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PROPOSALS FOR CONSIDERATION AT THE ANNUAL MEETING OF STOCKHOLDERS
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1000 Louisiana Street, Suite 6600 ⁞ Houston, Texas 77002
Telephone: 832.538.0300
FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 18, 2020
These proxy materials are being furnished to you, in connection with the solicitation of proxies by the board of directors of Battalion Oil
Corporation, a Delaware corporation (referred to in this proxy statement as “Battalion,” the “Company,” “we,” “us,” or “our”), for use at the annual meeting of stockholders, and any adjournments or postponements thereof, to be held online by live
audio webcast on Monday, May 18, 2020 at 1:00 p.m., Central Daylight Time, via the Internet at www.virtualshareholdermeeting.com/BATL2020.
Electronic Availability of Proxy Statement and Annual Report
As permitted under the rules of the Securities and Exchange Commission, or the SEC, Battalion is making this proxy statement and its Annual
Report on Form 10‑K for the fiscal year ended December 31, 2019 available to its stockholders electronically via the Internet. On or about April 8, 2020, Battalion mailed a Notice of Internet Availability of Proxy Materials (the “Notice”) to its
stockholders of record as of the close of business on March 31, 2020, which Notice sets forth instructions for accessing Battalion’s proxy materials electronically and instructions on how a stockholder can request to receive paper or e‑mail
copies of Battalion’s proxy materials.
Attendance and Participation
You may attend the Annual meeting by visiting www.virtualshareholdermeeting.com/BATL2020. To
participate in and vote the Annual Meeting, you will need the 16-digit control number included on your Notice, on your proxy card or on the instructions that accompanied your proxy materials. We recommend that you log in at least 15 minutes
before the meeting time to ensure you are logged in when the meeting starts.
Even if you plan to participate in the Annual Meeting, the Company strongly recommends that you vote your shares in advance (as described
below) to ensure that your vote is counted, should you later be unable to attend the Annual Meeting.
Voting and Revocation of Proxies
If you provide specific voting instructions, your shares will be voted as you instruct. Whether you hold shares directly as a stockholder of record, or
beneficially in street name, you may direct how your shares are voted at the annual meeting. If you are a stockholder of record, you may vote by submitting a proxy or by voting at the annual meeting, and if you hold your shares in street name,
you may vote by submitting voting instructions to your broker, trustee or other nominee.
You may cast your vote by proxy as follows:
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Internet at www.proxyvote.com by following the instructions on the Notice, or if you received proxy materials by mail, the
proxy card;
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Telephone by calling 1‑800‑690‑6903 and following the voice prompts; or
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Mailing the completed, signed and dated proxy card if you received proxy materials by mail, in the pre‑addressed postage‑paid envelope enclosed therewith.
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Unless you otherwise direct in your proxy, the individuals named in the proxy card will vote the shares represented by such proxy in
accordance with the recommendations of our board of directors. If you hold your shares in street name, please refer to the proxy card forwarded by your broker, trustee or other nominee to see which voting options are available to you and for
instructions on how to vote. If you vote by Internet or by telephone, you need not return your proxy card. Proxies granted by telephone or over the Internet, in accordance with the procedures set forth on the proxy card, will be valid under
Delaware law.
If you sign the proxy card of your broker, trustee or other nominee but do not provide voting instructions, your shares will not be voted
unless your broker, trustee or other nominee has discretionary authority to vote. When a broker, trustee or other nominee holding shares for a beneficial owner is unable to vote on a particular proposal because such broker, trustee or other
nominee does not have discretionary authority to vote in the absence of timely instructions from the beneficial owner, this is referred to as a “broker non‑vote.” Of the proposals that will be brought to a vote at our annual meeting, brokers will have discretionary voting authority only with respect to the ratification of the appointment of our independent registered public accounting
firm. It is therefore very important that you indicate on the proxy card of your broker, trustee or other nominee how you want your shares to be voted in the election of the four director nominees named in this proxy statement.
The board of directors is not aware of any business to be brought before the annual meeting other than as indicated in the Notice. If any
other matter does come before the meeting, the persons named in the proxy card will vote the shares represented by the proxy in his or her best judgment.
Revocation of Proxy. A proxy may
be revoked by a stockholder at any time prior to it being voted by:
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delivering a revised proxy (by one of the methods described above) bearing a later date;
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voting electronically at the annual meeting; or
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notifying our Corporate Secretary of the revocation in writing at our address set forth above in time to be received before the annual meeting.
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Attendance at the meeting alone will not effectively revoke a previously executed and delivered proxy. If a proxy is properly executed and
is not revoked by the stockholder, the shares it represents will be voted at the meeting in accordance with the instructions from the stockholder. If the proxy card is signed and returned without specifying choices, the shares will be voted in
accordance with the recommendations of our board of directors. If your shares are held in an account at a broker, trustee or other nominee, you should contact your broker, trustee or other nominee to change your vote.
Record Date and Vote Required for Approval.
The record date with respect to this solicitation is March 31, 2020. Our voting stock consists of issued and outstanding shares of our common stock. All holders of record of our common stock as of the close of business on March 31, 2020 are
entitled to vote at the annual meeting and any adjournment or postponement thereof for which a new record date has not been established. As of the record date, we had 16,203,967 shares of common stock outstanding and no shares of preferred stock
outstanding. Each share of common stock entitles its holder to one vote on each matter submitted to our stockholders. Our stockholders do not have cumulative voting rights. In accordance with our bylaws, the holders of a majority of our common
stock issued and outstanding and entitled to vote at the annual meeting, represented in attendance or by proxy, shall constitute a quorum at the annual meeting. If a quorum is not present at the annual meeting, a vote for adjournment will be
taken among the stockholders present or represented by proxy. If a majority of the stockholders present or represented by proxy vote for adjournment, it is our intention to adjourn the meeting until a later date and to vote proxies received at
such adjourned meeting. The place and date to which the annual meeting would be adjourned would be announced at the meeting, but would in no event be expected to be more than 30 days after the date of the annual meeting.
Election of director nominees requires that each director be elected by a majority of the votes present in attendance or represented by
proxy at the annual meeting and entitled to vote on this matter, thus the number of shares voted “FOR” a nominee must exceed the number of shares voted “AGAINST” such nominee. For purposes of determining the outcome for each nominee broker non‑votes will not be counted as entitled to vote and will have no effect on the outcome of the vote. Abstentions will
effectively count as votes “AGAINST” because they are considered entitled to vote.
As an advisory vote, the proposal to approve the compensation of our named executive officers is not binding upon the Company.
Additionally, the proposal regarding frequency of a stockholder advisory vote on executive compensation will be determined on an advisory basis by whichever of the choices —“1 YEAR,” “2 YEARS,” or “3 YEARS”— receives the greatest number of votes cast. Although advisory in nature, the Compensation Committee of our board of directors, which is responsible for overseeing our executive
compensation program, values the opinions expressed by our stockholders and will consider the outcomes of those votes when making future compensation decisions.
Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accountant requires the affirmative vote
of a majority of the shares of voting stock present in attendance or represented by proxy at the meeting and entitled to vote on this matter.
Proxy Solicitation. We will bear
all costs relating to the solicitation of proxies. Proxies may be solicited by our officers, directors and employees, personally, by mail, or by telephone, facsimile transmission or other electronic means.
Submission of Stockholder Proposals.
The deadline for submitting stockholder proposals for inclusion in our proxy statement for our annual meeting in 2021 is December 11, 2020. See “
Submission of Stockholder Proposals for Our 2021 Annual Meeting of
Stockholders” below for additional information.
We will provide to any stockholder, without charge and upon written request, a copy (without
exhibits, unless otherwise specified) of our Annual Report on Form 10‑K, as filed with the SEC for the fiscal year ended December 31, 2019. Any such request should be directed to: Battalion Oil Corporation, Attn: Corporate Secretary, 1000
Louisiana Street, Suite 6600, Houston, Texas 77002; telephone number: (832) 538‑0300. The Annual Report on Form 10‑K for the fiscal year ended December 31, 2019 is not part of the proxy solicitation materials.
OUR BOARD OF DIRECTORS AND ITS COMMITTEES
Our business and affairs are managed under the direction of our board of directors, or “board.” Our bylaws specify that we shall not have less than one nor
more than seven directors, and our board currently has seven members. Under our amended and restated bylaws, as amended, or “bylaws,” and our amended and restated certificate of incorporation, or “certificate of incorporation,” each director
holds office until the next annual meeting of stockholders at which such director’s class stands for re‑election and serves until the director’s successor is duly elected and qualified, or until such director’s earlier death, resignation or
removal. Our certificate of incorporation provides for a classified board comprised of two classes, Group I and Group II, until the annual meeting of stockholders in the year 2021. Group I includes the four directors whose terms expire at the
2020 annual meeting. The Group I directors are Scott H. Germann, Gregory S. Hinds, Richard H. Little and William L. Transier. The Group II directors are William P. Carapucci, Jr., David Chang and Allen Li. The Group II directors’ term expires at
the annual meeting of stockholders in the year 2021, at which time all directors will stand for election for a term of one year or until their successors are elected and qualified.
Under Delaware law, stockholders of a corporation with a classified board may only remove a director “for
cause” unless the certificate of incorporation provides otherwise. Our certificate of incorporation provides that any director may be removed, with or without cause, by a majority of the shares entitled to vote at an election of
directors, except than, prior to the annual meeting of stockholders in 2021, Annual Meeting, any Group II director may be removed, with or without cause, only by the holders of 85% of our shares, then entitled to vote at an election of directors.
As discussed more fully under “Proposal 1—Election of Directors,” four of our current directors
Scott H. Germann, Gregory S. Hinds, Richard H. Little and William L. Transier have been nominated for re‑election at the 2020 Annual Meeting. If each nominee for director receives a majority of votes cast in favor of his continued service on the
board, each will serve a one-year term expiring at the annual meeting in 2021. In the event any director nominee does not receive a majority of votes cast in favor of his continued service on the board, we may nonetheless request that he continue
to serve on our board until such time as we identify and appoint his successor, which we will endeavor to do as promptly as practicable.
The following table sets forth the names and ages of all of our current directors, the positions and offices with us held by such persons,
the years in which their current terms as directors expire and the length of their continuous service as a director:
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Name
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Director
Since
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Age
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Position
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Expiration
of Term
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William P. Carapucci, Jr.
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Oct. 2019
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37
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Director
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2021
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David Chang
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Oct. 2019
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40
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Director
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2021
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Scott H. Germann
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Oct. 2019
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58
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Director
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2020
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Gregory S. Hinds
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Oct. 2019
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56
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Director
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2020
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Allen Li
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Oct. 2019
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29
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Director
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2021
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Richard H. Little
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Oct. 2019
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47
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Director
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2020
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William L. Transier
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Oct. 2019
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65
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Chairman
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2020
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William P. Carapucci, Jr. has served as a director since October 2019 and currently serves as Chairman of the Nominating and Corporate Governance Committee. Mr. Carapucci is Managing Director at Luminus Management
(“Luminus”), an investment management firm focused on investments across the capital structure of companies within the broader energy ecosystem. Mr. Carapucci joined Luminus in 2008. Prior to joining Luminus, Mr. Carapucci was an Investment
Banking Analyst, focusing on project finance at Morgan Stanley. Mr. Carapucci graduated cum laude with a Bachelor of Economics from the Wharton School of the University of Pennsylvania. Mr. Carapucci’s qualifications to serve on the board include
vast experience managing investment portfolios and extensive knowledge financial and accounting matters and provide valuable contributions to the Company’s board.
David Chang has served as director since October 2019 and currently serves as a member of the Reserves Committee. Mr. Chang is a Senior Vice President at LSP Investment Advisors where he is responsible for originating and managing
investments in the energy sector across capital structures. Prior to joining LSP Investment Advisors in 2011, Mr. Chang was an analyst in the Global Energy investment-banking group at Credit Suisse. Mr. Chang holds a Bachelor of Arts in Economics
and Mathematics from Columbia University. Mr. Chang’s qualifications to serve on the board include his experience as an executive and managing investment portfolios in the energy sector and provide significant contributions to the Company’s
board.
Scott H. Germann has
served as director since October 2019 and currently serves as Chairman of the Compensation Committee and is a member of the Audit and Reserves Committees. Mr. Germann is Chief Executive Officer of Ridge Runner Resources, LLC, which was formed in
early 2018 and is backed by Warburg Pincus. Mr. Germann has over 28 years of experience in oil and gas exploration and production, having spent the last 26 years focused specifically on the Delaware Basin. Mr. Germann was President of Delaware
Basin at BC Operating, until the sale of the company to Marathon Oil in May 2017. Prior to his tenure at BC Operating, Mr. Germann spent 21 years as Executive Vice President and Head of Permian and Delaware Basin at Nadel and Gussman. He began
his career at Exxon as a Senior Geologist focused on the Delaware Basin before moving to Exxon’s headquarters in Houston. Mr. Germann holds a Bachelor of Science in Geology from Eastern Illinois University and a Master of Science in Geosciences
from the University of Tulsa. Mr. Germann’s qualifications to serve on the board include his experience as an executive in the energy industry, wealth of scientific knowledge in geology and geophysics and expertise in oil and gas exploration and
provide beneficial contributions to the Company’s board.
Gregory S. Hinds has served as director since October 2019 and currently serves as Chairman of the Reserves Committee and is a member of the Audit and Compensation Committees. Mr. Hinds is the founder of Fenceline Minerals
(“Fenceline”), a privately held limited liability company. Prior to forming Fenceline, Mr. Hinds was the Chief Operating Officer of Jagged Peak Energy, LLC (“Jagged Peak”), having joined Jagged Peak at its inception in April 2013. Prior to his
tenure at Jagged Peak, Mr. Hinds was Chief Operating Officer of Ute Energy (“Ute”), a private equity backed oil and gas company with operations focused in the Uinta Basin of Northeastern Utah, which was sold in November of 2012. Before Ute, Mr.
Hinds was the Vice President of Uinta Basin Assets for the Bill Barrett Corporation (“Bill Barrett”), where he was primarily responsible for the development of the West Tavaputs field as well as Barrett’s Blacktail Ridge and Lake Canyon
properties. Prior to joining Bill Barrett, he served as Geological Manager for Pennaco Energy and as an Exploration Geologist for Barrett Resources. Mr. Hinds holds a Bachelor of Science in Geology from Louisiana State University and a Master of
Science in Geology from Texas A&M University. He is a Registered Professional Geologist in Utah, Wyoming and Texas. Mr. Hind’s qualifications to serve on the board include his experience as an executive in the energy industry, scientific
background in geology and geophysics, energy‑related acquisitions and analytical experience and experience in energy company reserve evaluations and provide significant contributions to the Company’s board.
Allen Li has
served as a director since
October 2019 and currently serves as a member of the Nominating and Corporate Governance Committee. Mr. Li is Vice
President in the Opportunities Funds at Oaktree Capital (“Oaktree”). Prior to joining Oaktree in 2014, Mr. Li worked in the Investment Banking Division at Goldman Sachs from July 2012 to July 2014. He holds a Bachelor of Science in Business
Administration from the University of Southern California. He currently serves on the board of directors of PHI Inc., Source Energy, and Charger Shale Oil Company. Mr. Li’s qualifications to serve on the board include his directorship experience
and investment expertise in the energy industry and provide significant contributions to the Company’s board.
Richard H. Little
has served as a director since October 2019 and as Chief Executive Officer since June 2019. Prior to joining the Company, Mr. Little served as the Chief Executive Officer of Ajax Resources, LLC (“Ajax”), until it sold substantially all of
its assets to Diamondback Energy, Inc., in October 2018. Prior to his tenure at Ajax, Mr. Little held progressive roles with EP Energy Company and its predecessors, including Vice President over the Southern Division, where he was responsible for
various regions including the Permian Basin, South Texas, Gulf of Mexico, and the Texas and Louisiana Gulf Coast. Mr. Little joined El Paso Exploration and Production in October 2007 as a result of the People’s Energy Production acquisition. At
People’s Energy, he was a Senior Staff Asset Engineer. In prior roles, Mr. Little worked as a petroleum engineering consultant with Holditch and Associates, Inc. and as a completions engineer with Halliburton Energy Services, Inc., where he was
primarily focused on well stimulation design and execution, Mr. Little has accrued over 24 years of experience in the energy business, with more than 10 years in the Permian Basin, and has extensive experience in reservoir, drilling, completions,
production, and facilities management. Mr. Little received a Bachelor of Science degree in petroleum engineering from Texas A&M University in 1995. Mr. Little’s qualifications to serve on the board include his role as the Company’s Chief
Executive Officer, his extensive technical experience and wealth of knowledge in the energy industry as well as his leadership experience and technical expertise as a petroleum engineer and provide significant contributions to the Company’s
board.
William L. Transier has
served as a director since October 2019 and currently serves as the Chairman of the Board, Chairman of the Audit Committee, and as a member of the Compensation and Nominating and Corporate Governance Committees. Mr. Transier is the Chief
Executive Officer of Transier Advisors, LLC (“Transier Advisors”), an independent advisory firm providing services to companies facing stressed operational situations, turnaround, restructuring or in need of interim executive leadership. Prior to
starting Transier Advisors, Mr. Transier was co-founder of Endeavour International Corporation (“Endeavour”), an international oil and gas exploration and production company. He served as non-executive chairman of Endeavour’s board of directors
from December 2014 until November 2015. He currently serves as an independent director and chairman of the board for Helix Energy Solutions Group (“Helix”). Mr. Transier has been a member of the Helix board of directors since October 2000 and
served as lead independent director from March 2016 to July 2017 when he was appointed as chairman of the board. Since October 2018, Mr. Transier has served as a member of the board of directors of Sears Holding Corporation and as a member of its
restructuring committee and restructuring subcommittee of the board. Since March 2019, Mr. Transier has served on the board of directors of Teekay Offshore Partners L.P. From August 2018 until February 2019, he served on the board of directors of
Gastar Exploration Inc. Mr. Transier served as a member of the board of directors of CHC Group Ltd. from May 2016 to July 2017. He was also a member of the board of directors of Paragon Offshore Plc. from August 2014 to July 2017. Mr. Transier
holds a Bachelor of Business Administration Degree in Accounting from the University of Texas, a Master of Business Administration from Regis University and a Master of Arts in Theological Studies from Dallas Baptist University. Mr. Transier’s
qualifications to serve on the board include his vast knowledge of the oil and natural gas exploration and production industry, his directorship and executive experience combined with his extensive audit, accounting and financial reporting
experience and extensive professional background and provide valuable contributions to the Company’s board.
Meetings of Our Board of Directors and Committees of the Board
Our board of directors has the responsibility for establishing our broad corporate policies and for our overall performance. The board
relies on our executive officers and other members of management to direct the day‑to‑day operations of the Company. The board is kept informed of our business through discussions with our executive officers and other key personnel, by reviewing
analyses and reports provided to it on a regular basis, and by participating in board and committee meetings. Our board held thirty-one (31) meetings during 2019, including telephonic meetings, and acted by unanimous written consent three (3)
times, and each director, except for Nathan W. Walton who recused himself from certain meetings, attended at least 75% of the total meetings of the board and the committee(s) on which such director serves during the period that such director
served as a director or on such committee(s).
Our board currently has four standing committees: Audit, Compensation, Nominating and Corporate Governance, and Reserves. Actions taken by
our committees are reported to the full board. Each committee conducts an annual evaluation of its duties and is expected to conduct an annual review of its charter and also has authority to retain, set the compensation for, and terminate
consultants, outside counsel and other advisers as that committee determines to be appropriate.
Audit Committee. The members of
our Audit Committee are Scott H. Germann, Gregory S. Hinds and William L. Transier, with Mr. Transier serving as the chairman. Our board has determined that all members of our Audit Committee are financially literate within the meaning of SEC
rules, under the current listing standards of the NYSE American and in accordance with our audit committee charter. Our board has also determined that all members of the Audit Committee are independent, within the meaning of SEC and applicable
NYSE regulations for independence for audit committee members, under our corporate governance guidelines, and in accordance with our audit committee charter. Our board determined that Mr. Transier is an “
audit
committee financial expert” (as defined under SEC rules) because he possesses: (i) an understanding of generally accepted accounting principles in the United States of America and financial statements; (ii) the ability to assess the
general application of such principles in connection with the accounting for estimates, accruals and reserves; (iii) experience analyzing and evaluating financial statements that present a breadth and level of complexity of accounting issues that
are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by our financial statements; (iv) an understanding of internal control over financial reporting; and (v) an understanding of audit
committee functions. Mr. Transier acquired these attributes through his educational background and by having held various positions that provided relevant experience, as described in his biography under “
Our
Board of Directors and Its Committees — The Board of Directors” above.
The Audit Committee is responsible for oversight of Company risks relating to accounting matters, financial reporting and related legal and
regulatory compliance. The Audit Committee annually considers the qualifications and evaluates the performance of our independent auditor and selects and engages our independent auditor. The Audit Committee meets quarterly with representatives of
the independent auditor and is available to meet at the request of the independent auditor. During these meetings, the Audit Committee receives reports regarding our books of accounts, accounting procedures, financial statements, audit policies
and procedures, internal accounting and financial controls, and other matters within the scope of the Audit Committee’s duties. The Audit Committee reviews the plans for and the results of audits for us and our subsidiaries. The Audit Committee
reviews the independence of the independent auditor, and considers and authorizes the fees for both audit and non‑audit services provided by the independent auditor. In 2019, our Audit Committee held five (5) meetings, including telephonic
meetings.
The written charter of the Audit Committee adopted by our board is available on our website at www.battalionoil.com.
Compensation Committee. The
members of our Compensation Committee are Scott H. Germann, Gregory S. Hinds and William L. Transier with Mr. Germann serving as the chairman. Our board has determined that each member of the Compensation Committee meets the NYSE American
standards for independence, and is a “
non‑employee director” as defined in Rule 16b‑3 under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), an “
outside
director” as defined for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended, and meets the enhanced independence requirements set forth in Rule 10C‑1 under the Exchange Act.
The Compensation Committee is entrusted with the overall responsibility for establishing, implementing and monitoring the compensation for
our executive officers, administers the Battalion Oil Corporation 2020 Long‑Term Incentive Plan (as amended, the “Plan”), and recommends awards and other stock‑based grants under the Plan for our executive officers. In 2019, our Compensation
Committee held nine (9) meetings, including telephonic meetings.
Our Compensation Committee has engaged Longnecker & Associates, Inc. (“Longnecker”), an outside independent compensation-consulting
firm, to assist the board and the Compensation Committee in crafting our compensation program for our executive officers and to assist the board in determining compensation for our non‑employee directors. In connection with its engagement,
Longnecker was tasked with, among other things, making recommendations to the Compensation Committee regarding an appropriate compensation peer group, assisting the Compensation Committee in establishing a competitive executive compensation
program and making recommendations and providing analysis regarding the compensation of our executive officers, including the named executive officers, discussed below under the heading “Executive Compensation.”
The written charter of the Compensation Committee adopted by our board is available on our website at www.battalionoil.com.
Nominating and Corporate Governance Committee. The members of our Nominating and Corporate Governance Committee are William P. Carapucci, Jr., Allen Li and William L. Transier, with Mr. Carapucci serving as the chairman. Our board has
determined that all members of the Nominating and Corporate Governance Committee are independent pursuant to the applicable NYSE rules, under our corporate governance guidelines, and in accordance with our nominating and corporate governance
committee charter.
Our Nominating and Corporate Governance Committee is responsible for identifying qualified candidates to be presented to our board for
nomination as directors, ensuring that our board and our organizational documents are structured in a way that best serves our practices and objectives, and developing and recommending a set of corporate governance principles. The Nominating and
Corporate Governance Committee may consider candidates for our board from any reasonable source, including a search firm engaged by the Nominating and Corporate Governance Committee, recommendations of the board, management or, in accordance with
the procedures set forth in our bylaws, our stockholders. In 2019, our Nominating and Corporate Governance Committee held five (5) meetings, including telephonic meetings and acted by unanimous written consent one (1) time.
The written charter of the Nominating and Corporate Governance Committee adopted by our board is available on our website at www.battalionoil.com.
Reserves Committee. The
members of our Reserves Committee are Scott H. Germann, Gregory S. Hinds and David Chang, with Mr. Hinds
serving as the chairman. Our Reserves Committee is composed solely of non‑employee directors who are
independent under our corporate governance guidelines and in accordance with our reserves committee charter. Our Reserves Committee assists our board with oversight in the preparation by independent petroleum engineers of annual and any special
reserve reports and/or audits of the estimated amounts of our consolidated hydrocarbon reserves and related information. The Reserves Committee selects, engages and determines funding for the independent petroleum engineers who evaluate our
hydrocarbon reserves and also determines their independence from the Company in accordance with, among other things, the Standards Pertaining to the Estimating and Auditing of Oil and Gas Reserves Information promulgated by the Society of
Petroleum Engineers. In 2019, our Reserves Committee held six (6) meetings, including telephonic meetings.
The written charter of the Reserves Committee adopted by our board is available on our website at www.battalionoil.com.
Corporate Governance Matters
Corporate Governance Web Page and Available Documents. We maintain a corporate governance page on our website at
www.battalionoil.com/investors/corporate‑governance where you can find the following
documents:
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our Corporate Governance Guidelines;
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our Code of Ethics for the Chief Executive Officer and Senior Financial Officers;
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our Amended and Restated Insider Trading Policy;
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our Regulation FD Policy; and
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charters of our Audit, Compensation, Nominating and Corporate Governance, and Reserves Committees.
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Notwithstanding any reference to our website contained in this proxy statement, the information you may find on our website is not part of
this proxy statement. We will provide a printed copy of these documents, without charge, to stockholders who request copies in writing from Battalion Oil Corporation, Attn: Corporate Secretary, 1000 Louisiana Street, Suite 6600, Houston, Texas
77002.
Director Independence. The
current listing standards of the NYSE require our board to affirmatively determine the independence of each director and to disclose such determination in the proxy statement for each annual meeting of our stockholders. The board, on October 15,
2019, affirmatively determined that each of William P. Carapucci, Jr., David Chang, Scott H. Germann, Gregory S. Hinds, Allen Li and William L. Transier is an “
independent director” under the guidelines
described below and the applicable independence rules of the NYSE.
In connection with its assessment of independence, our board reviewed information regarding relevant relationships, arrangements or
transactions between the Company and each director or parties affiliated with such director. Our board has established the following standards for determining director independence in our corporate governance guidelines.
A majority of the directors on our board must be “independent.” No director qualifies as “independent” unless the board affirmatively determines that the director has no “material relationship” with the Company, either directly, or as a partner, stockholder
or officer of an organization that has a relationship with the Company. A “material relationship” is a relationship that the board determines, after a consideration of all relevant facts and circumstances,
compromises the director’s independence from management. Our board’s determination of independence must be consistent with all applicable requirements of the NYSE, the SEC, and any other applicable legal requirements. Our board may adopt specific
standards or guidelines for independence in its discretion from time to time, consistent with those requirements. As set forth in the NYSE American Listed Company Manual Section 803A, our board must consider the following factors that preclude a
finding by the board of a member’s or prospective member’s “independence” from the Company:
1. A director who is, or during the past three years was, employed by the Company,
other than prior employment as an interim executive officer (provided the interim employment did not last longer than one year);
2. A director who accepted or has an immediate family member who accepted any
compensation from the Company in excess of $120,000 during any period of twelve consecutive calendar months within the three years preceding the determination of independence, other than the following:
(a) compensation for board or board committee service,
(b) compensation paid to an immediate family member who is an employee (other than an executive officer) of the Company,
(c) compensation received for former service as an interim executive officer (provided the
interim employment did not last longer than one year), or
(d) benefits under a tax-qualified retirement plan, or non-discretionary compensation;
3. a director who is an immediate family member of an individual who is, or at any time during the past three years was, employed by the company as an executive officer;
4. a director who is, or has an immediate family member who is, a partner in, or a controlling shareholder or an executive officer of, any organization to which the Company made, or from which the Company received, payments (other than
those arising solely from investments in the Company’s securities or payments under non-discretionary charitable contribution matching programs) that exceed 5% of the organization’s consolidated gross revenues for that year, or $200,000,
whichever is more, in any of the most recent three fiscal years;
5. a director who is, or has an immediate family member who is, employed as an executive officer of another entity where at any time during the most recent three fiscal years any of the issuer’s executive officers serve on the compensation
committee of such other entity; or
6. a director who is, or has an immediate family member who is, a current partner of the company’s outside auditor, or was a partner or employee of the company’s outside auditor who worked on the company’s audit at any time during any of
the past three years.
Our corporate governance guidelines set forth our policy with respect to qualifications of the members of the board, the standards of
director independence, director responsibilities, board meetings, director access to management and independent advisors, director orientation and continuing education, director compensation, management evaluation and succession, annual
performance evaluation of the board, and executive sessions.
Nomination Process. The
Nominating and Corporate Governance Committee will consider stockholder nominees for election as directors. Any stockholder nominations must be received by us not less than sixty (60) days nor more than ninety (90) days prior to the annual
meeting; provided however, that in the event that less than seventy (70) days’ notice or prior public disclosure of the date of the meeting is given or made to stockholders, notice by the stockholder, to be timely, must be received no later than
the close of business on the tenth (10th) day following the day on which such notice of the date of the meeting was mailed or such public disclosure was made, whichever first occurs. Nominations should be delivered to the Nominating and Corporate
Governance Committee at the following address: Nominating and Corporate Governance Committee, c/o Battalion Oil Corporation, Attn: Corporate Secretary, 1000 Louisiana St., Suite 6600, Houston, Texas 77002. The stockholder’s nomination notice must
set forth: (i) as to each person whom the stockholder proposes to nominate for election or re‑election as a director: (a) the name, age, business address and residence address of the person; (b) the principal occupation or employment and business
experience of the person for at least the previous five years; (c) the class and number of shares of our capital stock which are beneficially owned by the person; and (d) any other information relating to the person that is required to be
disclosed in solicitations for proxies for election of directors pursuant to the rules and regulations of the SEC under Section 14 of the Exchange Act; and (ii) as to the stockholder giving the notice: (a) the name and record address of the
stockholder; and (b) the class and number of shares of our capital stock beneficially owned by the stockholder. Such submission must be accompanied by the written consent of the proposed nominee to be named as a nominee and to serve as a
director, if elected. We may require any proposed nominee to furnish such other information as may reasonably be required by us to determine the eligibility of such proposed nominee to serve as a director.
In considering possible candidates for election as a director, the Nominating and Corporate Governance Committee is guided by the principles
that each director should be an individual of high character and integrity and have:
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•
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an understanding and general acceptance of our corporate philosophies;
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•
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business or professional knowledge and experience that can address our challenges and opportunities, and contribute meaningfully to the deliberations of our board of directors;
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a proven record of accomplishment with an excellent organization;
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a willingness to speak one’s mind;
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an ability to challenge and stimulate management; and
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•
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a willingness to commit time and energy to our business affairs.
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In considering possible candidates for election as directors, the Nominating and Corporate Governance Committee may, in its discretion,
review the qualifications and backgrounds of existing directors and other nominees (without regard to whether a nominee has been recommended by stockholders), as well as the overall composition of our board, and recommend the slate of directors
to be nominated for election at the ensuing annual meeting of stockholders. Currently, we do not employ or pay a fee to any third party to identify or evaluate, or assist in identifying or evaluating, potential director nominees.
The charter of our Nominating and Corporate Governance Committee provides that the committee will evaluate our corporate governance
effectiveness and recommend such revisions as it deems appropriate to improve our corporate governance. The areas of evaluation may include such matters as the size and independence requirements of our board, board committees, management
succession and planning, and regular meetings of our non‑employee directors without management in executive sessions.
The Nominating and Corporate Governance Committee did not receive any stockholder recommendations for nomination to our board in connection
with this year’s annual meeting. The Nominating and Corporate Governance Committee has recommended Messrs. Germann, Hinds, Little and Transier, who are current Group I directors, for re‑election as the term of their class is expiring on our
board.
Board Diversity. Our Nominating and
Corporate Governance Committee charter, requires the committee to review the composition of the board as a whole and recommend, if necessary, measures to be taken so that our board not only contains the required number of independent directors,
but also reflects a diverse set of skills with the balance of knowledge, experience, skills, expertise, integrity, analytical ability and diversity as a whole that the committee deems appropriate. This review includes an assessment as to our
board’s current and anticipated need for directors with specific qualities, skills, experience or backgrounds; the availability of highly qualified candidates; committee workloads and membership needs; and anticipated director retirements. In
making its recommendations, the Nominating and Corporate Governance Committee will also consider diversity on gender, racial, ethnic and any other self-identified diversity characteristics of directors and candidates to become directors, all with
a view towards enhancing the effectiveness of our board of directors.
Leadership Structure. The
Company’s bylaws provide that our board annually elect one of its members to serve as Chairman. Our board believes that no single leadership model is right for all companies at all times, and that a combined Chairman and Chief Executive Officer
roles may be appropriate and efficient under certain circumstances; however, under present circumstances and with new leadership in several key roles of the Company, our board believes that the interests of the Company and its stockholders are
best served by maintaining the two roles separate. The Chairman of our board of directors is elected annually by our board. The Chairman’s responsibilities and authority generally include:
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presiding over all meetings of the board and, to the extent the Chairman is also an independent director, presiding over executive sessions of the independent directors of the board;
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calling special meetings of the board when necessary and appropriate;
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coordinating the agenda for, and moderating meetings of, the board;
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facilitating communication between the board and members of senior management of the Company;
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establishing the schedule of regular and special meetings of the board to ensure that there is sufficient time for discussion of all agenda items;
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facilitating communications among the other members of the board;
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consulting with the chairs of the board committees and soliciting their participation to avoid diluting their authority or responsibilities; and
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•
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performing other duties as the board may from time to time delegate.
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Our corporate governance guidelines currently provide that non‑management directors must meet at regularly scheduled executive sessions
without management. During 2019, our non‑management directors held thirteen (13) executive sessions without management present.
Risk Oversight. It is the job of our executive officers, and other members of our senior management to identify, assess, and manage our exposure to risk. At times, management has retained outside consultants to
assist in identifying, assessing, analyzing and developing plans to mitigate enterprise risks. Our board plays an important role in overseeing management’s performance of these functions. Our board has approved the audit committee charter, which
lists the primary responsibilities of the Audit Committee. Those responsibilities require the Audit Committee to discuss with management our major financial risk exposures and the steps management has taken to monitor and control such exposures,
including the substance of any significant litigation, contingencies or claims that had, or may have, a significant impact on the financial statements. The Audit Committee is also required to discuss with management and review the mechanisms,
guidelines and policies that govern the processes by which risk assessment and management are undertaken.
Each of the board’s other committees also oversees the management of risks that fall within such committee’s area of responsibility. Our
Compensation Committee incorporates risk considerations, including the risk of loss of key personnel, as it evaluates the performance of our executive officers, reviews management development and determines compensation structure and amounts. Our
Nominating and Corporate Governance Committee focuses on issues and risks relating to board composition, leadership structures, succession planning and corporate governance matters. The focus of our Reserves Committee is on the integrity of the
process of selecting our independent petroleum engineers and whether reports prepared by our independent petroleum engineers are prepared in accordance with the accepted or required petroleum engineering standards.
Our board receives reports from its committees regarding the risks considered in their respective areas to ensure that our board has a
broad view of our strategy and overall risk management process. In performing its risk oversight function, each committee has full access to management, as well as the ability to engage advisors. Each committee’s charter is available on our
website at www.battalionoil.com.
Communications with Directors. Our
board welcomes communications from our stockholders and other interested parties. Stockholders and any other interested parties may send communications to our board, to any committee of our board, to the Chairman of the board, or to any director
in particular to:
Battalion Oil Corporation
Attention: Corporate Secretary
1000 Louisiana St., Suite 6600
Houston, Texas 77002.
Any correspondence addressed to our board, to any committee of our board, to the Chairman of the board, or to any one of the directors in
care of our offices is required to be forwarded to the addressee or addressees without review by any person to whom such correspondence is not addressed.
Directors’ Attendance at Stockholder Meetings.
Our corporate governance guidelines provide that our directors are encouraged, but not required, to attend annual meetings of our stockholders. At the 2019 annual meeting of stockholders, three (3) non‑employee directors, who served on the board
at such time, attended the meeting.
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
Crude Oil Gathering Agreement. On July 27, 2018, a subsidiary of the Company entered into a crude oil gathering agreement with SCM Crude, LLC (“SCM”) pursuant to which the Company agreed to dedicate, for a term of 15
years, production of crude oil from its currently owned, or later acquired, acreage in designated areas in Ward and Winkler Counties, Texas (excluding certain specific wells) for the receipt, gathering and transportation on a gathering system to
be designed, engineered and constructed by SCM. For the period of January 1, 2019 through October 1, 2019 and the year ended December 31, 2018, the Company recorded revenue $101.6 million and $13.0 million, respectively, from SCM under the crude
oil gathering agreement. As of December 31, 2018, the Company recorded a $10.9 million receivable from SCM for its crude oil sales.
Certain funds under the control of Ares Management LLC (“Ares”) are the majority owners and controlling parties of SCM. Ares also controls
other funds which owned in excess of ten percent (10%) of the common stock of the Company prior to October 8, 2019, the “Effective Date” of the Plan of Reorganization. No Ares fund that was a stockholder of the Company had an interest in SCM but
one of the Company’s former directors, who is employed by Ares, also serves on the board of directors of SCM’s parent company. As of the Effective Date, SCM is no longer a related party to the Company.
Gas Purchase and Processing Agreement.
On November 16, 2017, a subsidiary of the Company entered into a gas purchase and processing agreement with Salt Creek Midstream, LLC (“Salt Creek”) pursuant to which the Company agreed to dedicate for a term of 15 years, all production from its
acreage in Ward County, Texas (that is not otherwise previously dedicated) and certain sections in Winkler County, Texas to a natural gas gathering pipeline and processing facilities to be constructed by Salt Creek. For the period of January 1,
2019 through October 1, 2019 and the year ended December 31, 2018, the Company recorded revenue of $6.0 million and $0.4 million, respectively, from Salt Creek under the gas purchase and processing agreement. As of December 31, 2018, the Company
had no receivables outstanding from Salt Creek.
Certain funds under the control of Ares are the majority owners and controlling parties of Salt Creek. Ares also controls other funds which
owned in excess of ten percent (10%) of the stock of the Company prior to the Effective Date of the Plan of Reorganization. No Ares fund that was a stockholder of the Company had an interest in Salt Creek but one of the Company’s former
directors, who is employed by Ares, also serves on the board of directors of Salt Creek. As of the Effective Date, Salt Creek is no longer a related party to the Company.
Pipeline Testing Services. In February 2019, the Company entered into an agreement with Cima Inspection LLC (“Cima”), a company specializing in advanced, non-destructive methods of testing pipes and tubing,
pursuant to which Cima will inspect various Company gathering and transportation assets. One of the Company’s former directors (as of the Effective Date) owns a minority interest in Cima and serves as its chief executive officer. For the period
of January 1, 2019 through October 1, 2019, the Company incurred charges of approximately $0.9 million for services provided by Cima. As of the Effective Date, Cima is no longer a related party to the Company.
Charter of Aircraft. In the
ordinary course of business, the Company occasionally chartered a private aircraft for business use. The Company’s former Chairman, Chief Executive Officer and President indirectly owns an aircraft that the Company chartered from time to time.
During 2018 and a portion of 2017, fees for the use of the Company’s former Chairman, Chief Executive Officer and President’s aircraft by the Company were based upon comparable costs that the Company would have incurred in chartering the same
type and size of aircraft from an independent third party utilizing data from several independent third party aircraft leasing companies. In the first quarter of 2019, the Company terminated all charter arrangements with the Company’s former
Chairman, Chief Executive Officer and President relating to the use of his aircraft. During the period of January 1, 2019 to October 1, 2019 and the year ended December 31, 2018, the Company paid approximately $0.2 million and $0.9 million,
respectively, related to use of the aircraft indirectly owned by the Company’s former Chairman, Chief Executive Officer and President during 2018. As of December 31, 2018, the Company recorded a $0.2 million payable to the Company’s former
Chairman, Chief Executive Officer and President.
RELATED PARTY TRANSACTION REVIEW POLICIES AND PROCEDURES
A transaction or series of similar transactions to which we are a party in which the amount involved exceeds $120,000, or 1% of the Company’s average total
assets at year-end, and involves a director, executive officer, 5% stockholder or any immediate family members of these persons is evaluated by a special committee of disinterested directors formed by our board to evaluate such transactions. In
addition, our Code of Conduct provides that every employee should disclose any material transaction or relationship that could reasonably be expected to give rise to a conflict of interest to upper management or the Audit Committee. The Company’s
Code of Conduct can be found on the Company’s website located at www.battalionoil.com. The Audit Committee has the authority to evaluate any such conflicts of interest and recommend actions to be taken by
our board in connection with such conflicts of interest or to report the existence of any such conflicts of interest to the full board for it to take action.
CODE OF CONDUCT AND CODE OF ETHICS
The Company’s Code of Conduct and Code of Ethics for the Chief Executive Officer and Senior Financial Officers can be found on the
Company’s website located at www.battalionoil.com. Any stockholder may request a printed copy of such materials by submitting a written request to: Battalion Oil Corporation, Attn: Corporate Secretary,
1000 Louisiana Street, Suite 6600, Houston, Texas 77002. If the Company amends the Code of Ethics or grants a waiver, including an implicit waiver, from the Code of Ethics, the Company will disclose the information on its website. The waiver
information will remain on the website for at least twelve months after the initial disclosure of such waiver.
The following table sets forth the names and ages of all of our executive officers, the positions and offices with us currently held by
such persons and the months and years in which continuous service began:
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Name
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Exec. Officer
Since
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Age
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Position
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Richard H. Little
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Jun. 2019
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47
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Chief Executive Officer
(Our principal executive officer)
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Daniel P. Rohling
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Oct. 2019
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37
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Executive Vice President and Chief Operating Officer
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Ragan T. Altizer
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Aug. 2019
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57
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Executive Vice President, Chief Financial Officer and Treasurer
(Our principal financial officer)
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Our executive officers are appointed to serve until the meeting of the board following the next annual meeting of stockholders and until
their successors have been elected and qualified. The following paragraphs contain certain information about each of our executive officers other than Mr. Little, whose biographical information is included under the heading “Our Board of Directors and Its Committees — The Board of Directors” above.
Ragan T. Altizer has served as
Executive Vice President, Chief Financial Officer and Treasurer since August 2019 and previously served as Vice President, Finance from July 2019 until August 2019. Mr. Altizer served as the Chief Financial Officer of Ajax Resources, LLC, from
October 2015 until it sold substantially all of its assets to Diamondback Energy, Inc. in October 2018, after which Mr. Altizer pursued additional opportunities. Prior to his tenure at Ajax, he served as US Regional Chief Financial Officer and
Global Controller for Hill+Knowlton Strategies from October 2011 until September 2015. Mr. Altizer has more than 30 years of experience as a financial leader in a variety of industries, beginning with 15 years focused in oil and gas upstream
operations. He began his career in Houston with Cooper & Lybrand’s audit practice serving a number of E&P and oilfield services clients and later served as Corporate Controller and Treasurer for Brooklyn Union Gas Company’s upstream
operations. Mr. Altizer earned a Bachelor of Business Administration degree in Accounting from Texas A&M University and is a Certified Public Accountant in the State of Texas.
Daniel P. Rohling has
served as Executive Vice President and Chief Operating Officer since October 2019 and previously served as Vice President, Operations from September 2019 until October 2019. Prior to joining the Company, Mr. Rohling served as the Asset Vice
President of Ajax Resources, LLC, from November 2017 until it sold substantially all of its assets to Diamondback Energy, Inc. in October 2018, after which Mr. Rohling pursued additional opportunities. Prior to his tenure at Ajax, he served as
EVP and General Manager — Rockies at XRO Energy, LLC from November 2017 to January 2018. Mr. Rohling began his career with El Paso Corporation (EP Energy Corporation) and served in various operations, business development and management roles,
ultimately serving as Permian Basin Asset Manager from June 2013 to November 2017. Mr. Rohling has more than 14 years of oil and gas operations experience and earned a Bachelor of Science degree in Petroleum Engineering from Texas A&M
University and is an active member of the Society of Petroleum Engineers.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
As of March 31, 2020, approximately 16,203,967 shares of our common stock were outstanding. Unless otherwise noted, the mailing address of
each person or entity named below is 1000 Louisiana St., Suite 6600, Houston, Texas 77002.
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Name and Address of Beneficial Owner
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Amount and Nature
of Beneficial
Ownership
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Percent of
Class*(1)
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Luminus Management, LLC (2)
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6,855,314
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40.5%
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Oaktree Capital Group, LLC (3)
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3,988,088
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24.6%
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LSP Generation IV, LLC (4)
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2,690,843
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16.3%
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Richard H. Little
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*
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Ragan T. Altizer
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*
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Daniel P. Rohling
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*
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William P. Carapucci, Jr.
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*
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David Chang
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*
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Scott H. Germann
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*
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Gregory S. Hinds
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*
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Allen Li
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*
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William L. Transier
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*
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All directors and executive officers as a group (9 individuals)
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*
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(1)
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Unless otherwise indicated, each stockholder has sole voting and investment power with respect to all shares of common stock indicated as being beneficially owned by such stockholder. Shares of common stock
that are not outstanding, but which a designated stockholder has the right to acquire within 60 days, are included in the number of shares beneficially owned by such stockholder and are deemed to be outstanding for purposes of
determining the percentage of outstanding shares beneficially owned by such stockholder, but not for purposes of determining the percentage of outstanding shares beneficially owned by any other designated stockholder. In all instances
where ownership of unvested restricted stock is reported below, the individual has the sole power to vote such shares but no investment power.
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(2)
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According to, and based solely upon, Form 3 filed by Luminus Management, LLC and Luminus Energy Partners Master Fund, Ltd. (collectively, “Luminus”) with the SEC on October 21, 2019. The business address for
Luminus is 1700 Broadway, 26th Floor, New York, New York 10019.
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(3)
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According to, and based solely upon, Form 3 filed by OCM HLCN Holdings, L.P., Oaktree Fund GP, LLC, Oaktree Fund GP I, L.P., Oaktree Capital I, L.P., OCM Holdings I, LLC, Oaktree Holdings, LLC and (vii)
Oaktree Capital Group, (collectively, “Oaktree”) with the SEC October 22, 2019. The business address for Oaktree is 333 S. Grand Avenue, 28th Floor, Los Angeles, California 90071.
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(4)
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According to, and based solely upon, Schedule 13D filed by Gen IV Investment Opportunities, LLC, LSP Generation IV, LLC and LSP Investment Advisors, LLC (collectively, “Gen IV Investments”) with the SEC on
October 18, 2019. The business address for Gen IV Investments is 1700 Broadway, 35th Floor, New York, New York 10019.
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The following discussion of executive compensation contains descriptions of various employment-related agreements and employee benefit plans. These
descriptions are qualified in their entirety by reference to the full text of the referenced agreements and plans, which have been filed by us as exhibits to our reports on Forms 10-K and 8-K filed with the SEC.
The compensation arrangements and decisions described in this proxy statement relate to 2019 performance and compensation, neither of which were affected by the COVID-19 pandemic. The COVID-19 pandemic could
significantly impact 2020 financial results and compensation outcomes. The board continues to monitor the COVID-19 pandemic, evaluate its impact and assess potential adjustments to business operations and compensation programs in response.
Compensation Discussion and Analysis
Introduction
The Compensation Committee of our board is composed entirely of independent directors. From the effective date of our bankruptcy reorganization on October
8, 2019 to present, our Compensation Committee has consisted of Scott H. Germann (chairman), Gregory S. Hinds and William L. Transier. From March 2019 until the effective date of our reorganization, our Compensation Committee consisted of former
directors, Michael L. Clark (chairman), Janine J. McArdle and Ronald D. Scott. Our Nominating and Corporate Governance Committee conducts an annual review of the composition of each of the committees of our board, including the Compensation
Committee, and makes recommendations to our board to the extent it determines that any changes in the membership of such committees is advisable.
Our compensation philosophies and programs are designed, structured and administered under the oversight of the Compensation Committee.
Among the important responsibilities delegated to the Compensation Committee by our board is evaluating the performance of, and making recommendations on the compensation of the senior management of the Company, including the performance and
compensation of our executive officers. During 2019, our executive leadership changed significantly beginning in February, when our then Chief Executive Officer and Chief Financial Officer resigned and were replaced in those capacities by then
executive officers, David S. Elkouri, as interim principal executive officer and Quentin R. Hicks, as Chief Financial Officer. Mr. Elkouri, who left the Company in December 2019, was succeeded as principal executive officer in June 2019 by
Richard H. Little who was hired by the board of directors as Chief Executive Officer of the Company. Ragan T. Altizer joined the Company in July 2019 and succeeded Mr. Hicks as Chief Financial Officer when Mr. Hicks left the Company in August
2019. Also in July 2019, Daniel P. Rohling joined the Company and, in October 2019, was appointed Executive Vice President and Chief Operating Officer. As a consequence of these leadership changes, three individuals served as our principal
executive officer and three individuals served as our Chief Financial Officer for portions of 2019. In light of the changes to our executive leadership and our compensation programs and practices, during 2019, our discussion below focuses on our
current compensation programs and practices affecting our current executive officers, Messrs. Little, Altizer and Rohling, whom we refer to as our “named executive officers,” including compensation changes
affecting such individuals subsequent to our emergence from bankruptcy and implemented after year-end 2019. Compensation information for our named executive officers and the other individuals who served as chief executive officer or chief
financial officer for any portion of 2019 can be found in the “Summary Compensation Table” and related footnotes appearing elsewhere herein.
Messrs. Little, Altizer and Rohling each negotiated compensation arrangements in conjunction with joining the Company. At the time, such
arrangements took into account that the Company might enter bankruptcy reorganization in the near future, that our existing equity structure and equity plans would likely be substantially altered or eliminated, and that control of our Company and
the composition of our board would likely change. Accordingly, compensation for each of Messrs. Little, Altizer and Rohling consisted of a negotiated base salary, bonus and benefits but did not include any current equity in our Company; provided,
that Mr. Little was entitled to an additional cash award that we were permitted to convert into equivalent value equity awards following our reorganization, which was effected when we issued awards to Mr. Little in February 2020, as described in
greater detail below.
Upon our emergence from bankruptcy, all outstanding equity interests in our Company were cancelled and new equity was issued in accordance
with our Plan of Reorganization. The reorganization plan negotiated with our creditors provided that up to 10% of our newly issued shares of common stock could be set aside by our new board as a management incentive plan, with the participants
and the amount and kind of awards to be determined by our new board. In January 2020, our board approved and adopted the Battalion Oil Corporation 2020 Long-Term Incentive Plan, or “Plan”, in accordance our reorganization plan. And, in February
2020, our Compensation Committee recommended and our board approved grants of long-term equity awards under the Plan to our senior executive officers, including each of Messrs. Little, Altizer and Rohling. Information regarding the long-term
equity awards granted to the named executive officers subsequent to fiscal 2019 is set forth below under the heading “Compensation Adjustments Subsequent to Fiscal Year End,” appearing elsewhere herein.
In January 2020, we entered into employment agreements with each of Messrs. Little, Altizer and Rohling, which replaced their previously
negotiated employment arrangements. Information regarding the terms of these agreements is set forth below under the heading “Employment Contracts, Termination of Employment and Change-in-Control Arrangements”
appearing elsewhere herein.
Overview of Our Compensation Program
We operate in a highly competitive and challenging business environment and must recruit, motivate and retain the executive talent required to successfully
manage our business and to achieve our business objectives, the most important of which is to build value for shareholders. We use a competitive mix of fixed and at-risk compensation to achieve our goals and to align the interests of senior
management and key employees to those of our stockholders. Generally, we target total compensation for our senior management at the 50th percentile of our compensation peer group utilizing data and analyses provided by our independent
compensation consultant and taking into account our assessment of management’s performance, competitive market conditions and other factors that we deem relevant. We may vary from our targets where we believe doing so is necessary based upon our
assessment of the risks of losing talented management or desirable in order to provide rewards we consider appropriate to measure managements’ performance against our goals, and to incentivize management to implement our business objectives.
We believe that our compensation program must be flexible due to the dynamic nature of our Company and our industry. We have needed this
flexibility to appropriately manage our compensation throughout the life of our Company as we have experienced periods of both rapid growth in acreage, reserves and production, and intense competition for talented management as well as more
recent periods of downsizing and reorganization as a result of declining oil and natural gas prices, in conjunction with substantial divestitures of proved reserves and production and the acquisition of largely undeveloped acreage in the Delaware
Basin. Each of these situations necessitated significant changes to our compensation approach and programs. During times of rapid growth and competition, we have sometimes targeted compensation in the upper quartile of our compensation peer group
which we considered appropriate to recruit, motivate and retain the executive talent capable of executing a rapid growth business strategy and managing our business in a competitive environment, and because consolidation trends in our industry
increased the uncertainty of future employment with us as compared to some of our competitors. However, in recent years we have targeted compensation at the 50th percentile of our compensation peer group, based, in part, on our assessment of the
competitive environment for management talent. As a consequence of our recent emergence from bankruptcy with a concentrated stockholder base, little liquidity in our common stock and desire to gain scale so as to more effectively compete in the
current industry environment, we have significantly increased our use of performance-based long term equity awards relative to our peer group. In summary, our compensation programs are, and we believe they must remain, adaptable and focused on
enabling us to recruit, motivate and retain the executive talent required to successfully manage and grow our business and to achieve our short and long-term business objectives.
We believe that “at-risk” compensation helps to align the interests of management with our
stockholders and incentivizes management to achieve our short and long-term business objectives. At-risk compensation includes annual cash incentives, which are dependent upon our annual assessment of management performance, and long-term equity
incentives. Long-term equity incentives typically represent a majority of the value of the total compensation paid to our senior management. All long-term incentives are awarded under the Plan. While the Plan allows for many different types of
awards, we currently utilize restricted stock units, performance units and stock options. Restricted stock units represent the right to receive shares of common stock upon vesting of the unit. Restricted stock units may vest based on time of
service or the attainment of certain performance criteria. The restricted stock units we have issued with vesting based on time of service vest in equal annual installments over a four year period from the date of grant, subject to acceleration
under certain circumstances. Time vested restricted stock units are subject to the risk of fluctuations in the trading price of our common stock and the risk of forfeiture if the individual does not remain employed by us through the vesting of
the award.
Performance based restricted stock units and performance units (which are also settled in shares of common stock) vest upon the attainment
of performance criteria specified by our Compensation Committee or board. Performance units and performance based restricted stock units are designed to provide senior management with incentive opportunities based on the level of achievement of
pre-established performance objectives during a specified, typically long-term, performance period. The purpose of performance awards is to reinforce our objectives for sustained long-term performance and value creation, to balance short- and
long-term decision making and help provide competitive total compensation opportunities. We also use stock options that have value only to the extent that the price of our common stock exceeds the exercise price during the option period, thereby
directly aligning the interests of senior management with stock price appreciation. Stock options generally vest and become exercisable annually in four equal installments from the original grant date, subject to vesting on an accelerated basis
under certain circumstances. The option term is generally ten years from the date of grant, which is the maximum term of an option permitted under the Plan, subject to early termination in certain circumstances. At the end of the option term, the
right to purchase shares pursuant to any unexercised option expires.
We believe that the structure of our compensation program helps us achieve our goals and aligns the interests of senior management with those of our
stockholders by combining competitive compensation with the opportunity for greater rewards for short-term performance relative to our business objectives and long-term performance of our common stock.
Our Compensation Committee
The Compensation Committee of the board is comprised entirely of independent directors in accordance with the applicable rules of the NYSE.
The primary duties and responsibilities of the Compensation Committee are to implement our compensation policies and programs for senior management, including the named executive officers. The Compensation Committee has the authority under its
charter to select and engage the services of a compensation consultant, independent legal counsel or other advisor after considering certain factors relevant to independence from management. After conducting its independence assessment, the
Compensation Committee has the authority to engage, obtain the advice of, oversee, terminate and determine funding for such independence professional advisers, including but not limited to consulting firms, independent legal counsel or other
advisers, as the Compensation Committee determines appropriate to carry out its functions. A current copy of the Compensation Committee charter is available on our website at www.battalionoil.com under
the section entitled “Investors — Corporate Governance.” The Compensation Committee also reviews and assesses the adequacy of its charter, at least annually, and
recommends any proposed changes to our board for approval.
The Chairman of the Compensation Committee works with our Senior Vice President, Human Resources and Administration to establish an agenda
for each meeting of the Compensation Committee and, with the assistance of outside advisors, to prepare meeting materials. Various members of management, including our Chief Executive Officer and Senior Vice President, Human Resources and
Administration, as well as outside advisors, may be invited to attend all or a portion of a Compensation Committee meeting depending on the nature of the matters to be discussed. Only members of the Compensation Committee vote on items before the
Compensation Committee; however, the Compensation Committee and the board often solicit the views of senior management on compensation matters, in particular as they relate to the compensation of other members of senior management.
Objectives of Our Compensation Program
Our success depends on the continued contributions of our senior management and other key employees. Our compensation program is intended
to recruit, motivate and retain the executive talent required to successfully manage and grow our business and to achieve our short and long-term business strategy by providing compensation that is competitive in relation to our peers while
fostering an atmosphere of teamwork, recognizing overall business results and individual merit, and that supports the attainment of our strategic objectives by tying the interests of senior management and key employees to those of our
stockholders through the use of annual cash incentives and equity-based compensation.
Design of Our Compensation Program
Our compensation program for senior management, including the named executive officers, is designed to:
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provide compensation that is competitive with the 50th percentile of our compensation peer group;
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balance short-term and long-term goals through the use of annual cash incentives and grants of long-term equity incentives; and
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deliver a mix of fixed and at-risk compensation the value of which relates to our overall performance, achievement of our business objectives and the creation of stockholder value.
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Each element of compensation is considered together with the other elements of compensation to ensure that both that particular element of
compensation and our overall compensation program are consistent with our goals and objectives and that our compensation practices do not encourage management to engage in inappropriate, unnecessary or excessive risk taking. We considered the
following factors in determining senior management compensation, all of which were considered together, without any weighting:
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the compensation practices of our compensation peer group and analysis of market practices, as prepared for us by our independent compensation consultant;
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the compensation recommendations of our independent compensation consultant;
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our near and long-term strategic goals and objectives;
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input from the Company’s Chief Executive Officer and from the Company’s Senior Vice President, Human Resources and Administration; and
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the challenges to our ability to attract, retain and appropriately motivate strong senior management.
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The Role of Our Independent Compensation
Consultant
The Compensation Committee has historically retained Longnecker & Associates, Inc. (“Longnecker”) to advise on executive compensation
and, in that capacity to, among other things, make recommendations regarding an appropriate compensation peer group, to assist the Compensation Committee in establishing a competitive executive compensation program and to make recommendations and
provide analysis regarding the compensation of senior management, including the named executive officers. In accordance with the NYSE rules, the Compensation Committee annually considers the independence of Longnecker from Company management
based upon various factors, including the magnitude of any fees received from the Company relative to Longnecker’s annual gross revenues; whether the individuals that advise the Compensation Committee participate directly or by collaboration with
others within Longnecker in the provision of any services or products to the Company; whether Longnecker provided any products or services to any executive officer of the Company; and whether the individuals that advise the Compensation Committee
own any Company securities. In conducting its evaluation, the Compensation Committee obtains from, and relies upon, responses from Longnecker relating to the foregoing. After considering these various factors and Longnecker’s responses, the
Compensation Committee determined that Longnecker was independent of Company management during the relevant periods covered by this report. No conflicts of interest or issues involving the independence of Longnecker arose during the periods
covered by this report.
Longnecker is engaged by, and reports directly to, the Compensation Committee in carrying out its duties, and works with our Senior Vice
President, Human Resources and Administration when preparing materials for the Compensation Committee. During 2019, representatives of Longnecker attended Compensation Committee meetings, met with the Compensation Committee without management
being present and provided third-party data, analysis, advice and expertise on executive compensation matters and competitive executive compensation programs. We considered and relied upon this data, Longnecker’s analyses of the data and its
recommendations in establishing our compensation peer group and compensation programs, including the mix and amount of compensation utilized for our senior management, including the named executive officers. Longnecker also advised the
Compensation Committee regarding the form of the employment agreements for senior management.
In assisting the Compensation Committee, Longnecker generates reports that include a compilation of compensation data based upon our
compensation peer group (discussed below) and particularized data for industry participants to the extent Longnecker determines that such additional data would prove useful. At the direction of the Compensation Committee, Longnecker will also
review any materials relating to compensation that are prepared by senior management and advise the Compensation Committee as to the consistency of management proposals with the committee’s compensation philosophy, programs and objectives.
Our Compensation Committee annually reconsiders, with the advice and assistance of Longnecker, the composition of our compensation peer
group and will recommend changes to the peer group so that it reflects, in the estimation of Longnecker and our Compensation Committee, a mix of companies that share pertinent characteristics with our Company and that are potential competitors
with us for management talent. Changes to the composition of our compensation peer group may occur in response to, among other things, changes in our business, including assets, production levels, revenues, oil and natural gas reserves and
production mix, market capitalization and enterprise value, and as a consequence of business combinations involving members of our peer group. Longnecker advises us on the composition of our compensation peer group and provides reports and
analyses on their compensation and benefits practices.
Our Compensation Peer Group
In developing our compensation structure, we review the compensation and benefit practices, as well as levels of pay, of a compensation peer group of oil
and natural gas exploration and development companies selected by the Compensation Committee. Longnecker provides compensation data and analyses, which include, among other things, (1) the companies reviewed in their analysis of an appropriate
compensation peer group recommendation; (2) compensation data of the recommended compensation peer group; and (3) particularized data for industry participants to the extent Longnecker determined that such additional data would prove useful in
our compensation process.
We periodically review, evaluate and update our compensation peer group to provide ongoing comparability for compensation purposes.
Adjustments to our compensation peer group are made due to business combinations or sales of peer group companies, as well as when necessary, in the opinion of our Compensation Committee, to better reflect the companies that compete with us for
management talent and share common characteristics with our business, such as assets, production levels, revenues, oil and natural gas reserves and production mix, market capitalization and enterprise value. During 2019, prior to our
reorganization, our compensation peer group consisted of the following companies:
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• Approach Resources, Inc.
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• PDC Energy, Inc.
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• Callon Petroleum Company
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• QEP Resources, Inc.
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• Carrizo Oil & Gas, Inc.
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• Resolute Energy Corporation
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• Earthstone Energy, Inc.
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• Rosehill Resources Inc.
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• EP Energy Corporation
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• Sandridge Energy, Inc.
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• Highpoint Resources Corporation
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• Jagged Peak Energy Inc.
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• Laredo Petroleum, Inc.
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Following our reorganization, we asked Longnecker to revisit our compensation peer group and provide advice regarding any recommended
changes. As a result, Longnecker recommended changes to our peer group to reflect our current assets, revenues, oil and natural gas reserves and production mix, market capitalization and enterprise value, as well as to eliminate companies that
had been acquired, merged into another company or had announced an intention to do so. Based upon the recommendations of Longnecker, our Compensation Committee and board approved the following companies to serve as our compensation peer group:
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• Amplify Energy Corp.
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• Penn Virginia Corporation
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• Bonanza Creek Energy, Inc.
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• PrimeEnergy Resources Corporation
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• Callon Petroleum Company
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• Riviera Resources, Inc.
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• Chapparal Energy, Inc.
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• Rosehill Resources Inc.
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• Earthstone Energy, Inc.
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• Sandridge Energy, Inc.
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• Goodrich Petroleum Corporation
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• SilverBow Resources, Inc.
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• Highpoint Resources Corporation
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• Lonestar Resources US Inc.
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The principal elements of our executive compensation program are base salary, annual cash incentives, long-term equity incentives and
post-termination severance (under certain circumstances), and other benefits and perquisites, consisting of life and health insurance benefits, a qualified 401(k) savings plan and limited tax gross ups for life insurance. From time to time, we
may vary the mix of compensation utilized, depending upon our current view of the most effective method to provide incentives under current market conditions, taking into account the compensation practices of our compensation peer group and the
advice of our independent compensation consultant.
As noted earlier, we generally target total compensation for our senior management at approximately the 50th percentile of our compensation peer group;
however, our approach is flexible and is based upon our assessment of many factors and we may vary our targets as we consider necessary for us to recruit, motivate and retain the executive talent capable of executing our business strategy and
managing our business in a competitive environment. We compete for executive talent with a much broader industry group than our compensation peer group, including larger, more established industry participants, and consolidation trends in our
industry may increase the uncertainty of future employment with us as compared to some of our competitors, which may also influence our compensation practices. In making these determinations we take into account, among other factors, corporate
performance, projected growth in the Company, an executive’s experience and value to the Company, individual performance and the current competitive environment for talented management. We may also vary the balance of each element of compensation
relative to our compensation peer group depending on our assessment of these factors and our view of the most effective means of achieving our business objectives under the circumstances. In 2019, prior to our reorganization, we used time vested
restricted stock awards only due to the low trading price of our common stock and need to conserve shares under our equity plans, and the only named executive officers receiving awards were Messrs. Elkouri and Hicks in recognition of their
individual contributions during the year and their importance to our Company as we transitioned additional leadership responsibilities to them in the wake of the departures of Floyd C. Wilson, Stephen W. Herod and Mark J. Mize. We also awarded
bonuses to Messrs. Elkouri and Hicks equal to approximately 100% and 71% of their base salaries, respectively, based on the recommendation of our compensation consultant for the same reasons.
Following our reorganization and adoption of the Plan, we implemented long term equity awards having both time vesting and performance
criteria as well as stock options with exercise prices that vary based on a multiple of the fair value of our Company based on our Plan of Reorganization rather than fair market value of our common stock at the date of grant, which is more
typical of both our historical practices and those of our compensation peer group. We used multiples of the fair value of our Company based on our Plan of Reorganization so as to incentivize management to achieve long-term share appreciation in
excess of our reorganization value.
Base Salary
We review base salaries for our executive officers annually to determine if a change is appropriate. In reviewing base salaries, we
consider several factors, including a comparison to base salaries paid for comparable positions in our compensation peer group, the relationship among base salaries paid within our Company and individual experience and contributions. Our intent
is to fix base salaries at levels that we believe are consistent with our compensation program design objectives, which include a greater emphasis upon the incentive elements of compensation without sacrificing our ability to recruit, motivate
and retain executive talent in a competitive environment.
For 2019, the base salaries of the named executives were negotiated as they joined the Company. The base salary for Mr. Little was $650,000
per annum and for Messrs. Altizer and Rohling it was $350,000 per annum. Base salaries for the named executives were revisited following our emergence from bankruptcy together with our overall compensation program and practices. Based upon that
evaluation, and the recommendation of our independent compensation consultant, base salaries for Mr. Altizer and Rohling remained the same, as they approximated the 50th percentile of our compensation peer group, and Mr. Little’s base salary was
reduced to $500,000 per annum to align with the same percentile.
Annual Cash Incentives
Our current named executives joined us midway through 2019 and negotiated fixed annual cash incentive payments for the year equal to 100%
of base salary pro-rated for the portion of the year they were employed by us. The amount of the annual cash incentives paid to such executives appears under the column heading “Bonus” in the “Summary Compensation Table” below. More typically, we determine annual cash incentives following the end of the year on the basis of management performance during the year. Generally, at the beginning of the
year, the Compensation Committee establishes certain operating and financial performance metrics, assigns them relative weightings and establishes annual targets for payout for each of them. Targeted payouts may range from 0% of base salary for
not meeting the minimum annual targets, 100% for achieving more aggressive annual targets and 200% for achieving the most aggressive, or “stretch,” annual targets. Targets at the 100% payout level are
intended to be achievable but challenging to reach. Individual performance may also factor into establishing annual cash incentives as our Compensation Committee recognizes that each member of senior management will contribute to the overall
success in the achievement of our goals to varying degrees, and it may take these relative contributions into account when considering compensation generally, and annual cash incentives in particular.
Our Compensation Committee often retains some level of discretion with respect to annual cash incentive awards regardless of the degree to which
pre-established operating and financial performance metrics are met, depending on their view of the business environment and the limitations in quantitative measures of performance under the circumstances. For 2020, the Compensation Committee has
established operating and financial performance metrics covering the following areas:
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health and safety, including total reportable incident rate targets;
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capital efficiency, as evidenced by production and capital expenditure targets;
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controlling costs, including lease operating expense per Boe, cash G&A and average well cost targets;
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financial targets for EBITDA, leverage ratio and oil deducts; and
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corporate targets, including increases in market capitalization and asset monetization.
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The specific targets adopted are intended to be challenging but achievable. The total weighting of the performance metrics is 85%, with 15%
discretion. Incentive opportunities for the named executives are 100% of base salary for achieving minimum targets up to a maximum of 200% achieving stretch targets. In the future, we may elect to enlarge or further limit the discretion of our
Compensation Committee or board of directors in determining annual cash incentives. However, as a general matter we do not believe that strictly formulaic or inflexible compensation programs will necessarily provide appropriate incentives or
rewards for the performance that we expect and, therefore, we intend to retain discretion in assessing the performance of the Company or an individual, may alter performance metrics and targets as circumstances warrant and, in doing so, take such
factors into consideration as we may deem appropriate from time to time. Accordingly, compensation, including annual cash compensation, may vary greatly from year to year and from executive to executive as a consequence of corporate performance
and individual contribution relative to such factors that we may consider important, which may carry varying weight over time depending on the circumstances.
Long-term incentives comprise a significant portion of an executive’s compensation package. Long-term incentives are consistent with our
objective of providing an “at-risk” component of compensation. We may use awards of restricted stock, restricted stock units, performance units and stock options because of their differing risk and reward
characteristics and our view of the most efficacious method to provide incentives under current market conditions and taking into account the practices of our compensation peer group. Each of these awards is discussed in more detail below. From
time to time, we may utilize a different mix of these awards or utilize other forms of awards, such as stock appreciation rights, which are also permitted under the Plan. Regardless of the nature of the award, our Compensation Committee
recommends, and the board approves, the type and amount of awards that will be made to all employees, as well as the type and size of individual grants for each member of senior management.
Grants of equity awards are made in accordance with our Equity-Based Incentive Grant Policy, which sets forth the timing of awards and the
procedures for making awards and, in the case of stock options and stock appreciation rights, for determining the exercise price or grant value, respectively, of the award. The amounts granted will vary each year and are based on our analysis of
compensation peer group data and the total compensation package of each member of senior management.
The long-term incentive information related to fiscal year 2019 is included in the “Summary Compensation
Table” set forth below. Information regarding long-term equity incentives granted to the named executive officers subsequent to fiscal 2019 is set forth below under the heading “Compensation Adjustments
Subsequent to Fiscal Year End.”
2020 Long-Term Incentive Plan
We grant equity awards under the Plan which was adopted on January 29, 2020 and provides for a total of 1,505,284 shares of common stock. The Plan
facilitates the issuance of future long-term incentive awards as part of our overall compensation program and is administered by our Compensation Committee.
As of March 31, 2020, a total of 552,568 shares of common stock were reserved under restricted stock units that had been awarded, 318,766
shares were reserved under performance units that had been awarded (0 shares for minimum performance and 318,766 shares for maximum performance), 478,152 shares were reserved for the exercise of outstanding stock options and 155,798 shares of our
common stock remained available for issuance pursuant to the Plan. The Plan permits granting awards in a wide variety of forms, including options to purchase our common stock, shares of restricted stock, restricted stock units (granting the
recipient the right to receive common stock), shares of incentive stock (common stock issued without a restriction period), stock appreciation rights, performance units (settled in common stock or cash) and performance bonuses (settled in common
stock or cash). We currently utilize as awards under the Plan restricted stock units (both time vested and performance based), performance units and stock options, each of which is discussed in more detail below. Future vesting requirements
impose limitations on the recipient, such that they do not become unconditionally entitled to retain any award until the applicable vesting date, subject to certain exceptions related to termination of employment under certain circumstances. Any
unvested restricted stock awards generally are forfeited if employment terminates prior to the applicable vesting date. In certain instances, however, we may grant awards that vest on an accelerated basis, such as in the event the executive’s
employment is terminated within a certain period following a transaction that effects a change in the control of our Company, or in the event of the executive’s death or disability while employed by us. Under these circumstances all awards held
by the executive may automatically vest in accordance with the terms outlined in the award agreement or the executive’s employment agreement, if applicable.
The Plan will expire in ten years from its effective date. No grants will be made under the Plan after that date, but all grants made on or
prior to such date will continue in effect thereafter subject to the terms of the award and of the Plan. Our board may, in its discretion, terminate the Plan at any time. The termination of the Plan would not affect the rights of participants or
their successors under any awards outstanding and not exercised in full on the date of termination. The board may at any time, amend the Plan in whole or in part. Any amendment that must be approved by our stockholders to comply with the terms of
the Plan, applicable law or the rules of the principal securities exchange, association or quotation system on which our common stock is then traded or quoted will not be effective unless and until such approval has been obtained. The board is
not permitted, without the further approval of the stockholders, to make any alteration or amendment that would materially increase the benefits accruing to participants under the Plan, increase the aggregate number of shares that may be issued
pursuant to the provisions of the Plan, change the class of individuals eligible to receive awards under the Plan or extend the term of the Plan.
Restricted Stock
Restricted stock awards are shares of our common stock that are awarded with the restriction that the executive remain with us through
certain “vesting” dates. Prior to the restrictions thereon lapsing, the participant may not sell, transfer, pledge, assign or take any similar action with respect to the shares of restricted stock which
the participant owns. Despite the restrictions, each participant will have full voting rights and may receive any dividends or other distributions, if any, with respect to the shares of restricted stock which the participant owns. Once the
restrictions lapse with respect to shares of restricted stock, the participant owning such shares will hold freely-transferable shares, subject only to any restrictions on transfer contained in our certificate of incorporation, bylaws and insider
trading policies, as well as any applicable federal or state securities laws.
Restricted stock awards to senior management are generally considered annually, at the same time as grants are considered for eligible
employees, in the first quarter of each year. Restricted stock awards provide the opportunity for capital accumulation and more predictable long-term incentive value. The purpose of granting restricted stock awards is to encourage ownership and
retention of our senior management and business decisions that may drive stock price appreciation. Recognizing that our business is subject to significant fluctuations in commodity prices that may cause the market value of our common stock to
fluctuate, we also intend the awards to provide an incentive for senior management to remain with us throughout commodity price and business cycles.
Restricted stock awards may vest over any period selected by us but generally vest over a three or a four year period in equal annual
installments from the original award date. Future vesting requirements impose limitations on the recipient, such that they do not become unconditionally entitled to retain any of the shares of restricted stock subject to vesting until the
applicable vesting date, subject to certain exceptions related to termination of employment noted above.
Restricted stock units represent the right to receive a share of common stock upon vesting of the unit. Restricted stock units may vest based on continued
employment with our Company for a specified period of time or the attainment of specified performance criteria. Participant’s holding restricted stock units have no rights as a stockholder with respect to any shares of common stock covered by the
restricted stock unit, including no dividend rights, and no voting rights, until such shares of common stock are actually issued to the participant. Prior to restricted stock units vesting, they are generally non-transferable. Once restricted
stock units are vested and shares of common stock are actually issued to the participant, the participant will hold freely-transferable shares, subject only to any restrictions on transfer contained in our certificate of incorporation, bylaws and
insider trading policies, as well as any applicable federal or state securities laws.
Restricted stock unit awards to senior management are generally considered annually, at the same time as grants are considered for eligible
employees, in the first quarter of the year. The purpose of granting restricted stock unit awards is similar to that of restricted stock awards but ownership of the underlying common stock is deferred until vesting conditions are satisfied.
We have utilized both time-based vested restricted stock units and performance-based restricted stock units to members of senior
management, including our named executive officers. Restricted stock unit awards that vest based on time of service are very similar to restricted stock awards: they may vest over any period selected by us but generally vest over a four year
period in equal annual installments from the original award date, and unvested units are generally forfeited upon termination of employment with us, subject to accelerated vesting under certain circumstances related to termination of employment
noted above. Under these circumstances, restricted stock units held by the executive may automatically vest (subject to the attainment of the performance criteria for performance-based restricted stock units) as outlined in his or her award
agreement or employment agreement, if applicable. The time-based restricted stock units issued to our named executive officers will also vest on an accelerated basis if the performance-based restricted stock units we have issued to executive
officers vest. The performance-based restricted stock units we have issued to senior management, including our named executive officers, will vest if we engage in certain types of business combinations, including transactions that constitute a
change of control of our Company or that substantially increase our market capitalization, in each instance so long as the executive remains continuously employed by us until such event, subject to certain exceptions related to termination of
employment noted above. Information regarding restricted stock unit awards granted to the named executive officers is set forth below under the heading “Compensation Adjustments Subsequent to Fiscal Year End.”
Performance units are designed to provide senior management, including the named executive officers, with incentive opportunities based on
the level of achievement of pre-established performance objectives during a specified, typically long-term, performance period. The purpose of the awards is to reinforce our objectives for sustained long-term performance and value creation, to
balance short- and long-term decision making and help provide competitive total compensation opportunities. Performance units may be structured utilizing a wide array of one or more performance measures. For instance, the Plan permits performance
units to utilize one or more of the following:
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• Reserve
additions/replacements
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• Debt to EBITDA
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• Finding and development
costs
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• EBITDA to interest
expense
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• Production volume
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• Return on assets
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• Production costs
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• Return on equity
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• Production growth
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• Return on invested
capital
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• Earnings (net income,
EBITDA, earnings per share)
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• Profit returns/margins
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• Cash flow
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• Midstream margins
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• Operating income
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• Stock price appreciation
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• General and
administrative expenses
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• Total stockholder return
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• Debt to equity ratio
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• Relative stock price
performance
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• Debt to cash flow
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The Plan allows performance units to be settled in cash, stock, or a combination of cash and stock; however, we expect performance units
will generally be settled in shares of our common stock. Unvested performance units are generally forfeited upon termination of employment with us, subject to accelerated vesting under certain circumstances related to termination of employment
noted above. Under these circumstances performance units held by the executive may automatically vest, subject to the attainment of the performance criteria, as outlined in his or her award agreement or employment agreement, if applicable. Grants
of performance units to senior management are generally considered annually, at the same time as grants are considered for eligible employees, in the first quarter of the year.
We currently utilize performance units tied to long-term appreciation in the market price of our common stock so as to maximize the
incentives for senior management to focus on this measure of performance. The performance units provide that the number of shares the executive receives upon vesting will vary if the market price of our common stock exceeds the total shareholder
returns (or TSR) of a group of Permian basin focused peer companies over the performance period, which is the earlier of four years or one or a series of related transactions resulting in the holders of 100% of the combined voting power of the
Company prior to such transactions collectively owning less than 35% of the combined voting power of the Company after such transactions. For the performance awards to be earned in full, the TSR must exceed the peer group by 25% or more, while
lower relative performance results in a pro-rata payout using linear interpolation. Information regarding the performance units granted to the named executive officers is set forth below under the heading “Compensation
Adjustments Subsequent to Fiscal Year End.”
Stock Options
An important objective of our long-term incentive program is to strengthen the relationship between the long-term value of our stock price
and the potential financial gain for employees. Stock options provide participants with the opportunity to purchase our common stock at a price fixed on the grant date regardless of future market price. A stock option becomes valuable only if our
common stock price increases above the option exercise price and the holder of the option remains employed during the period required for the option to vest, thus providing an incentive for an option holder to remain employed by us. Stock options
link the option holder’s compensation to stockholders’ interests by providing an incentive to increase the market price of our stock.
Option grants to senior management are generally considered annually, at the same time as grants are considered for eligible employees, in
the first quarter of the year. We may grant stock options with an exercise price equal to or greater than the current trading price of our common stock on the date of grant of the stock option. Under the Plan, the exercise price of a stock option
may not be less than the fair market value (the closing market price) of a share of our common stock on the date of grant. Generally, we make grants only during an open trading window and within such window only at such time as there is no
material non-public information regarding the Company.
Stock options generally vest and become exercisable over a three or a four year period in equal annual installments from the original award
date. Unvested stock options are generally forfeited upon termination of employment with us, subject to accelerated vesting under certain circumstances related to termination of employment noted above. Under these circumstances all stock options
held by the executive may automatically vest and become exercisable in accordance with the terms outlined in his or her stock option award agreement or employment agreement, if applicable. Under these circumstances all stock options held by the
executive may automatically vest in accordance with the terms outlined in the award agreement or the executive’s employment agreement, if applicable.
There is a limited term in which an executive can exercise stock options, known as the “option term.” The option term is generally ten
years from the date of grant, which is the maximum term of an option permitted under the Plan. At the end of the option term, the right to purchase shares pursuant to any unexercised option expires.
The stock options we have issued to senior management, including the named executive officers, have exercise prices of $18.91 per share, $28.23 per share
and $37.83 per share, representing multiples of one, one and one-half and two times our estimated reorganization value to incentivize and reward management for growth in excess of reorganization value. Information regarding stock options granted
to the named executive officers subsequent to fiscal 2019 is set forth below under the heading “Compensation Adjustments Subsequent to Fiscal Year End.”
Retirement Benefits
We do not maintain a defined benefit pension plan or retiree medical program that covers members of senior management. Retirement benefits
to our senior management, including the named executive officers, are currently provided principally through a tax-qualified profit sharing and 401(k) plan (our “Savings Plan”), in which eligible salaried employees may participate. Pursuant to
the Savings Plan, employees may elect to reduce their current annual compensation up to the lesser of 75% or the statutorily prescribed limit of $19,500 in calendar year 2019, plus up to an additional $6,000 in the form of “catch-up” contributions for participants age 50 and above, and have the amount of any reduction contributed to the Savings Plan. Our Savings Plan is intended to qualify under sections 401(a) and 401(k) of the
Internal Revenue Code of 1986, as amended (the “Code”), so that contributions by us or our employees to the Savings Plan and income earned on contributions are not taxable to employees until withdrawn from the Savings Plan and so that
contributions will be deductible by us when made. We match 100% of the amount an employee contributes to the Savings Plan, subject to a 10% maximum based on the employee’s compensation as defined in the Savings Plan. Members of senior management
participate in the Savings Plan on the same basis as other eligible employees.
The Savings Plan provides for various investment options, for which the participant has sole discretion in determining how both the
employer and employee contributions are invested. The independent trustee of the Savings Plan then invests the assets of the Savings Plan as directed by participants. The Savings Plan does not provide our employees the option to invest directly
in our securities. The Savings Plan offers in-service withdrawals in the form of after-tax account distributions and age 59.5 distributions. We believe that the Savings Plan supports the objectives of our compensation structure, including the
ability to recruit and retain senior and experienced mid- to late-career executive talent for critical positions within our organization.
Outstanding Equity Awards under the Plan
The following table summarizes the number of securities underlying outstanding plan awards for each named executive officer as of March 31, 2020. No
securities underlying plan awards were outstanding at December 31, 2019.
|
|
|
|
|
|
|
|
|
|
|
Number of
Securities
Underlying
Unexercised
Options
Exercisable
|
|
|
Number of
Securities
Underlying
Unexercised
Options
Unexercisable
|
|
|
|
|
|
|
|
|
Number of
Shares or
Units of
Stock That
Have Not
Vested
|
|
|
Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
|
|
|
Equity
Incentive
Plan Awards:
Number of
Unearned
Shares, Units
Or Other
Rights That
Have Not
Vested
|
|
|
Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
|
|
|
Richard H. Little
|
|
|
—
|
|
|
|
70,837
|
|
|
$
|
18.91
|
|
|
2/20/2030
|
|
|
|
141,674
|
|
|
$TBD
|
|
|
|
141,674
|
|
|
$
|
—
|
|
|
|
|
|
—
|
|
|
|
70,837
|
|
|
$
|
28.23
|
|
|
2/20/2030
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
70,837
|
|
|
$
|
37.83
|
|
|
2/20/2030
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Daniel P. Rohling
|
|
|
—
|
|
|
|
26,564
|
|
|
$
|
18.91
|
|
|
2/20/2030
|
|
|
|
53,128
|
|
|
$TBD
|
|
|
|
53,128
|
|
|
$
|
—
|
|
|
|
|
|
—
|
|
|
|
26,564
|
|
|
$
|
28.23
|
|
|
2/20/2030
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
26,564
|
|
|
$
|
37.83
|
|
|
2/20/2030
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ragan T. Altizer
|
|
|
—
|
|
|
|
26,564
|
|
|
$
|
18.91
|
|
|
2/20/2030
|
|
|
|
53,128
|
|
|
$TBD
|
|
|
|
53,128
|
|
|
$
|
—
|
|
|
|
|
|
—
|
|
|
|
26,564
|
|
|
$
|
28.23
|
|
|
2/20/2030
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
26,564
|
|
|
$
|
37.83
|
|
|
2/20/2030
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Floyd C. Wilson
|
|
|
—
|
|
|
|
—
|
|
|
$
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
$
|
—
|
|
|
|
—
|
|
|
$
|
—
|
|
|
David S. Elkouri
|
|
|
—
|
|
|
|
—
|
|
|
$
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
$
|
—
|
|
|
|
—
|
|
|
$
|
—
|
|
|
Mark J. Mize
|
|
|
—
|
|
|
|
—
|
|
|
$
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
$
|
—
|
|
|
|
—
|
|
|
$
|
—
|
|
|
Quentin R. Hicks
|
|
|
—
|
|
|
|
—
|
|
|
$
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
$
|
—
|
|
|
|
—
|
|
|
$
|
—
|
|
Employment Contracts, Termination of Employment and Change-in-Control
Arrangements
On January 28, 2020, the Company entered into employment agreements with each of the following executive officers of the Company: (i)
Richard H. Little, Chief Executive Officer; (ii) Ragan T. Altizer, Executive Vice President, Chief Financial Officer and Treasurer; and (iii) Daniel P. Rohling, Executive Vice President, Chief Operating Officer. Each Executive’s Employment
Agreement has an initial term expiring on December 31, 2020 and the term will automatically renew annually for successive one (1) year periods unless either party provides written notice of non-renewal at least thirty (30) days prior to the
expiration of the initial term or any renewal term. Mr. Little’s Employment Agreement supersedes the Offer Letter Mr. Little had in place with the Company prior to the Effective Date.
The Employment Agreements, which were approved by the Compensation Committee and the board of directors, as a part of its ongoing
comprehensive review of executive compensation matters, provide for the following annual base salary amounts for each Executive, effective as of January 1, 2020: Mr. Little - $500,000; Mr. Altizer - $350,000; Mr. Rohling - $350,000. The
Employment Agreements also provide each Executive with an annual target bonus of 100% of such Executive’s base salary and eligibility for long-term incentive awards as determined by the Compensation Committee and approved by the board pursuant to
the Company’s 2020 Long-Term Incentive Plan.
Additionally, pursuant to the Employment Agreements, if the Company terminates an Executive’s employment without “Cause” or the Executive terminates his employment with the Company for “Good Reason” prior to the end of the then-applicable employment term, the Company will pay the following lump-sum
amount to such Executive: Mr. Little - $1,000,000; Mr. Altizer - $500,000; Mr. Rohling - $500,000.
Each Executive’s right to receive termination payments is conditioned upon executing a general release of claims in the Company’s favor.
The Executive must also agree to refrain from disclosing the Company’s confidential information during or at any time following his employment with the Company and from soliciting the Company’s employees or consultants for one (1) year following
termination of his employment. Mr. Little must also agree to refrain from engaging in certain competitive activities for one (1) year following termination of employment. Messrs. Atlizer and Rohling must also agree to refrain from such competing
activities for six (6) months following termination of employment.
We believe that it is in our best interest to pay compensation consistent with our compensation philosophies and objectives, even if it results in the
non-deductibility of some compensation under the Code. Accordingly, deductibility under Section 162(m) of the Code has not influenced our compensation decisions. Further, recent tax law changes to Section 162(m) of the Code have expanded the
limitations on the deductibility of compensation in excess of $1 million paid to certain executives to include our chief financial officer, as well as our chief executive officer and our three next most highly compensated executive officers, as
well as eliminating the exception previously available for certain performance-based compensation.
Summary Compensation Table
The table below sets forth information regarding compensation for our named executive officers for the years indicated (commencing with the first year in which such officer
became one of our named executive officers):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name and
Principal Position
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All Other
Compensation(4)
|
|
|
|
|
Richard H. Little
Chief Executive Officer
|
|
2019
|
|
$
|
348,959
|
|
|
$
|
364,581
|
|
|
|
—
|
|
|
|
—
|
|
|
$
|
19,858
|
|
|
$
|
733,398
|
|
Daniel P. Rohling
Executive Vice President and Chief Operating Officer
|
|
2019
|
|
$
|
154,341
|
|
|
$
|
145,835
|
|
|
|
—
|
|
|
|
—
|
|
|
$
|
19,380
|
|
|
$
|
319,556
|
|
Ragan T. Altizer
Executive Vice President, Chief Financial Officer & Treasurer
|
|
2019
|
|
$
|
154,341
|
|
|
$
|
145,835
|
|
|
|
—
|
|
|
|
—
|
|
|
$
|
25,506
|
|
|
$
|
325,682
|
|
|
|
|
|
Floyd C. Wilson
|
|
2019
|
|
$
|
170,004
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
$
|
5,024,796
|
|
|
$
|
5,194,800
|
|
|
Chairman of the Board, Chief Executive Officer and President
|
|
2018
|
|
$
|
800,000
|
|
|
|
—
|
|
|
$
|
1,413,235
|
|
|
$
|
706,243
|
|
|
$
|
27,338
|
|
|
$
|
2,946,816
|
|
|
David S. Elkouri
|
|
2019
|
|
$
|
318,750
|
|
|
$
|
825,000
|
|
|
$
|
259,496
|
|
|
|
—
|
|
|
$
|
425,648
|
|
|
$
|
1,828,894
|
|
|
Executive Vice President and Chief Legal Officer
|
|
2018
|
|
$
|
400,000
|
|
|
$
|
100,000
|
|
|
$
|
588,843
|
|
|
$
|
294,195
|
|
|
$
|
131,848
|
|
|
$
|
1,514,886
|
|
|
Mark J. Mize
|
|
2019
|
|
$
|
88,333
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
$
|
2,134,935
|
|
|
$
|
2,223,268
|
|
|
Executive Vice President, Chief Financial Officer & Treasurer
|
|
2018
|
|
$
|
400,000
|
|
|
|
—
|
|
|
$
|
588,843
|
|
|
$
|
294,195
|
|
|
$
|
46,595
|
|
|
$
|
1,329,633
|
|
Quentin R. Hicks
Executive Vice President, Chief Financial Officer & Treasurer
|
|
2019
|
|
$
|
203,125
|
|
|
|
—
|
|
|
$
|
242,339
|
|
|
|
—
|
|
|
$
|
13,792
|
|
|
$
|
689,256
|
|
|
(1)
|
Represents actual base salary paid in the year.
|
|
(2)
|
Comprised of a retention bonus and an annual cash incentive.
|
|
(3)
|
Represents the grant date fair value of awards granted during the indicated year, as determined in accordance with ASC Topic 718. Pursuant to SEC rules, the amounts shown exclude the impact of estimated
forfeitures related to service based vesting conditions. Please see the discussion of the assumptions made in the valuation of these awards in “Note 13—Stockholders’ Equity” to the audited
consolidated financial statements included in our annual report on Form 10-K for the year ended December 31, 2019. Generally, the full grant date fair value is the amount that we would expense in our financial statements over the
award’s vesting schedule. These amounts reflect our accounting expense, and do not correspond to the actual value that will be recognized by the named executive officers.
|
|
(4)
|
For 2019, the amounts reported for “All Other Compensation” include amounts provided to the named executive officers as outlined in the table below, with respect to (a) the matching contribution that we make
on account of employee contributions under our 401(k) Savings Plan; (b) premiums paid by the Company for executive long term disability insurance; (c) tax gross ups for life insurance, parking payments, relocation stipends; (d)
country club membership paid by the Company for Mr. Mize ; (e) severance payments made to Messrs. Wilson, Mize and Elkouri; and (f) COBRA payments made on behalf of Messrs. Wilson and Mize as part of their severance.
|
|
|
|
All Other Compensation
($)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Richard H. Little
|
|
|
19,000
|
|
|
|
324
|
|
|
|
534
|
|
|
|
—
|
|
|
|
|
|
|
|
|
Daniel P. Rohling
|
|
|
19,000
|
|
|
|
270
|
|
|
|
110
|
|
|
|
—
|
|
|
|
|
|
|
|
|
Ragan T. Altizer
|
|
|
25,000
|
|
|
|
270
|
|
|
|
236
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Floyd C. Wilson
|
|
|
25,000
|
|
|
|
108
|
|
|
|
267
|
|
|
|
—
|
|
|
|
4,968,767
|
|
|
|
30,654
|
|
|
David S. Elkouri
|
|
|
25,000
|
|
|
|
648
|
|
|
|
—
|
|
|
|
—
|
|
|
|
400,000
|
|
|
|
—
|
|
|
Mark J. Mize
|
|
|
19,000
|
|
|
|
162
|
|
|
|
254
|
|
|
|
1,356
|
|
|
|
2,086,575
|
|
|
|
27,588
|
|
|
Quentin R. Hicks
|
|
|
13,360
|
|
|
|
432
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Compensation Adjustments Subsequent to Fiscal Year End
Subsequent to December 31, 2019, the Board of Directors approved the following compensation adjustments.
|
|
|
|
|
|
Restricted
Stock Unit
Grant
|
|
|
Performance
Share Unit
Grant
|
|
|
|
|
|
Richard H. Little
|
|
$
|
(125,000
|
)
|
|
|
141,674
|
|
|
|
141,674
|
|
|
|
212,511
|
|
|
Daniel P. Rohling
|
|
$
|
—
|
|
|
|
53,128
|
|
|
|
53,128
|
|
|
|
79,692
|
|
|
Ragan T. Altizer
|
|
$
|
—
|
|
|
|
53,128
|
|
|
|
53,128
|
|
|
|
79,692
|
|
Equity Compensation Plan Information
The following table sets forth certain information as of March 31, 2020 with respect to compensation plans (including individual compensation arrangements)
under which our equity securities are authorized for issuance.
|
|
|
Number of
Securities to be
Issued Upon
Exercise of
Outstanding
Options and
Rights(A)(1)(1)
|
|
|
Weighted‑Average
Exercise Price
of Outstanding
Options and
Rights
|
|
|
Number of Securities
Remaining Available
for Future Issuance
Under Equity
Compensation
Plans (Excluding
Securities Reflected
in Column(A))
|
|
|
Equity compensation plans approved by stockholders
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Equity compensation plans not approved by stockholders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
1,349,486
|
|
|
$
|
28.32
|
|
|
|
155,798
|
|
|
(1)
|
Consists of 393,184 time-vesting RSUs, 159,384 performance-vesting RSUs, 318,766 PSUs and 478,152 stock options.
|
2019 Director Compensation
The table below sets forth certain information concerning the compensation earned in 2019 by our non-employee directors for service on our
board of directors and committees of the board of directors during 2019.The Battalion Board term in 2019 was from October – December. The Halcón Board term in 2019 was from January – October.
|
|
|
|
Name
|
|
Fees Earned or
Paid in Cash
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
William L. Transier
|
|
$
|
56,250
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
56,250
|
|
|
William P. Carappuci, Jr.
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
David Chang
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Scott H. Germann
|
|
$
|
37,500
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
37,500
|
|
|
Gregory S. Hinds
|
|
$
|
37,500
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
37,500
|
|
|
Allen Li
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
Carin M. Barth(4)
|
|
$
|
124,983
|
|
|
$
|
14,795
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
124,983
|
|
|
William J. Campbell(4)
|
|
$
|
155,959
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
155,959
|
|
|
James W. Christmas(4)
|
|
$
|
419,584
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
419,584
|
|
|
Michael L. Clark(4)
|
|
$
|
170,418
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
170,418
|
|
|
Thomas R. Fuller(5)
|
|
$
|
14,389
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
14,389
|
|
|
Janine J. McArdle(4)
|
|
$
|
177,862
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
177,862
|
|
|
Darryl Schall(4)
|
|
$
|
161,918
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
161,918
|
|
|
Ronald D. Scott(4)
|
|
$
|
158,043
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
158,043
|
|
|
Nathan W. Walton(4)
|
|
$
|
133,334
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
133,334
|
|
|
(1)
|
Represents the grant date fair value of awards granted during the indicated year, as determined in accordance with ASC Topic 718. Please see the discussion of the assumptions made in the valuation of these
awards in “Note 13—Stockholders’ Equity” to the audited consolidated financial statements included in our annual report on Form 10 K for the year ended December 31, 2019. Generally, the full
grant date fair value is the amount that we would expense in our financial statements over the award’s vesting schedule. These amounts reflect our accounting expense, and do not correspond to the actual value that will be recognized
by our directors.
|
|
(2)
|
Carin M. Barth received a restricted stock award of 10,568 shares upon her appointment to director.
|
|
(3)
|
Represents the numerical sum of the dollar amounts reflected in each other column for each director.
|
|
(4)
|
Resigned from the Halcón board in October 2019.
|
|
(5)
|
Resigned from the Halcón board in February 2019.
|
Discussion of Director Compensation Table
Employee directors receive no additional compensation for service on our board or any committee of the board. All directors receive actual
expense reimbursements associated with attending board and committee meetings. Our director compensation program has been developed with the advice and guidance of our independent compensation consultant using compensation peer group and market
data. Our Compensation Committee reviews our director compensation program at least annually using the advice and information provided by our independent compensation consultant.
2019
Director Compensation
In 2019, the Director Compensation consisted of two principal elements: (1) annual retainer and committee fees; and (2) equity consisting
of restricted stock awards. For 2019, the value of the annual equity award was reduced to $150,000. For 2019, our non-employee directors also received an annual cash retainer of $70,000, payable on a quarterly basis and prorated for actual
service during the year. Until his election as non-employee Chairman, our lead independent director received an additional $25,000 per year, also payable on a quarterly basis and prorated for actual service during the year. Our non-employee
Chairman received an aggregate annual retainer of $120,000 payable in quarterly installments and pro-rated for partial year terms. In addition, our non-employee Chairman received an additional $40,000 per month for each month (or portion
thereof), for his service in an expanded role, in connection with the Company’s search for a new chief executive officer and our restructuring efforts. Additional annual compensation for each committee chairperson and committee member for all of
the committees of our board for 2019 is set forth below:
|
|
|
Committee
Chairperson
|
|
|
Committee
Member
|
|
|
Audit Committee
|
|
$
|
25,000
|
|
|
$
|
15,000
|
|
|
Compensation Committee
|
|
$
|
25,000
|
|
|
$
|
15,000
|
|
|
Nominating & Corporate Governance Committee
|
|
$
|
25,000
|
|
|
$
|
15,000
|
|
|
Reserves Committee
|
|
$
|
25,000
|
|
|
$
|
15,000
|
|
Fees were paid in four equal quarterly installments and board members were able to elect to take all or a portion of the cash compensation
we pay to them in shares of our common stock, with the number of shares determined by dividing such fees by the trading price per share of our common stock on the last day of each calendar quarter. Any such election must be made prior to the
beginning of the quarter for which the compensation is to be paid and is irrevocable for that quarter.
2020 Director Compensation
After consideration of various factors, including market conditions in our industry generally, alignment with the 50th
percentile of our compensation peer group and the recommendations of our compensation consultant, the board approved the following compensation for the Group I non-employee directors, which consists of the following:
|
Group I Non-Employee Directors
|
|
Amount
|
|
|
Annual Retainer:
|
|
|
|
|
Non-Executive Chairman of the Board
|
|
$
|
225,000
|
|
|
Non-Employee Director
|
|
$
|
150,000
|
|
|
Additional Annual Retainers— Committee Chair:
|
|
|
|
|
|
Audit Committee Chair
|
|
$
|
25,000
|
|
|
Compensation Committee Chair
|
|
$
|
25,000
|
|
|
Reserves Committee Chair
|
|
$
|
25,000
|
|
The Company does not directly compensate the Group II directors for their service on the board. All fees are payable in quarterly installments and pro-rated
for partial year terms.
Non‑employee directors are eligible to participate in the Plan discussed above under the heading “Long-term
Incentives—2020 Long-Term Incentive Plan.” For 2020, no equity awards have been made to the existing non-employee directors.
ACCOUNTANTS AND AUDIT COMMITTEE
Dear Stockholder:
The Audit Committee has reviewed and discussed with management of Battalion and Deloitte & Touche LLP (“Deloitte”), the firm serving as
the independent registered public accountant of Battalion, the audited financial statements of Battalion as of, and for the fiscal year ended, December 31, 2019 (the “Audited Financial Statements”). In addition, we have discussed with Deloitte
the matters required to be discussed by the statement on Auditing Standard No. 1301 (Communications with Audit Committees), as adopted by the Public Company Accounting Oversight Board.
The Audit Committee also has received the written disclosures and the letter from Deloitte required by Independence Standards Board
Standard No. 1 (Independence Discussions with Audit Committees), as adopted by the Public Company Accounting Oversight Board, and the Audit Committee has discussed with that firm its independence from
Battalion. Upon such review, the Audit Committee has concluded that the independent registered public accountant is independent from Battalion and its management. We have also discussed with management of Battalion and Deloitte such other matters
and received such assurances from them as we deemed appropriate.
Management is responsible for Battalion’s internal controls and the financial reporting process. Deloitte is responsible for performing an
independent audit of Battalion’s financial statements and of its internal control over financial reporting in accordance with generally accepted auditing standards and issuing a report thereon. The Audit Committee’s responsibility is to monitor
and oversee these processes.
Based on the foregoing monitoring and oversight process, discussions with management and a review of the report of Deloitte with respect to
the Audited Financial Statements, and relying thereon, the Committee has recommended to the board the inclusion of the Audited Financial Statements in Battalion’s Annual Report on Form 10‑K for the year ended December 31, 2019 for filing with the
SEC.
The Audit Committee has considered the requirements of the Sarbanes‑Oxley Act of 2002 with respect to the responsibilities of audit
committees of public companies. The Audit Committee and the board of Battalion are committed to compliance with all provisions of that statute and related regulations. Actions will be taken by the Audit Committee and the board as statutory and
regulatory provisions become effective for Battalion and for audit committees and independent registered public accountants generally.
|
|
MEMBERS OF THE COMMITTEE:
|
|
|
|
|
|
William L. Transier (Chairman)
|
|
|
Scott H. Germann
|
|
|
Gregory S. Hinds
|
(The foregoing Audit Committee Report does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other
filing of Battalion under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that Battalion specifically incorporates the Report by reference therein.)
Independent Registered Public Accounting Firm
Deloitte is the independent registered public accounting firm selected by our Audit Committee as the independent registered public
accountant for the fiscal years ended December 31, 2019 and 2018. During the years ended December 31, 2019 and 2018, neither the Company nor anyone acting on its behalf consulted Deloitte with respect to the application of accounting principles
to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, or any other matters or reportable events as defined in Items 304(a)(1)(iv) and (v)
of Regulation S‑K.
Attendance at the Annual Meeting by Deloitte Representative
A representative of Deloitte is expected to be present at the annual meeting of the stockholders. Deloitte will have the opportunity to
make a statement if it desires to do so, and the Deloitte representative is expected to be available to respond to appropriate questions.
The following table presents fees billed for professional audit services rendered by Deloitte, our principal accounting firm for the years
ended December 31, 2019 and 2018. The table also presents fees for other services rendered by Deloitte during those periods; we paid all such fees.
|
|
|
2019
|
|
|
2018
|
|
|
Audit Fees
|
|
$
|
1,683,204
|
|
|
$
|
1,453,490
|
|
|
Audit‑Related Fees
|
|
|
—
|
|
|
|
—
|
|
|
Tax Fees
|
|
|
1,929,666
|
|
|
|
190,504
|
|
|
All Other Fees
|
|
|
—
|
|
|
|
—
|
|
|
Total
|
|
$
|
3,612,870
|
|
|
$
|
1,643,994
|
|
As used above, the following terms have the meanings set forth below:
Audit Fees. The fees for professional
services rendered by Deloitte for the audit of our annual financial statements, for the review of the financial statements included in our quarterly reports on Form 10‑Q and for services that are normally provided by the accountants in connection
with statutory and regulatory filings or engagements and private placements, including but not limited to registration statements, for the years ended December 31, 2019 and 2018.
Tax Fees. The fees for professional
services rendered by Deloitte for tax compliance, tax advice, and tax planning.
Audit Committee Pre‑Approval Policy
All audit fees, audit‑related fees and tax fees as described above for the years ended December 31, 2019 and 2018 were pre‑approved by our Audit Committee,
which concluded that the provision of such services by Deloitte was compatible with the maintenance of their respective independence in the conduct of their auditing functions. Our Audit Committee’s pre‑approval policy provides that pre‑approval
of all such services must be approved separately by the Audit Committee. The Audit Committee has not delegated any such pre‑approval authority to anyone outside the Audit Committee. Each member of the Audit Committee has the authority to
pre‑approve non‑audit services up to $200,000 to be performed by our independent registered public accountant.
PROPOSALS FOR
CONSIDERATION
AT THE ANNUAL MEETING OF STOCKHOLDERS
|
■
|
PROPOSAL 1—ELECTION OF
DIRECTORS
|
Our bylaws specify that we shall not have less than one nor more than seven directors. Our certificate of incorporation provides that,
until the second annual meeting of stockholders following October 8, 2019, the board shall be divided into two classes, designated as Group I and Group II. Each Group I director shall initially serve until the annual meeting of stockholders in
the year 2020, at which time such directors shall stand for election to a one-year term. Each Group II director shall initially serve until the annual meeting of stockholders in the year 2021, at which time the divided classification of the board
shall cease and each director nominee will then stand for election to a one-year term, expiring at the subsequent annual meeting of stockholders and until the director’s successor is duly elected and qualified, or until such director’s earlier
death, resignation or removal. As of the date of this proxy statement, our board consists of seven directors, six of whom have been determined to be independent directors as set forth in the applicable corporate governance rules of the NYSE.
Four of our current directors, Scott H. Germann, Gregory S. Hinds, Richard H. Little and William L. Transier have been nominated for
re‑election at the 2020 Annual Meeting because of the expiration of the term of their class, Group I, on our board. If Messrs. Germann, Hinds, Little and Transier each receive a majority of votes cast in favor of his continued service on the
board, each will serve a one‑year term expiring in 2021.
If any nominee should for any reason become unable to serve prior to the date of the annual meeting, the shares represented by all valid
proxies will be voted for the election of such other person as the board may designate as a replacement following recommendation by the Nominating and Corporate Governance Committee, or the board may reduce the number to eliminate the vacancy.
Additional information regarding the nominees for director, and all of our other directors, can be found under the sections entitled “Our Board of Directors and Its Committees,” “Security Ownership of Certain Beneficial Owners and Management,” and “Director
Compensation” of this proxy statement.
Votes Required
Directors are elected by a majority vote of the votes present in person or represented by proxy and entitled to vote, thus the number of
shares vote “FOR” a nominee must exceed the number of shares voted “AGAINST” such nominee. For purposes of determining
the outcome for each nominee, broker non‑votes will not be counted as entitled to vote and will have no effect on the outcome of the vote. Abstentions will effectively count as votes “AGAINST”
because they are considered entitled to vote. If you sign your proxy card but do not give instructions with respect to the voting of directors, your shares will be voted for each nominee for director. However, if you hold your shares in street
name and do not instruct your broker how to vote in the election of directors, your shares will constitute a broker non‑vote and will not be voted for any of the nominees. See the section of this proxy statement entitled “General Information—Voting and Revocation of Proxies.”
|
☑
|
The board of directors unanimously proposes and recommends that you vote “FOR” each of the nominees for re‑election to the board of directors.
|
|
■
|
PROPOSAL 2—ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION
|
In accordance with Section 14A of the Exchange Act, we provide our stockholders with the opportunity to vote to approve, on a non‑binding advisory basis,
the compensation of our named executive officers as disclosed in this proxy statement in accordance with the SEC’s compensation disclosure rules.
As more particularly described in detail under the heading “Executive Compensation” of this proxy
statement, we operate in a highly competitive environment and as such, our executive compensation program is designed to attract, motivate and retain high quality individuals, utilizing a mix of fixed and at‑risk compensation that is related to
our overall performance and the creation of stockholder value. We believe that our program continues to be appropriately designed to achieve our goals and aligns the interests of senior management and other key employees with those of our
stockholders by combining competitive compensation with the opportunity for greater rewards for superior performance and the creation of stockholder value.
The vote on this resolution is not intended to address any specific element of compensation; rather, the vote relates to the compensation
of our named executive officers as disclosed in this proxy statement in accordance with the SEC’s compensation disclosure rules. The vote is advisory, which means that it is not binding on the Company, our board or our Compensation Committee. To
the extent there is any significant vote against our named executive officer compensation as disclosed in this proxy statement, our Compensation Committee will evaluate whether any action is necessary to address the concerns of stockholders.
Accordingly, we ask our stockholders to vote on the following resolution at our annual meeting:
“RESOLVED, that the Company’s stockholders approve, on an advisory basis, the compensation of the named executive officers, as disclosed in the Company’s proxy
statement for the 2020 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Executive Compensation section, the Director Compensation section, the Summary Compensation Table and the other related tables and disclosures.”
|
☑
|
The board of directors unanimously proposes and recommends that you vote “FOR” the approval of the compensation of our named executive officers as
disclosed in this proxy statement.
|
|
■
|
PROPOSAL 3—ADVISORY VOTE TO APPROVE FREQUENCY OF STOCKHOLDER VOTE ON EXECUTIVE COMPENSATION
|
Section 14A of the Exchange Act provides that stockholders must be given the opportunity to vote, on a non‑binding, advisory basis, for
their preference as to how frequently we should seek future advisory votes on the compensation of our named executive officers as disclosed in accordance with the SEC’s compensation disclosure rules, which we refer to as an advisory vote on
executive compensation. By voting on this Proposal No. 3, stockholders may indicate whether they would prefer that we conduct future advisory votes on executive compensation once every one, two, or three years. Stockholders also may, if they
wish, abstain from casting a vote on this proposal.
Our board has determined that a triennial advisory vote on executive compensation will allow our stockholders to provide direct input on
our executive compensation philosophy, policies and practices at an interval between votes that allows a meaningful comparison between compensation and performance. Because our compensation program and philosophy is straightforward and does not
materially change from year to year, the board believes that triennial voting is a more appropriate pace for evaluating how well our Compensation Committee is aligning executive compensation with long‑term performance and is consistent with our
efforts to best evaluate the effectiveness of our compensation program, particularly relating to the long‑term incentive components of compensation which comprise a substantial component of executive compensation.
The vote is advisory and as such, is not binding on the Company, our board or our Compensation Committee. Our board and our Compensation
Committee will take into account the outcome of the vote, however, when considering the frequency of future advisory votes on executive compensation the board may decide that it is in the best interests of our stockholders and the Company to hold
an advisory vote on executive compensation more or less frequently than the frequency receiving the most votes cast by our stockholders.
Most recently, at our 2017 annual meeting of stockholders, our stockholders approved a triennial advisory vote on the compensation of our named executive
officers by casting 56,419,896 votes, or approximately 81.2% of all votes cast by the holders of our common stock present in person or by proxy. Following this vote, our board adopted a triennial voting policy, expressing its intention to
schedule the next advisory vote on executive compensation for the 2020 Annual Meeting of Stockholders. See “Proposal 2—Advisory Vote to Approve Executive Compensation” above.
The proxy card provides stockholders with the opportunity to choose among four options (holding the vote every one, two or three years, or
abstaining) and, therefore, stockholders will not be voting to approve or disapprove the recommendation of the board.
The advisory vote regarding frequency of a stockholder advisory vote on executive compensation will be determined by whichever of the
choices — “1 YEAR,” “2 YEARS,” or “3 YEARS”— receives the greatest number of votes cast. If triennial advisory votes are approved by the
stockholders again, we expect that our next advisory vote on executive compensation will occur at our 2023 annual meeting of stockholders. Shares represented by proxies that are marked to indicate abstentions from this proposal and broker
non‑votes with respect to this proposal will not affect its outcome. If no voting specification is made on a properly returned or voted proxy card, the proxies named on the proxy card will vote “FOR” a frequency of once every “3 YEARS” for future advisory votes on executive compensation.
|
☑
|
The board of directors unanimously proposes and recommends that you vote FOR the option of once every “3 YEARS” as the preferred frequency for
future advisory votes on executive compensation.
|
|
■
|
PROPOSAL 4—RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANT
|
The Audit Committee has appointed Deloitte & Touche LLP (“Deloitte”) as the independent registered public accounting firm to serve as
our independent registered public accountant in respect of the fiscal year ending December 31, 2020. The Audit Committee recommends that our stockholders ratify this appointment.
The affirmative vote of the majority of the shares present in attendance or represented by proxy at the annual meeting and voting on
Proposal No. 4 shall constitute ratification of the selection of Deloitte as our independent registered public accountant in respect of the fiscal year ending December 31, 2020. If our stockholders do not ratify the appointment of Deloitte, the
appointment of an independent registered public accounting firm to serve as the independent registered public accountant for the fiscal year ending December 31, 2020 will be reconsidered by the Audit Committee.
Representatives of Deloitte are expected to be present at the meeting and will have an opportunity to address the meeting and respond to
appropriate questions.
During the years ended December 31, 2019 and 2018 and for the subsequent interim period through the date of this report, neither the Company nor anyone
acting on its behalf consulted Deloitte with respect to the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial
statements, or any other matters or reportable events as defined in Items 304(a)(1)(iv) and (v) of Regulation S‑K.
|
☑
|
The board of directors unanimously proposes and recommends that you vote “FOR” the ratification of the appointment of Deloitte & Touche LLP as
our independent registered public accountant for the fiscal year ending December 31, 2020.
|
SUBMISSION OF STOCKHOLDER PROPOSALS
FOR OUR 2021 ANNUAL MEETING OF STOCKHOLDERS
Stockholder proposals intended to be presented under Rule 14a‑8 under the Exchange Act for inclusion in our proxy statement and
accompanying proxy for our 2021 annual meeting of stockholders, including nomination of an individual for election as a director at the 2021 annual meeting of stockholders, must be received at our principal executive offices in Houston, Texas, on
or before December 11, 2020, and must meet all the requirements of Rule 14a‑8. If a stockholder intends to present a proposal at our 2021 annual meeting but has not sought the inclusion of such proposal in our proxy materials, the written
proposal must be delivered to our Legal Department not less than sixty (60) nor more than ninety (90) days prior to the meeting date. For example, if our 2021 annual meeting of stockholders is held on May 18, 2021, then our Legal Department must
receive the proposal after February 17, 2021 but before March 19, 2021. If we mail or otherwise provide notice, or public disclosure, of the date of our annual meeting on a date that is less than seventy (70) days prior to the date of the annual
meeting, the stockholder’s notice that he or she proposes to bring business before the annual meeting must be received by us no later than the tenth business day following the day on which our notice of the annual meeting was mailed, or public
disclosure was made, whichever event first occurs. For a description of some of the requirements for suggesting an individual for consideration by the Nominating and Corporate Governance Committee for election as a director, see “Our Board of Directors and Its Committees—Corporate Governance Matters—Nomination Process.”
Proposals and other notices should be sent to:
Battalion Oil Corporation
Attn: Legal Department
1000 Louisiana St., Suite 6600
Houston, Texas 77002
The use of certified mail, return receipt requested, is suggested.
The board knows of no other proposals that may properly be presented for consideration at the annual meeting but, if other matters do properly come before
the annual meeting, and provided you vote your shares using the instructions on the notice of Internet availability of proxy materials, or, if you received a paper copy of the proxy card, by completing, signing, dating and returning the proxy
card, thereby consenting to be represented at the annual meeting by proxy, the persons named in the proxy will vote your shares according to their best judgment.
|
|
|
|
|
By Order of the Board of Directors
|
|
|
|
of Battalion Oil Corporation
|
|
|
35
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY D02749-P38024 For All Withhold All For All Except ! ! ! ! !
! BATTALION OIL CORPORATION To withhold authority to vote for any individual nominee(s), mark "For All Except" and write the number(s) of the nominee(s) on the line below. BATTALION OIL CORPORATION C/O BROADRIDGE P.O. BOX 1342 BRENTWOOD, NY
11717 01) Scott H. Germann 02) Gregory S. Hinds 03) Richard H. Little 04) William L. Transier 1. Election of Directors Nominees: The Board of Directors recommends you vote FOR the following: 2. To approve, in a non-binding advisory vote,
executive compensation of our named executive officers. 3. To determine, in a non-binding advisory vote, whether a stockholder vote to approve the compensation of our named executive officers should occur every one, two or three years. 4. To
ratify the appointment of Deloitte & Touche LLP, an independent registered public accounting firm, as our independent registered public accountant for the fiscal year ending December 31, 2020. NOTE: Such other business as may properly come
before the meeting or any adjournment thereof. The Board of Directors recommends you vote FOR the following proposal: The Board of Directors recommends you vote FOR the following proposal: The Board of Directors recommends you vote "3 Years" on
the following proposal: ! ! ! ! For Against Abstain For Against Abstain 1 Year 2 Years 3 Years Abstain ! ! ! Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please
give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. VOTE BY INTERNET Before The Meeting - Go to
www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Follow the
instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/BATL2020 You may attend the meeting via the Internet and vote during the meeting. Have the
information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before
the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote
Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. SCAN TO VIEW MATERIALS & VOTE w
D02750-P38024 Important Notice Regarding the Availability of Proxy
Materials for the Annual Meeting: The Notice, Proxy Statement and Form 10-K are available at www.proxyvote.com. BATTALION OIL CORPORATION Annual Meeting of Stockholders May 18, 2020 1:00 PM This proxy is solicited by the Board of Directors The
undersigned hereby appoints Richard H. Little and Ragan T. Altizer, or either of them, as proxies, each with the power to appoint his substitute, and hereby authorizes them to represent and to vote, as designated on the reverse side of this
ballot, all of the shares of common stock and/or preferred stock of BATTALION OIL CORPORATION that the undersigned is entitled to vote at the Annual Meeting of Stockholders to be held at 1:00 PM, CDT on May 18, 2020, and any adjournment or
postponement thereof. A majority of the proxies or substitutes present at the meeting may exercise all power granted hereby. The 2020 Annual Meeting will be hosted live via the Internet at www.virtualshareholdermeeting.com/BATL2020. This proxy,
when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations. Continued and to be signed on reverse side