created by such removal so long as SVP is entitled to designate a nominee on the date of such replacement designation, subject to the Charter and Bylaws of the Company. In addition, if SVP loses the right to nominate any directors, it may not remove and replace their directors still on the Board.

The Nomination Agreement will terminate upon the earlier to occur of (a) such time as the Consenting Noteholders in the aggregate no longer beneficially own Common Stock representing an equity percentage equal to or greater than 8%, or (b) the delivery of written notice to SilverBow by all of the Consenting Noteholders, requesting the termination of the Agreement. Further, at such time as any particular Consenting Noteholder ceases to beneficially own any shares of Common Stock, all rights and obligations of such Consenting Noteholder under the Nomination Agreement will terminate.

As of March 17, 2023, SVP maintains its right to nominate two directors (one Class I Director and one Class III Director) under the Nomination Agreement. The other Consenting Noteholders own less than the requisite equity percentage necessary to maintain their right to nominate two Class II Directors under the Nomination Agreement; as such, the related provisions of the Nomination Agreement for the Consenting Noteholders Class II director nominations are no longer operative.

The foregoing summary of the Nomination Agreement is qualified in its entirety by reference to the full text of the Nomination Agreement, which is included as Exhibit 4.7 to our Registration Statement on Form S-8 (File No. 333-210936), filed on April 27, 2016.

Registration Rights Agreement

We also entered into a registration rights agreement effective April 22, 2016 (the “Registration Rights Agreement”) with parties who received shares of Common Stock upon the effective date of the Registration Rights Agreement (the “Holders”) representing 5% or more of the Common Stock outstanding on that date, including SVP. The Registration Rights Agreement provides resale registration rights for the Holders’ Registrable Securities (as defined in the Registration Rights Agreement).

Pursuant to the Registration Rights Agreement, Holders have customary demand, underwritten offering and piggyback registration rights, subject to the limitations set forth in the Registration Rights Agreement. Under their demand registration rights, Holders owning at least 5% of the outstanding shares of Common Stock may request us to register all or a portion of their Registrable Securities, including on a delayed or continuous basis under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”). Each Holder is entitled to two demand registrations. Generally, we are required to provide notice of the demand request within five business days following the receipt of the demand notice to all additional Holders, who may, in certain circumstances, participate in the registration. Under their underwritten offering registration rights, Holders also have the right to demand us to effectuate the distribution of any or all of its Registrable Securities by means of an underwritten offering pursuant to an effective registration statement. Each Holder is entitled to two underwritten offering requests. We are not obligated to effect a demand notice or an underwritten demand notice within 180 days of


19 \| SilverBow Resources, Inc.			2023 Proxy Statement

closing either a demand registration or an underwritten offering. We are required to maintain the effectiveness of any such registration statement until the earlier of 180 days (or two years if a “shelf registration” is requested) after the effective date of the Registration Rights Agreement and the consummation of the distribution by the participating Holders. Under their piggyback registration rights, if at any time we propose to register an offering of Common Stock for our own account, we must give at least five business days’ notice to all Holders of Registrable Securities to allow them to include a specified number of their shares in the registration statement.

These registration rights are subject to certain conditions and limitations, including the right of the underwriters to limit the number of shares to be included in a registration and our right to delay or withdraw a registration statement under certain circumstances. We will generally pay all registration expenses in connection with our obligations under the Registration Rights Agreement, regardless of whether a registration statement is filed or becomes effective. The registration rights granted in the Registration Rights Agreement are subject to customary indemnification and contribution provisions, as well as customary restrictions such as blackout periods and, if an underwritten offering is contemplated, limitations on the number of shares to be included in the underwritten offering that may be imposed by the managing underwriter.

The obligations to register shares under the Registration Rights Agreement will terminate with respect to us and each Holder on the first date upon which the Holder no longer beneficially owns any Registrable Securities.

The foregoing summary of the Registration Rights Agreement is qualified in its entirety by reference to the full text of the Registration Rights Agreement, which is included as Exhibit 10.1 to the our Current Report on Form 8-K (File No. 001-08754) filed on April 28, 2016.


2023 Proxy Statement			SilverBow Resources, Inc. \| 20

AFFIRMATIVE DETERMINATIONS REGARDING INDEPENDENT DIRECTORS AND FINANCIAL EXPERTS

The Board has determined that each of the following directors is an “independent director” as such term is defined in Section 303A.02 of the Listed Company Manual of the NYSE: Michael Duginski, Gabriel L. Ellisor, David Geenberg, Jennfer M. Grigsby, Christoph O. Majeske, Kathleen McAllister, Marcus C. Rowland and Charles W. Wampler. In reaching this determination, the Board has affirmatively determined that each of these directors has no material relationship with the Company as contemplated under Section 303A.02. The Board has determined that each of these same directors is independent for the purposes of Nominating and Strategy Committee service, although each does not currently serve on the Nominating and Strategy Committee. The Board also has determined that these same directors are each “independent” under the heightened standards set forth in Section 303A.02 of the Listed Company Manual of the NYSE for the purposes of Compensation Committee service, although these directors do not all serve on the Compensation Committee. These independent directors represent a majority of the Company’s Board of Directors. Mr. Woolverton is not an independent director because he also serves as Chief Executive Officer of the Company.

The Board has also determined that each of the following directors is “independent” under the heightened standard set forth in Section 303A of the Listed Company Manual of the NYSE for the purposes of Audit Committee service (including, by reference, the standards set forth under Rule 10A-3 under the Securities Exchange Act of 1934 (the “Exchange Act”)): Michael Duginski, Gabriel L. Ellisor, Jennifer M. Grigsby, Kathleen McAllister, Marcus C. Rowland, and Charles W. Wampler. Although these directors do not all serve on the Audit Committee, six of our nine directors are independent for Audit Committee purposes at this Annual Meeting.

As discussed above, the Board has determined that each member of the Audit, Compensation and Nominating and Strategy committees of the Board meets the independence requirements applicable to those committees prescribed by the NYSE and the SEC. Further, the Board has determined that Mr. Gabriel L. Ellisor, Audit Committee Chair, and Mr. Michael Duginski, also a member of the Audit Committee, are each an “audit committee financial expert,” as such term is defined in Item 407(d) of Regulation S-K promulgated by the SEC.


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MEETINGS AND COMMITTEES OF THE BOARD

The following standing committees have been established by the Board: Audit, Compensation and Nominating and Strategy. Descriptions of the membership, chairs and functions of these committees are set forth below. The following chart identifies the number of meetings and actions by consent of the Board and the committees during 2022:


	Board of Directors	Audit	Compensation	Nominating and Strategy
Number of meetings held	15	4	1	4
Number of actions by consent	4	0	0<

SEC Form DEF 14A filed by SilverBow Resorces Inc.