DEF 14A 1 tmb-20220503xdef14a.htm DEF 14A

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. )

Filed by the Registrant ☑

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐Preliminary Proxy Statement

☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☑Definitive Proxy Statement

☐Definitive Additional Materials

☐Soliciting Material under §240.14a-12

W&T Offshore, 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):

☑No fee required.

☐Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.

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March 24, 2022

Dear Shareholder:

It is my pleasure to invite you to the 2022 Annual Meeting of Shareholders of W&T Offshore, Inc. scheduled to be held on Tuesday, May 3, 2022 at 8:00 a.m., Central Daylight Time. We have decided to use a virtual meeting format due to the uncertainty surrounding public health measures at the time the Annual Meeting was scheduled and positive environmental impacts of using a virtual format. You will not be able to attend the Annual Meeting physically in person. I hope you will be able to attend the virtual meeting.

Details of the business to be conducted at the Annual Meeting are provided in the attached Notice of Annual Meeting and Proxy Statement. Our Board of Directors has determined that owners of record of our Common Stock at the close of business on March 7, 2022 are entitled to notice of, and have the right to vote at, the Annual Meeting and any reconvened meeting following any adjournment, postponement or relocation of the meeting.

We have elected to furnish proxy materials to our shareholders on the Internet pursuant to rules adopted by the Securities and Exchange Commission. We believe these rules enable us to provide you with the information you need, while making delivery more efficient, more cost effective and friendlier to the environment. In accordance with these rules, beginning on or about March 24, 2022, we sent a Notice of Internet Availability of Proxy Materials to our shareholders.

Whether or not you attend the Annual Meeting, it is important that your shares be represented and voted at the meeting. Therefore, I urge you to promptly vote using the Internet or telephone voting procedures described on the Notice of Internet Availability of Proxy Materials or vote and submit your proxy by signing, dating and returning the enclosed proxy card in the enclosed envelope (if you have requested a paper copy of the proxy materials). If you decide to attend the Annual Meeting virtually, you will be able to vote in person, even if you have previously submitted your proxy.

On behalf of the Board of Directors and our employees, I would like to express my appreciation for your continued interest in our affairs.


	Sincerely,

	Tracy W. Krohn
	Chairman of the Board,
	Chief Executive Officer and President

5718 Westheimer Road, Suite 700

Houston, TX 77057

Phone (713) 626-8525

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NOTICE OF 2022 ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON MAY 3, 2022

Notice is hereby given that the 2022 Annual Meeting of Shareholders of W&T Offshore, Inc., a Texas corporation, will be held virtually at www.virtualshareholdermeeting.com/WTI2022 on May 3, 2022 at 8:00 a.m., Central Daylight Time, for the following purposes:

(1)

to elect four directors to hold office until the 2023 Annual Meeting of Shareholders and until their successors are duly elected and qualified;

(2)

to approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the accompanying Proxy Statement pursuant to Item 402 of Regulation S-K;

(3)

to ratify the appointment of Ernst & Young LLP as our independent registered public accountants for the year ending December 31, 2022; and

(4)

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

Only shareholders of record at the close of business on March 7, 2022 will be entitled to notice of, and to vote at, the Annual Meeting, or any adjournment or postponement thereof, notwithstanding the transfer of any shares after such date. A list of these shareholders will be open for examination by any shareholder for ten days prior to the Annual Meeting. If you would like to inspect the list of Company stockholders of record, please contact the Investor Relations department at investorrelations@wtoffshore.com to schedule an appointment or request access.

Pursuant to rules adopted by the Securities and Exchange Commission, we have elected to provide access to our proxy solicitation materials primarily via the Internet, rather than mailing paper copies of these materials to each shareholder. On or about March 24, 2022, we will mail to each shareholder a Notice of Internet Availability of Proxy Materials with instructions on how to access the proxy materials, vote or request paper copies. Your vote is important. We urge you to review the accompanying Proxy Statement carefully and to submit your proxy as soon as possible so that your shares will be represented at the meeting.


	By Order of the Board of Directors,

	Shahid A. Ghauri
	Vice President, General Counsel and Corporate Secretary

Houston, Texas

March 24, 2022

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR

THE SHAREHOLDERS MEETING TO BE HELD ON MAY 3, 2022

This Notice of Annual Meeting and Proxy Statement and our Annual Report to Shareholders are available at www.proxyvote.com.

5718 Westheimer Road, Suite 700

Houston, TX 77057 Phone (713) 626-8525

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TABLE OF CONTENTS


THE ANNUAL MEETING		1
Purposes of the 2022 Annual Meeting		1
Voting Rights and Solicitation		1
Voting Procedures		2
Revoking Your Proxy		3
Copies of the Annual Report		3
PROPOSAL 1 ELECTION OF DIRECTORS		4
Information about the Nominees		4
Recommendation of the Board		5
PROPOSAL 2 ADVISORY VOTE ON EXECUTIVE COMPENSATION		6
Introduction		6
Text of the Resolution to be Adopted		6
Recommendation of the Board		7
PROPOSAL 3 RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS		8
Recommendation of the Board		8
CORPORATE GOVERNANCE		9
Corporate Governance Guidelines; Code of Business Conduct and Ethics		9
Independence		9
Board Leadership Structure		9
Standing Committees of the Board		9
Risk Oversight		10
Compensation Committee Interlocks and Insider Participation		11
Consulting Fees and Services and Conflicts of Interest		11
Meetings of the Board and the Committees of the Board		11
Legal Proceedings		11
Director Nomination Process		11
Identifying and Evaluating Nominees for Directors		12
Director Skills Matrix		12
Director Compensation		13
2021 Director Compensation Table		14
Communications with the Board		14
CORPORATE RESPONSIBILITY		15
Our 2022 ESG Report		15
Oversight of ESG Issues		15
Shareholder Engagement and Company Responses		15
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		17
Section 16(a) Beneficial Ownership Reporting Compliance		17
EXECUTIVE OFFICERS		18
EQUITY COMPENSATION PLAN INFORMATION		19
Securities Authorized for Issuance Under Equity Compensation Plans		19
COMPENSATION DISCUSSION AND ANALYSIS		20
Introduction		20
Shareholder Votes on Executive Compensation and Company Responses		22
Role of the Compensation Committee, its Consultants and Management		23
Market Analysis		24
Elements and Purpose of Executive Compensation		25
Setting Executive Compensation in 2021		33
Employment Agreements, Severance Benefits and Change of Control Provisions		37
EXECUTIVE COMPENSATION AND RELATED INFORMATION		39
Summary Compensation Table		39
2021 Grants of Plan-Based Awards		40
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards		40

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Percentage of Base Salary and Cash Discretionary Bonus in Comparison to Total Compensation		41
Outstanding Equity Awards at December 31, 2021		41
Stock Vested Table for 2021		42
Potential Payments Upon Termination or a Change in Control		42
Risk Assessment Related to our Compensation Structure		45
Pay Ratio		46
AUDIT COMMITTEE AND INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		47
Audit Committee Report		47
Principal Accounting Fees and Services		49
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS		50
SHAREHOLDER PROPOSALS		52
OTHER MATTERS		52

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W&T OFFSHORE, INC.

5718 Westheimer Road, Suite 700

Houston, TX 77057

PROXY STATEMENT

2022 ANNUAL MEETING OF SHAREHOLDERS

THE ANNUAL MEETING

This proxy statement is solicited by and on behalf of the Board of Directors (the “Board” or the “Board of Directors”) of W&T Offshore, Inc. (the “Company”) for use at the 2022 Annual Meeting of Shareholders (the “Annual Meeting”) scheduled to be held on May 3, 2022 virtually at www.virtualshareholdermeeting.com/WTI2022 at 8:00 a.m., Central Daylight Time, or at any adjournments, postponements or relocations thereof. Unless the context requires otherwise, references in this proxy statement to “we,” “us,” “our” and the “Company” refer to W&T Offshore, Inc. The solicitation of proxies by the Board will be conducted primarily electronically, or by mail for those shareholders requesting paper copies of proxy materials. Officers, directors and employees of the Company may also solicit proxies personally or by telephone, e-mail or other forms of wire or facsimile communication. These officers, directors and employees will not receive any extra compensation for these services. The Company will reimburse brokers, custodians, nominees and fiduciaries for reasonable expenses incurred by them in forwarding proxy materials to beneficial owners of common stock of the Company (the “Common Stock”). The costs of the solicitation will be borne by the Company. The Company has retained Georgeson Inc. (“Georgeson”) to assist in the solicitation of proxies. On or before March 24, 2022, we will begin mailing a Notice of Internet Availability of Proxy Materials (the “Notice of Availability”) containing instructions on how to access the proxy materials and vote online. We will make these proxy materials available to you over the Internet or, upon your request, will deliver paper copies of these materials to you by mail, in connection with the solicitation of proxies by the Board for the Annual Meeting.

We have decided to use a virtual meeting format due to the uncertainty surrounding public health measures at the time the Annual Meeting was scheduled and positive environmental impacts of using a virtual format. You will not be able to attend the Annual Meeting physically in person.

Purposes of the 2022 Annual Meeting

The purposes of the Annual Meeting are: (1) to elect four directors to hold office until the 2023 Annual Meeting of Shareholders and until their successors are duly elected and qualified; (2) to approve, on an advisory basis, the compensation of the Company’s named executive officers, pursuant to Item 402 of Regulation S-K; (3) to ratify the appointment of Ernst & Young LLP as our independent registered public accountants for the year ending December 31, 2022; and (4) to transact such other business as may properly come before the meeting and any adjournment, postponement or relocation thereof. Although the Board does not anticipate that any other matters will come before the Annual Meeting, your executed proxy gives the official proxies the right to vote your shares at their discretion on any other matter properly brought before the Annual Meeting.

Voting Rights and Solicitation

Only shareholders of record at the close of business on March 7, 2022 (the “Record Date”) will be entitled to notice of and to vote at the Annual Meeting. As of the Record Date, there were 143,012,124 shares of Common Stock outstanding, each of which is entitled to one vote on any matter to come before the meeting. Common Stock is the only class of outstanding equity securities of the Company. The holders of issued and outstanding shares representing at least a majority of the outstanding shares of Common Stock, present in person or represented by proxy at the Annual Meeting, will constitute a quorum necessary to hold a valid meeting. The person who is appointed by the chairman of the meeting to be the inspector of election will treat the holders of all shares of Common Stock represented by a returned, properly executed proxy, including shares that abstain from voting, as present for purposes of determining the existence of a quorum at the Annual Meeting. Each share of Common Stock present or represented at the Annual Meeting will be entitled to one vote on any matter to come before the shareholders. If you hold your shares in “street name,” you will

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receive instructions from your broker or other nominee describing how to vote your shares. If you do not instruct your broker or nominee how to vote your shares, they may vote your shares as they decide as to each matter for which they have discretionary authority under the rules of the New York Stock Exchange (“NYSE”). For Proposal 3 (Ratification of the Appointment of Ernst & Young LLP) to be voted on at the Annual Meeting, brokers and other nominees will have discretionary authority in the absence of timely instructions from you.

There are also non-discretionary matters for which brokers and other nominees do not have discretionary authority to vote unless they receive timely instructions from you. For Proposal 1 (Election of Directors) and Proposal 2 (Advisory Vote on Executive Compensation) to be voted on at the Annual Meeting, you must provide timely instructions on how the broker or other nominee should vote your shares. When a broker or other nominee does not have discretion to vote on a particular matter, you have not given timely instructions on how the broker or other nominee should vote your shares and the broker or other nominee indicates it does not have authority to vote such shares on its proxy, a “broker non-vote” results. Although any broker non-vote would be counted as present at the meeting for purposes of determining a quorum, it would be treated as not entitled to vote with respect to non-discretionary matters.

Abstentions occur when shareholders are present at the Annual Meeting but fail to vote or voluntarily withhold their vote for any of the matters upon which the shareholders are voting.

The following is a summary of the vote required to approve each proposal, as well as the effect of broker non-votes and abstentions.

●

Item 1 (Election of Directors): To be elected, each nominee for election as a director must receive the affirmative vote of a plurality of all votes cast. This means that director nominees with the most votes are elected. Votes may be cast in favor of or withheld from the election of each nominee. Votes that are withheld from a director’s election will be counted toward a quorum, but will not affect the outcome of the vote on the election of a director. Broker non-votes will not be taken into account in determining the outcome of the election.

●

Item 2 (Approval of Executive Compensation): The affirmative vote of a majority of the shares present at the meeting in person or by proxy is required to approve, by non-binding vote, executive compensation. An abstention has the same effect as voting “AGAINST” the proposal. Brokers do not have discretionary authority to vote on this proposal. Broker non-votes are not considered to be entitled to vote and do not affect the outcome.

●

Item 3 (Ratification of the Appointment of Independent Accountants): The affirmative vote of a majority of the shares present at the meeting in person or by proxy is required to ratify the appointment of our independent registered public accounting firm. An abstention has the same effect as voting “AGAINST” the proposal. Brokers have discretionary authority in the absence of timely instructions from their customers to vote on this proposal. As a result, there may be no broker non-votes with respect to this proposal.

The Board has retained Georgeson to act as a proxy solicitor in conjunction with the Annual Meeting. We have agreed to pay Georgeson a fee of approximately $9,250, plus reasonable expenses, costs and disbursements for proxy solicitation services.

Voting Procedures

If you are a registered shareholder, you may vote your shares or submit a proxy to have your shares voted by one of the following methods:

●

By Internet. You may submit a proxy electronically via the Internet, using the website listed on the Notice of Availability. Please have your Notice of Availability, which includes your personal control number, in hand when you log onto the website. Internet voting facilities will close and no longer be available on the date and time specified on the Notice of Availability.

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●

By Telephone. If you request paper copies of the proxy materials by mail, you may submit a proxy by telephone using the toll-free number listed on the proxy card. Please have your proxy card in hand when you call. Telephone voting facilities will close and no longer be available on the date and time specified on the proxy card.

●	By Mail. If you request paper copies of the proxy materials by mail, you may submit a proxy by signing, dating and returning your proxy card in the pre-addressed envelope provided.

●	In Person. You may vote in person at the virtual Annual Meeting by completing a ballot as directed during the virtual Annual Meeting; however, attending the meeting without completing a ballot will not count as a vote.

Revoking Your Proxy

You may revoke your proxy in writing at any time before it is exercised at the Annual Meeting by: (i) delivering to the Corporate Secretary of the Company a written notice of the revocation; (ii) signing, dating and delivering to the Corporate Secretary of the Company a proxy with a later date; or (iii) attending the Annual Meeting virtually and voting your shares in person. Your attendance at the Annual Meeting will not revoke your proxy unless you give written notice of revocation to the Corporate Secretary of the Company before your proxy is exercised or unless you vote your shares in person at the virtual Annual Meeting before your proxy is exercised.

Copies of the Annual Report

Upon written request, we will provide any shareholder, without charge, a copy of our annual report on Form 10-K for the year ended December 31, 2021 (the “Form 10-K”), but without exhibits. Shareholders should direct requests to W&T Offshore, Inc., Attn: Corporate Secretary, 5718 Westheimer Road, Suite 700, Houston, TX 77057. The Form 10-K and the exhibits filed with it are available on our website, www.wtoffshore.com in the “SEC Filings” subsection of the “Investors” section. These materials do not constitute a part of the proxy solicitation material.

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PROPOSAL 1

ELECTION OF DIRECTORS

Currently, the Company’s Board is composed of the following four directors: Ms. Virginia Boulet and Messrs. Daniel O. Conwill IV, Tracy W. Krohn, and B. Frank Stanley. At the Annual Meeting, four directors are to be elected, each of whom will serve until the 2023 Annual Meeting and until his or her successor is duly elected and qualified.

Each nominee has consented to be nominated and to serve if elected. If any nominee is unable to serve as a director, the shares represented by the proxies will be voted, in the absence of contrary indication, for any substitute nominee that the Board may designate or the size of the Board may be reduced. We know of no reason why any nominee would be unable to serve.

Information about the Nominees

Virginia Boulet, age 68, has served on the Board since March 2005. She is currently Chair of the Nominating and Corporate Governance Committee and a member of the Audit Committee and Compensation Committee. From 2004 through 2018, Ms. Boulet was an adjunct professor of law at Loyola University Law School. From April 2014 to 2021, she was employed as Managing Director of Legacy Capital, LLC. From 2002 to March 2014, Ms. Boulet was employed as Special Counsel to Adams and Reese, LLP, a law firm. Prior to 2002, Ms. Boulet was a partner at the law firm Phelps Dunbar, LLP. Ms. Boulet has over 30 years of experience in mergers and acquisitions, equity securities offerings, general business matters and counseling clients regarding compliance with federal securities laws and regulations. Ms. Boulet currently serves on the board of directors of Velodyne Lidar, Inc. (“Velodyne”), a lidar technology company. She also serves as chair of the nominating and corporate governance committee of Velodyne, as well as a member of the board’s compensation committee and executive committee. Service on this Board and its committees has provided her the background and experience of board processes, function, exercise of diligence and oversight of management. In the past, she served as President and Chief Operating Officer of IMDiversity, Inc., an on-line recruiting company. Ms. Boulet received a B.A. in Medieval History from Yale University, and a J.D., cum laude, from Tulane University Law School. With her public company board experience and recruiting experience as president of a recruiting company, Ms. Boulet is well suited as a member of our Board, the Audit Committee, the Compensation Committee and to the Nominating and Corporate Governance Committee functions of identifying and evaluating individuals qualified to become board members and evaluating our corporate governance policies. Her legal background also provides her with a high level of technical expertise in reviewing transactions and agreements and addressing the myriad of legal issues presented to the Board.

Daniel O. Conwill IV, age 61, has served on the Board since May 2021. He is currently a member of Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee. He is currently Chief Financial Officer for Durfort Holdings, SRL and affiliated companies, an international conglomerate engaged in the manufacture and sale of cigars and other tobacco products. Prior to serving in his current position, Mr. Conwill served as Co-Chief Executive Officer and Head of Investment Banking at Seaport Global Securities (“Seaport”). Prior to Seaport, Mr. Conwill was the Founder, Chairman of the Board and Chief Executive Officer and manager of the Investment Banking Group at Global Hunter Securities ("Global Hunter.") Prior to forming Global Hunter, Mr. Conwill was Executive Vice President and Co-Director of Corporate Finance at Jefferies & Company, Inc. ("Jefferies & Co”). While at Jefferies & Co, Mr. Conwill founded its oil and gas investment banking group in 1993 and managed that group until his departure in 2005. Prior to joining Jefferies & Co in 1993, Mr. Conwill was a Managing Director in Corporate Finance at Howard, Weil, Labouisse, Friedrichs, Inc. Mr. Conwill's professional career started in the tax department with Arthur Andersen & Co. Mr. Conwill received his Bachelor’s and Master’s Degrees in Accounting from the University of Mississippi and has a law degree from the University of Mississippi's School of Law. Mr. Conwill brings valuable leadership and management skills as a result of his roles as the Chairman of the Board and Chief Executive Officer of Global Hunter and Co-CEO of Seaport Global. We believe that this

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	experience, as well as the financial and advisory and capital markets experience that he has gained through his over 30 years in investment banking and in particular his experience in advising oil and gas companies, will make him a valuable part of our Board and member of our Audit, Compensation, and Nominating and Corporate Governance Committees.

	Tracy W. Krohn, age 67, has served as Chief Executive Officer since he founded the Company in 1983 and as Chairman since 2004 and was also Treasurer from 1997 until 2006. He also served as President of the Company since its founding until September 2008 and again since March 2017. During 1996 to 1997, Mr. Krohn was Chairman and Chief Executive Officer of Aviara Energy Corporation. Mr. Krohn has been actively involved in the oil and gas business since graduating with a B.S. in Petroleum Engineering from Louisiana State University in 1978. He began his career as a petroleum engineer and offshore drilling supervisor with Mobil Oil Corporation. Prior to founding the Company, from 1981 to 1983, Mr. Krohn was Senior Engineer with Taylor Energy Company. In 2013, Mr. Krohn was appointed to serve on the board of directors of the American Petroleum Institute. As founder of the Company, Mr. Krohn is one of the driving forces behind the Company and its success to date. Over the course of the Company’s history, Mr. Krohn has successfully grown the Company through his exceptional leadership skills and acute business judgment.

	B. Frank Stanley, age 67, has served on the Board since 2009. Mr. Stanley is currently the Chair of the Audit Committee and Compensation Committee and a member of the Nominating and Corporate Governance Committee. He is currently Co-Chief Executive Officer and Chief Financial Officer of Retail Concepts, Inc., a privately-held retail chain of 31 stores in 12 states with over seven hundred employees. Prior to joining Retail Concepts, Inc. in 1988, he was Chief Financial Officer of Southpoint Porsche Audi WGW Ltd. from 1987 to 1988. From 1985 to 1987, he was employed by KPMG Peat Marwick, holding the position of Manager, Audit in 1987. From 1983 to 1984, he was Chief Financial Officer of Design Research, Inc., a manufacturer of housing for offshore drilling platforms. From 1980 to 1982, he was Chief Financial Officer of Tiger Oilfield Rental Co., Inc. and, from 1977 to 1979, he was an accountant with Trunkline Gas Co. Mr. Stanley holds a B.B.A. in Accounting from Texas A&M University and is a certified public accountant. Mr. Stanley has an extensive background in accounting and financial matters, which qualify him for service as the Chair of the Audit Committee and Compensation Committee, and a member of the Nominating and Corporate Governance Committee.

Recommendation of the Board

THE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF THE FOUR NOMINEES LISTED ABOVE.

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PROPOSAL 2

ADVISORY VOTE ON EXECUTIVE COMPENSATION

Introduction

We are asking that our shareholders provide advisory, non-binding approval of the compensation paid to our Named Executive Officers, as described in the “Compensation Discussion and Analysis” (“CD&A”) section of this proxy statement. The Board recognizes that executive compensation is an important matter for our shareholders. As described in detail in the CD&A section of this proxy statement, the Compensation Committee is tasked with the implementation of our executive compensation philosophy, and the core of that philosophy has been and continues to be to pay our executive officers based on the Company’s performance. In particular, the Compensation Committee strives to attract, as needed, and retain the best possible executive talent, to incentivize the Named Executive Officers’ efforts on our behalf in a way that supports our financial performance objectives and business strategy, and to align their incentives with enhancement of shareholder value. To do so, the Compensation Committee typically uses a combination of short- and long-term incentive compensation to reward near-term excellent performance and to encourage executives’ commitment to our long-range, strategic business goals. It is always the intention of the Compensation Committee that our executive officers be compensated competitively and consistently with our strategy, sound corporate governance principles, and shareholder interests and concerns, and we feel that the 2021 decisions regarding incentive compensation were consistent with these principles.

As described in the CD&A section of this proxy statement, we believe our historical compensation program is effective, appropriate and strongly aligned with the long-term interests of our shareholders and that the total compensation packages provided to the Named Executive Officers (including potential payouts upon a termination or change of control) are reasonable and not excessive. As you consider this Proposal 2, we urge you to read the CD&A section of this proxy statement for additional details on executive compensation, including more detailed information about our compensation philosophy and objectives and the past compensation of our Named Executive Officers, and to review the tabular disclosures regarding compensation of our Named Executive Officers together with the accompanying narrative disclosures in the “Executive Compensation and Related Information” section of this proxy statement.

We believe that the shareholders, by voting for directors individually as described in Proposal 1, have had a clear ability to express their approval or disapproval of the performance of our directors and, specifically the directors serving on the Compensation Committee; however, in 2010, Congress enacted the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”), which requires, among other things, a non-binding advisory “say-on-pay” vote and gives our shareholders the opportunity to express their views on our Named Executive Officers’ compensation. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our Named Executive Officers and the philosophy, policies and practices described in this proxy statement.

As an advisory vote, Proposal 2 is not binding on the Board or the Compensation Committee, will not overrule any decisions made by the Board or the Compensation Committee, or require the Board or the Compensation Committee to take any action. Although the vote is non-binding, the Board and the Compensation Committee values the opinions of our shareholders, and will carefully consider the outcome of the vote when making future compensation decisions for executive officers. In particular, to the extent there is any significant vote against the compensation of our Named Executive Officers as disclosed in this proxy statement, we will consider our shareholders’ concerns and the Compensation Committee will evaluate whether any actions are necessary to address those concerns.

The Board has determined that it is in the best interest of the Company and its shareholders to hold an advisory vote to approve the compensation paid to our Named Executive Officers on an annual basis going forward.

Text of the Resolution to be Adopted

We are asking shareholders to vote “FOR” the following resolution:

“RESOLVED, that the Company’s shareholders approve, on an advisory basis, the compensation of the Named Executive Officers, as disclosed in the Company’s Proxy Statement for the 2022 Annual Meeting of Shareholders

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pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the 2021 Summary Compensation Table and the other related tables and disclosure.”

Recommendation of the Board

THE BOARD RECOMMENDS YOU VOTE “FOR” THE APPROVAL OF THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS.

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PROPOSAL 3

RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS

The Audit Committee of the Board (the “Audit Committee”) appointed Ernst & Young LLP (“EY”), independent registered public accountants, to audit our consolidated financial statements as of and for the year ending December 31, 2022. We are advised that no member of EY has any direct or material indirect financial interest in our Company or, during the past three years, has had any connection with us in the capacity of promoter, underwriter, voting trustee, director, officer or employee.

If the appointment is not ratified, the Audit Committee will consider the appointment of other independent registered public accountants. A representative of EY is expected to be present at the Annual Meeting, will be offered the opportunity to make a statement if the representative desires to do so and will be available to respond to appropriate questions.

Recommendation of the Board

THE BOARD RECOMMENDS THAT YOU VOTE “FOR” RATIFICATION OF THE APPOINTMENT OF EY AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS.

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CORPORATE GOVERNANCE

Corporate Governance Guidelines; Code of Business Conduct and Ethics

A complete copy of the Company’s corporate governance guidelines, which the Board reviews at least annually, is posted under the “Governance—Governance Documents” subsection of the “Investors” section of the Company’s website at www.wtoffshore.com and is available in print to any shareholder who requests it. The Board has adopted a Code of Business Conduct and Ethics that applies to all employees, officers and directors. A complete updated version copy of the Code of Business Conduct and Ethics is posted on the Company’s website at www.wtoffshore.com and is available in print to any shareholder who requests it. Any amendments to the Code of Business Conduct and Ethics will be posted on the Company’s website at www.wtoffshore.com under the “Governance—Governance Documents” subsection of the “Investors” section.

Independence

After reviewing the qualifications of our current directors and nominees, and any relationships they may have with the Company that might affect their independence, the Board has determined that each director and nominee, other than Mr. Krohn, is “independent” as that concept is defined by the NYSE’s Listed Company Manual, the SEC’s rules and regulations governing “independence” of members of the Audit Committee, and the applicable Texas law. In making the determinations of director independence, the Board considered the relationship described below.

Board Leadership Structure

Tracy W. Krohn serves as the Company’s Chairman, Chief Executive Officer and President and controls approximately 33.6% of the outstanding shares of Common Stock. The Board believes its leadership structure is justified by the efficiencies of having the Chief Executive Officer and President also serve in the role of Chairman of the Board, as well as due to Mr. Krohn’s role in founding the Company and his significant ownership interest in the Company. Virginia Boulet is the independent director who was elected to serve as the Presiding Director of the Board in 2021. If all of the director nominees are elected at the Annual Meeting, Mr. Stanley will replace Ms. Boulet as Presiding Director of the Board.

Standing Committees of the Board

The Board has three standing committees—the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. If all of the director nominees are elected at the Annual Meeting, (i) Ms. Boulet, Mr. Stanley and Mr. Conwill will all serve on each of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee, (ii) Ms. Boulet will remain Chair of the Nominating and Corporate Governance Committee, (iii) Mr. Stanley will remain Chair of the Audit Committee and (iv) Mr. Conwill will replace Mr. Stanley as Chair of the Compensation Committee.

Audit Committee

Ms. Boulet and Messrs. Conwill and Stanley sit on the Company’s Audit Committee. Mr. Stanley is Chair of the Audit Committee. The Board has determined that each of Messrs. Stanley and Conwill, and Ms. Boulet are “independent” under the standards of both the NYSE and Section 10A of the Exchange Act and are financially literate and Mr. Stanley has been designated as the “audit committee financial expert,” as defined under Item 407 of Regulation S-K promulgated under the Exchange Act.

The Audit Committee establishes the scope of and oversees the annual audit, including recommending the independent registered public accountants that audit the Company’s financial statements and approving any other services provided by the independent registered public accountants. The Audit Committee also assists the Board in fulfilling its oversight responsibilities by (1) overseeing the Company’s system of financial reporting, auditing, controls and legal compliance, (2) overseeing the operation of such system and the integrity of the Company’s financial statements, overseeing the qualifications, independence and performance of the outside auditors and any internal

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auditors who the Company may engage, and (3) periodically reporting to the Board concerning the activities of the Audit Committee. In performing its obligations, it is the responsibility of the Audit Committee to maintain free and open communication between it, the Company’s independent auditors, the internal audit function and the management of the Company. The Audit Committee’s functions are further described under the heading “Audit Committee and Independent Registered Public Accounting Firm—Audit Committee Report.” A copy of the Audit Committee’s Charter is posted under the “Governance—Governance Documents” subsection of the “Investors” section of the Company’s website at www.wtoffshore.com and is available in print to any shareholder who requests it.

Nominating and Corporate Governance Committee

Ms. Boulet and Messrs. Conwill and Stanley serve as members of the Nominating and Corporate Governance Committee of the Board. Ms. Boulet is Chair of the Nominating and Corporate Governance Committee. All of these individuals qualify as (i) independent under NYSE listing standards, Section 10C of the Exchange Act, and the Company’s corporate governance guidelines, (ii) “non-employee directors” under Rule 16b-3 promulgated under the Exchange Act and (iii) “outside directors” under Section 162(m). The purpose of the Nominating and Corporate Governance Committee is to nominate candidates to serve on the Board and to recommend director compensation. Once the Nominating and Corporate Governance Committee has recommended director compensation, the Board accepts or rejects the recommendation. The factors and processes used to select potential nominees are more fully described in the section entitled “—Identifying and Evaluating Nominees for Directors.” The Nominating and Corporate Governance Committee is also responsible for monitoring a process to annually assess Board effectiveness, developing and implementing corporate governance guidelines and taking a leadership role in regulating the corporate governance of the Company. A copy of the Nominating and Corporate Governance Committee’s Charter is posted under the “Governance—Governance Documents” subsection of the “Investors” section of the Company’s website at www.wtoffshore.com and is available in print to any shareholder who requests it.

Compensation Committee

Ms. Boulet and Messrs. Conwill and Stanley serve as members of the Compensation Committee. Mr. Stanley is the Chair of the Compensation Committee. All of these individuals qualify as (i) independent under NYSE listing standards, Section 10C of the Exchange Act, and the Company’s corporate governance guidelines, (ii) “non-employee directors” under Rule 16b-3 promulgated under the Exchange Act and (iii) “outside directors” under Section 162(m). If all director nominees are elected at the Annual Meeting, Mr. Conwill will serve as Chair of the Compensation Committee.

The Compensation Committee performs an annual review of the compensation and benefits of the executive officers and senior management, establishes and reviews general policies related to employee compensation and benefits and administers the W&T Offshore, Inc. Amended and Restated Incentive Compensation Plan, as amended (the “Incentive Compensation Plan”) and the Directors Compensation Plan. Under the terms of its charter, the Compensation Committee also determines the compensation for Mr. Krohn, the Chief Executive Officer and President of the Company. The Compensation Committee has the power to delegate some or all of its power and authority in administering the Incentive Compensation Plan of the Company to the Chief Executive Officer, other senior members of management, as the Committee deems appropriate; however, the Compensation Committee may not delegate its authority to an individual with regard to any matter or action under the Incentive Compensation Plan for an officer that is subject to Section 16 of the Exchange Act. If you would like additional information on the responsibilities of the Compensation Committee, please refer to its charter, which is available on our website at www.wtoffshore.com under the “Governance—Governance Documents” subsection of the “Investors” section of our website and is available in print to any shareholder who requests it.

Risk Oversight

Our Board oversees an enterprise-wide approach to risk management, designed to support the achievement of organizational objectives, including strategic objectives, to improve long-term organizational performance and enhance shareholder value. A fundamental part of risk management is not only understanding the risks a company faces and what steps management is taking to manage those risks, but also understanding what level of risk is appropriate for the Company. The involvement of the full Board in setting the Company’s business strategy is a key part of its assessment

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of management’s tolerance for risk and also a determination of what constitutes an appropriate level of risk for the Company.

While the Board has the ultimate oversight responsibility for the risk management process, various committees of the Board also have responsibility for risk management. In particular, the Audit Committee focuses on financial risk, including internal controls, and receives an annual risk assessment report from the Company’s internal auditors. The Audit Committee, in the course of its oversight activities, also conducts periodic reviews of the Company’s cybersecurity policies, procedures and risks. In addition, in setting compensation, the Compensation Committee strives to create incentives that encourage a level of risk-taking behavior consistent with the Company’s business strategy.

Compensation Committee Interlocks and Insider Participation

The members of the Compensation Committee are set forth above. The Compensation Committee is comprised entirely of independent directors. In addition, none of the Company’s executive officers serves as a member of the board of directors or compensation committee of any entity that has one or more of its executive officers serving as a member of our Board or Compensation Committee.

Consulting Fees and Services and Conflicts of Interest

The Compensation Committee selects our compensation consultants and other Compensation Committee advisors taking into consideration the factors identified by the rules and regulations of the Securities and Exchange Commission (“SEC”) and the NYSE listing standards. At the August 2020 meeting of the Compensation Committee, the Compensation Committee elected to continue to utilize Meridian Compensation Partners, LLC as the Company’s executive compensation consultant for 2021. Other than services involving only broad-based non-discriminatory plans or providing survey information, neither our current nor our prior compensation consultant provided non-executive compensation consulting services to the Company in an amount in excess of $120,000 in 2021. The Compensation Committee has concluded that the work of our compensation consultants has not raised any conflict of interest. Please read “Compensation Discussion and Analysis—Role of the Compensation Committee, its Consultants and Management” for more information about the role of our compensation consultant in our executive compensation programs.

Meetings of the Board and the Committees of the Board

During 2021, the Board held eight meetings, the Compensation Committee held five meetings, the Nominating and Corporate Governance Committee held one meeting and the Audit Committee held five meetings. All of the directors attended all meetings of the Board and all meetings of the committees on which they served during 2021, except the Board meeting and meetings of the Audit Committee and the Compensation Committee that occurred on November 2, 2021, for which Mr. Conwill was not present.

The Company’s directors are encouraged to attend the Annual Meeting, but the Company does not otherwise have a policy regarding such attendance. All directors were present at the Annual Meeting held in 2021.

Legal Proceedings

Currently, no director or executive officer, to our knowledge, is a party to any material legal proceeding adverse to the interests of the Company. Additionally, to our knowledge no director or executive officer has a material interest in a material proceeding adverse to the Company.

Director Nomination Process

The Nominating and Corporate Governance Committee will consider all properly submitted shareholder recommendations of candidates for election to the Board. Pursuant to Section 12 of the Company’s Bylaws, any shareholder may nominate candidates for election to the Board by giving timely notice of the nomination to the Corporate Secretary of the Company. The Company’s Bylaws require that any such shareholder must be a shareholder of record at the time it gives notice of the nomination. To be considered a timely nomination, the shareholder’s notice must be delivered to the Corporate Secretary at the Company’s principal office no later than 90 days prior to the first

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anniversary of the preceding year’s Annual Meeting and no earlier than 120 days prior to the first anniversary of the preceding year’s Annual Meeting. In evaluating the recommendations of the shareholders for director nominees, as with all other possible director nominees, the Nominating and Corporate Governance Committee will address the criteria set forth below under the heading “—Identifying and Evaluating Nominees for Directors.”

Any shareholder recommendations for director nominees should include the candidate’s name, qualifications and written consent to being named in the proxy statement and to serving on the Board if elected. The shareholder must also include any other business that the shareholder proposes to bring before the meeting, the reasons for conducting such business at the meeting, any material interest in such business of such shareholder and the beneficial owner, if any, on whose behalf the proposal is made. Additionally, the shareholder must provide his name and address, the name and address of any beneficial owner on whose behalf the shareholder is acting and the number of shares of Common Stock beneficially owned by the shareholder and any beneficial owner for whom the shareholder is acting. Such written notice should be sent to:

Shahid A. Ghauri, Esq.

Corporate Secretary

W&T Offshore, Inc.

5718 Westheimer Road, Suite 700

Houston, TX 77057

Identifying and Evaluating Nominees for Directors

The Nominating and Corporate Governance Committee is responsible for leading the search for individuals qualified to serve as directors. The Nominating and Corporate Governance Committee evaluates candidates for nomination to the Board, including those recommended by shareholders, and conducts appropriate inquiries into the backgrounds and qualifications of possible candidates. The Nominating and Corporate Governance Committee then recommends nominees to the Board to be presented for election as directors at meetings of the shareholders or of the Board. As indicated above, shareholders may recommend possible director nominees for consideration to the Nominating and Corporate Governance Committee.

In evaluating nominees to serve as directors on the Board and in accordance with the Company’s Corporate Governance Guidelines, the Nominating and Corporate Governance Committee selects candidates with the appropriate skills and characteristics required of Board members. Pertinent to this inquiry is the following non-exhaustive list of factors: independent business or professional experience; integrity and judgment; records of public service; ability to devote sufficient time to the affairs of the Company; diversity of background, experience and competencies that the Board desires to have represented; age; skills; occupation; and understanding of financial statements and financial reporting systems.

The Nominating and Corporate Governance Committee will also consider and weigh these factors in light of the current composition and needs of the Board.

Director Skills Matrix

Currently, our Board embodies a diverse set of experiences, qualifications, attributes and skills as shown below:


	Executive Leadership	Financial	Energy/ Oilfield Services	International Operations	Past or Present CEO	Past or Present CFO	Other Outside Board Experience
Virginia Boulet	✓	✓					✓
Daniel O. Conwill IV	✓	✓	✓	✓	✓	✓	✓
Tracy W. Krohn	✓	✓	✓		✓		✓
B. Frank Stanley	✓	✓	✓		✓	✓

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Director Compensation

Directors who are also employees of the Company receive no additional compensation for serving as directors or committee members. The Board and shareholders adopted the Directors Compensation Plan, which provides that the Compensation Committee may grant stock options or restricted or unrestricted stock to non-employee directors. A total of 666,917 shares of Common Stock were initially reserved for issuance under the Directors Compensation Plan. In 2020, the Directors Compensation Plan was amended to increase the number of shares by 500,000 shares of Common Stock, and as of December 31, 2021, a total of 410,742 shares remain available for issuance under the Directors Compensation Plan.

We provide each of the non-employee directors of the Company the following compensation:

(i) an annual retainer of $110,000, payable in equal quarterly installments;

(ii) at each annual meeting of shareholders, a restricted stock grant pursuant to the Company’s Directors Compensation Plan covering shares of Common Stock of the Company having a fair market value (calculated as of the close of trading on the NYSE on the date of the annual meeting of shareholders) equal to $70,000;

(iii) compensation of $1,500 for each meeting of the Board or any Board committee meeting attended;

(iv) compensation of $1,000 for each Board unanimous written consent executed;

(v) compensation of $1,500 for each day that a Board member attends a seminar (up to two seminars a year) concentrating on matters relating to responsibilities of Board members;

(vi) compensation of $5,000 each year for serving on any committee of the Board (except Chair of the Audit Committee);

(vii) compensation of $5,000 each year for serving as chair of any committee of the Board (except Chair of the Audit Committee);

(viii) compensation of a one-time fee of $10,000 for serving on any Special Committee of the Board that may be formed; and

(ix) compensation of $15,000 each year for serving as Chair of the Audit Committee.

The terms of the restricted stock grant are as set forth in the Company’s Directors Compensation Plan, with restrictions lapsing with respect to all of the shares subject to the restricted stock grant on each of the first anniversary date of the date of grant for grants made in 2020 and 2021 and restrictions lapsing with respect to one-third of the shares subject to the restricted stock grant on each of the first, second and third anniversary dates of the date of grant for grants made prior to 2020. Vesting of awards would be accelerated upon a change of control (as defined in the Director Compensation Plan). Restricted shares are subject to forfeiture until vested and cannot be sold, transferred or otherwise disposed of during the restriction period. The director generally will have the same rights of a shareholder with respect to such shares, including the right to vote and receive dividends or other distributions paid with respect to the shares. The director must remain in service on the Board during the restriction period to retain the shares. If the director leaves prior to expiration of the restricted period, then the award will be forfeited unless otherwise affirmatively determined by the Board.

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The following table sets forth a summary of the compensation the Company earned by its non-employee directors in 2021:

2021 Director Compensation Table


				Stock Awards
Name	Fees Earned			(1)(2)		Total
Virginia Boulet	$	159,333		$	70,002	$	229,335
Daniel O. Conwill IV		104,333			70,002		174,335
Stuart B. Katz (3)		47,167	(4)		—		47,167
S. James Nelson (3)		47,833	(5)		—		47,833
B. Frank Stanley		167,500			70,002		237,502

(1)

The amounts reflect the grant date fair value of stock awarded during 2021, calculated in accordance with Financial Accounting Standards Board’s Accounting Standards Codification Topic 718 (“ASC Topic 718”), except that the amounts shown assume that there will be no service-based forfeitures of awards. The discussion of the assumptions used in calculating these values can be found in Note 11 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC.

(2)	As of December 31, 2021, each director has the following aggregate number of outstanding shares of restricted stock accumulated for all years of service as a director: Virginia Boulet—24,696 shares; Daniel O. Conwill IV—20,834; and B. Frank Stanley—24,696 shares.

(3)	Mr. Katz’s and Mr. Nelson’s terms expired at the May 2021 Annual Meeting.

(4)	The cash fees earned by Mr. Katz were paid to Stuart Capital LLC, a wholly-owned designee of Mr. Katz.

(5)	The cash fees earned by Mr. Nelson were paid to FSD Corporation, a wholly-owned designee of Mr. Nelson.

Director Stock Ownership Guidelines. Effective as of January 1, 2011, our Board adopted amendments to the director stock retention guidelines (the “Director Policy”), which applies to each of our non-employee directors. Under the Director Policy, no such director may sell or transfer any shares of Common Stock that such director beneficially owns (e.g., by a spouse or other immediate family member residing in the same household or a trust for the benefit of the director or his or her family) until he or she beneficially owns a number of shares of Common Stock, having an aggregate value of at least $500,000. As of December 31, 2021, each of our Board members was in compliance with the Director Policy.

Communications with the Board

At each regular meeting of the Board, the non-employee directors meet in scheduled executive sessions without management. Ms. Boulet has served as Presiding Director of the Board. If all of the director nominees are elected at the Annual Meeting, Mr. Stanley will replace Ms. Boulet as Presiding Director of the Board. Interested parties who would like to contact Ms. Boulet on a confidential basis may do so by sending an email to Presiding_Director@wtoffshore.com or by mailing a written communication to Presiding Director, W&T Offshore, Inc., 5718 Westheimer Road, Suite 700 Houston, TX 77057.

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CORPORATE RESPONSIBILITY

Our 2022 ESG Report

In April 2022, we will be releasing our 2022 ESG report (“ESG Report”) which can be found under the “Corporate Responsibility” tab of the Company’s website at www.wtoffshore.com and is available in print to any shareholder who requests it. Our ESG Report provides detailed information about W&T Offshore, Inc.’s Environmental, Social and Governance (“ESG”) initiatives and related key performance indicators, including information concerning our Safety and Environmental Management Systems (“SEMS”).

Our ESG Report will cover the three-year period of January 1, 2019 through December 31, 2021, unless otherwise noted. In the creation of our ESG Report, we consulted the Sustainability Accounting Standards Board’s (“SASB”) Oil and Gas Exploration and Production Sustainability Accounting Standard, the recommendations of the Task Force on Climate-related Financial Disclosures (“TCFD”), the Sustainable Development Goals (“SDG’s”) promulgated by the United Nations and other reporting guidance from industry frameworks and standards.

Oversight of ESG Issues

The Company recognizes that a significant concern of many shareholders of publicly traded companies is a commitment by boards of directors to addressing oversight of ESG-related issues affecting shareholders. This responsibility is oftentimes delegated to a specific committee of a board of directors. Given the small size of the Company’s Board of Directors, the Company’s Board of Directors considered and concluded it would not be productive or efficient to assign oversight of ESG-related matters to a specific committee of the Company’s Board of Directors at this time. Rather, such oversight would remain the responsibility of the Company’s full Board of Directors with each of its current committees retaining oversight responsibilities for the specific matters set forth in their respective charters.

The Board of Directors has had a long-standing practice of reviewing at each quarterly meeting of the Board certain ESG-related issues that are critical to fulfilling the Company’s environmental responsibilities and to the well-being of our employees. Those matters include the number and extent of any oil spills from the platforms we operate in the Gulf of Mexico and the number and extent of any injuries that our employees or employees of our contractors suffer while working on our platforms. The Board not only discusses each of such accidents or incidents, but also reviews the Company’s environmental and safety performances versus the average performances of our competitors in the Gulf of Mexico. Also, on a quarterly basis, the Board discusses with the appropriate officers of the Company any issues that have arisen in the course of the quarter involving the Company’s obligations under all other governmental laws and regulations involving the Company’s operations in the Gulf of Mexico.

Shareholder Engagement and Company Responses

Following the 2021 Annual Meeting of Shareholders of the Company, the Board of Directors of the Company determined to become more involved in direct communication with larger shareholders of the Company with respect to executive compensation and other ESG issues. Accordingly, the chairperson of the Company’s Audit Committee and Compensation Committee (Mr. Stanley) and the chairperson of the Nominating and Governance Committee (Ms. Boulet) worked with Company’s management to invite representatives of the Company’s 25 largest shareholders (other than Mr. Krohn) to discuss executive compensation and any other ESG issues. We held conference calls with representatives of each shareholder expressing an interest to engage in an open-ended conversation about these issues, in which representatives of the Company (other than the Company’s executive officers, including Mr. Krohn), Mr. Stanley and/or Ms. Boulet participated.

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As a result of those telephonic discussions with larger shareholder representatives and giving consideration to institutional shareholder voting guidelines of institutional shareholder services companies like Institutional Shareholder Services and Glass Lewis and voting policies of certain large institutional investors, our Board of Directors took various matters under advisement resulting in the following:

●

Our Nominating & Corporate Governance Committee has adopted a policy, referred to generally as the “Rooney Rule” of interviewing and considering in good faith at least one ethnically or gender diverse candidate for each open position as a nominee for our Board of Directors and any senior executive position at the Company.

●

Effective January 1, 2021, the Company, with Mr. Krohn’s concurrence, ceased the payment of income tax gross-up payments to Mr. Krohn with respect to imputed taxable income received by Mr. Krohn in connection with his private use of the Company’s leased aircraft permitted under the terms of his employment agreement. The Company now pays no tax gross-ups to any executive officer.

●

For 2022, the Company has determined to extend the performance measurement period of performance-based awards granted this year under its long-term equity compensation plans from the prior Company norm of tying such awards to a measurement period of the calendar year in which they were awarded to a measurement period of three years beginning January 1, 2022 through December 31, 2024. In addition, early separation from the Company during this extended performance period will not trigger any partial vesting or partial credit for these 2022 performance-based awards for officers and employees.

●

Our Board of Directors has adopted a policy of not entering into any future employment agreements with executive officers containing “single trigger” change of control vesting of benefits. The Company only has one long-standing agreement with Mr. Krohn and the Company has no present plans to enter into any additional employment agreements with executive officers. A single trigger vesting automatically vests the executive with certain benefits upon a change of control of the company notwithstanding that the executive may remain with the company in a comparable position. Generally, a “double trigger” vesting provision requires, in addition to the occurrence of a change in control, the loss of comparable position with the company to vest such benefits. The Board is evaluating whether awards made under the current provisions of the Company’s compensation plans, which have generally been subject to “single trigger” vesting, should be changed.

●

The chairpersons of the Nominating and Governance Committee and the Audit Committee, with advice from counsel recently evaluated possible amendments to the Company’s Articles of Incorporation to (i) permit holders of a majority of outstanding shares to amend the Company’s Bylaws, which is currently prohibited under the Articles, and (ii) lower the percentage of holders of outstanding shares required to approve certain fundamental actions and transactions under the Texas Business Organizations Code (the “TBOC”) from the statutory default requiring approval of holders of two-thirds of outstanding voting shares to as low as a bare majority of such shares required for certain fundamental actions and transactions by the Company, including mergers, sale of substantially all of the assets and, with limited amendments to the Company’s Articles of Incorporation. The provisions of the Articles of Incorporation requiring a two-third majority vote for material transactions to be approved and vesting solely in the Board the right to amend the Bylaws were originally adopted to protect minority shareholders at a time when Mr. Krohn beneficially owned a majority of the Company’s voting stock. Essentially those provisions took from Mr. Krohn the sole right to amend the Company’s Articles of Incorporation and Bylaws and to enter into material agreements involving the Company. We believe that, given Mr. Krohn’s current material ownership in the Company, those provisions continue to protect minority shareholders. Furthermore, an amendment to affect either of these provisions would require approval by holders of two-thirds or more of the Company’s outstanding voting shares. Since Mr. Krohn owns more than 1/3 of the voting shares of the Company, neither measure could pass without his approval.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding beneficial ownership of Common Stock as of March 7, 2022, based on the 143,012,124 shares of Common Stock outstanding on that date, of (i) the Company’s named executive officers (which includes the chief executive officer, chief financial officer and three most highly compensated additional executive officers), directors and director nominees, (ii) all executive officers and directors of the Company as a group, and (iii) each person who beneficially owns more than 5% of the Company’s Common Stock. Unless otherwise indicated, each of the persons below has sole voting and investment power with respect to the shares beneficially owned by such person. To the knowledge of the Company, no person or entity holds more than 5% of the outstanding shares of Common Stock, except as set forth in the following table.


	Shares of Common Stock	Percent of Outstanding
Name of Beneficial Owner	Beneficially Owned (1)	Common Stock
Tracy W. Krohn	48,005,757	33.6	%
Virginia Boulet	317,355	*
Daniel O. Conwill IV	20,834	*
B. Frank Stanley	266,831	*
Shahid A. Ghauri	123,081	*
Stephen L. Schroeder	313,106	*
William J. Williford	127,891	*
Janet Yang	65,363	*
Directors and Executive Officers as a Group (8 persons) (2)	49,240,218	34.4	%

*	Less than one percent.

(1)

Under the regulations of the SEC, shares are deemed to be “beneficially owned” by a person if he directly or indirectly has or shares the power to vote or dispose of, or to direct the voting of or disposition of, such shares, whether or not he has any pecuniary interest in such shares, or if he has the power to acquire such power through the exercise of any option, warrant or right, which is presently exercisable or convertible or will be within 60 days of the measurement date.

(2)	The number of directors and executive officers, shares of Common Stock and percent of outstanding Common Stock shown includes all directors and executive officers of the Company providing service as of December 31, 2021.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our directors and executive officers and beneficial owners of more than 10% of our Common Stock to file with the SEC initial reports of ownership and reports of changes in ownership of our Common Stock. SEC rules require these persons to furnish us copies of all Section 16(a) reports they file. To our knowledge, based solely on a review of the copies of such reports furnished to us during 2021 and written representations that no other reports were required with respect to 2021, all of our directors and officers and beneficial owners complied with applicable Section 16(a) filing requirements, except that Ms. Yang and Messrs. Krohn, Schroeder, Williford, and Ghauri each had a delinquent filing on Form 4 for a transaction involving vesting of restricted stock units of the Company’s stock, as a result of an administrative error.

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EXECUTIVE OFFICERS

The following individuals have served as our executive officers throughout 2021 and continue to serve as of the date of this proxy statement in the indicated positions. These persons are also referred to collectively in this proxy statement as our “Named Executive Officers” and are included in the Summary Compensation Table and other compensation tables included in the following section entitled “Compensation Discussion and Analysis”:

Name	Age (1)	Position
Tracy W. Krohn	67	Chairman, Chief Executive Officer and President
Janet Yang	41	Executive Vice President and Chief Financial Officer
William J. Williford	49	Executive Vice President and Chief Operating Officer
Stephen L. Schroeder	59	Senior Vice President and Chief Technical Officer
Shahid A. Ghauri	53	Vice President, General Counsel and Corporate Secretary

(1)	Ages as of March 7, 2022

Mr. Krohn’s biographical information can be found in this proxy statement in the section entitled “Proposal No. 1 – Election of Directors” under the subsection “Information Concerning Director Nominees.”

Janet Yang joined the Company in 2008 and was named Executive Vice President and Chief Financial Officer in November 2018. Previously, she served as Acting Chief Financial Officer from August 2018 to November 2018, Vice President of Corporate and Business Development from March 2017 to November 2018, Director of Strategic Planning & Analysis from June 2012 to March 2017 and Finance Manager from December 2008 to June 2012. Prior to joining the Company, Ms. Yang held positions in research and investment analysis at BlackGold Capital Management, investment banking at Raymond James and energy trading at Allegheny Energy. Ms. Yang earned a Bachelor of Arts degree in Economics from Rice University and a Master of Business Administration degree from The University of Chicago Booth School of Business.

William J. Williford joined the Company in 2006 and was named Executive Vice President and Chief Operating Officer in March 2022. Since joining W&T in 2006, he has served as Reservoir Engineer, Exploration Project Manager, General Manager Deepwater of Gulf of Mexico, Vice President and General Manager of Gulf of Mexico Shelf and Deepwater, and most recently, Executive Vice President and General Manager of Gulf of Mexico. Mr. Williford has over 20 years of oil and gas technical experience with large independents in the Gulf of Mexico and Domestic Onshore. Prior to joining the Company, Mr. Williford held positions in reservoir, production and operations at Kerr-McGee and Oryx Energy. Mr. Williford earned a Bachelor of Science degree in Petroleum Engineering from Mississippi State University.

Stephen L. Schroeder joined the Company in 1998 and was named Senior Vice President and Chief Technical Officer in June 2012. Previously, he served as Senior Vice President and Chief Operating Officer from July 2006 to June 2012, Vice President of Production from 2005 to July 2006 and Production Manager from 1999 until 2005. Prior to joining the Company, Mr. Schroeder was with Exxon USA for 12 years holding positions of increasing responsibility, ending with Offshore Division Reservoir Engineer. Mr. Schroeder earned a Bachelor of Science degree in Petroleum Engineering from the Texas A&M University and a Master of Business Administration degree from Loyola University New Orleans.

Shahid A. Ghauri joined the Company in March 2017 as Vice President, General Counsel and Corporate Secretary. Prior to joining the Company, Mr. Ghauri served as a partner with Jones Walker, a New Orleans, Louisiana law firm since 2015. Prior to that, Mr. Ghauri served as Assistant General Counsel of BHP Billiton Petroleum and in private practice as a partner working with top tier oil and gas firms for 17 years. Mr. Ghauri earned his juris doctor degree from the University of Houston Law Center and both a master’s degree and a bachelor’s degree in science in Petroleum Engineering from the University of Texas at Austin.

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EQUITY COMPENSATION PLAN INFORMATION

Securities Authorized for Issuance Under Equity Compensation Plans

The following table sets forth information with respect to the equity compensation plans available to directors, officers, certain employees and certain consultants of the Company at December 31, 2021.


				Number of securities
				remaining available for
	Number of securities to be			future issuance under equity
	issued upon exercise of	Weighted-average exercise		compensation plans,
	outstanding options,	price of outstanding options,		(excluding securities
	warrants and rights	warrants and rights		reflected in column (a))
Plan category (1)	(a)	(b)		(c)
Equity compensation plans approved by security holders	895,383	N/A	(2)	9,367,710
Equity compensation plans not approved by security holders	—	—		—
Total	895,383	N/A	(2)	9,367,710

(1)

Our equity compensation plans are the Amended and Restated Incentive Compensation Plan and the Director Compensation Plan. Column (a) consists of restricted stock units and performance-based restricted stock units granted and unvested. Column (c) consists of shares available for issuance under both plans excluding amounts in column (a).

(2)	The securities granted under the plans are restricted stock and restricted stock units, which do not have an exercise price.

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COMPENSATION DISCUSSION AND ANALYSIS

Introduction

This Compensation Discussion and Analysis provides a general description of our compensation program and specific information about its various components, which are largely base salaries, short- and long-term incentive and retention programs, retirement plans and health and welfare benefi

SEC Form DEF 14A filed by W&T Offshore Inc.