PROPOSAL 1—ELECTION OF DIRECTORS

Director Nomination Process

Criteria for Nomination to the Board

        The Charter of the Nominating, Governance, Environment & Public Policy Committee, or the "NGEPP Committee," which is available on our website at www.wpxenergy.com under "Investors" and "Corporate Governance," provides that the NGEPP Committee must develop and recommend to the Board qualifications for assessing director candidates and identify and recommend to the Board individuals for nomination as Board members.

        Our Corporate Governance Guidelines set forth criteria for independent director nominees. The NGEPP Committee evaluates potential Board nominees against these criteria in determining whether to recommend any potential nominee for consideration for election as a member of the Board. These criteria include the following:

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An understanding of business and financial affairs and the complexities of a business organization. Although a career in business is not essential, the nominee should have a proven record of competence and accomplishments through leadership in industry, education, the professions or government, and should be willing to maintain a committed relationship with the Company as a director.



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A genuine interest in representing all of the stockholders and the interest of the Company overall.



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A willingness and ability to spend the necessary time to function effectively as a director.



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An open-minded approach to matters and the resolve to independently analyze matters presented for consideration.



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A reputation for honesty and integrity beyond question.



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Independence as defined by the NYSE, and qualifications otherwise required in accordance with applicable law or regulation.

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        The following table highlights each director nominee's specific skills, knowledge and experiences. A particular director may possess additional skills, knowledge or experience even though they are not listed below. Each director biography below describes the skills and experiences of directors in detail.

        The NGEPP Committee routinely evaluates the composition of the Board to assess the skills and experience that are currently represented on the Board, as well as the skills and experience the Board will find valuable in the future, given the Company's current situation and strategic plans. The NGEPP Committee seeks a variety of occupational and personal backgrounds on the Board in order to obtain a range of viewpoints and perspectives and to enhance the diversity of the Board in such areas as race, gender, ethnicity and age. This assessment enables the Board to update, if necessary, the skills and experience it seeks in the Board as a whole, and in individual directors, as the Company's needs evolve and change over time.

Process for Identifying and Evaluating Nominees

        In considering potential candidates to the Board who are not incumbent directors, the NGEPP Committee, with input from the full Board of Directors, assesses the potential candidate's qualifications, taking into account the criteria listed above, and how these qualifications fit with the desired composition of the Board of Directors as a whole.

        In the case of incumbent directors, in addition to the criteria listed above, the NGEPP Committee reviews the directors' overall performance on the Board of Directors and other relevant factors.

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Stockholder Recommendations for Nominees

        The NGEPP Committee will consider nominees recommended by our stockholders. Any stockholder wishing to propose a nominee for consideration by the NGEPP Committee should submit a recommendation in writing to our Corporate Secretary at our principal executive office, indicating the nominee's qualifications and other relevant biographical information and providing confirmation of the nominee's consent to serve as a director. The NGEPP Committee does not intend to alter its criteria for evaluating potential director candidates, including the criteria set forth above, in the case of director candidates recommended by stockholders. The NGEPP Committee periodically considers recommendations for director candidates.

        If you wish to submit a director nomination at a future annual meeting, you must supply timely written notice to the Corporate Secretary. For the 2021 Annual Meeting, this notice must be received at our principal executive offices, directed to the Corporate Secretary, no earlier than January 21, 2021, and no later than February 19, 2021. The notice must include the information set forth in the Bylaws about each proposed nominee, including: (i) the name, age, business address, residence address and principal occupation or employment, business experience during the past five years and any other directorships of public companies currently held or held during the last five years, (ii) the number of shares of the Company's common stock which are beneficially owned, and (iii) other information concerning the nominee as would be required in soliciting proxies for the election of that nominee. The notice must also include the information set forth in the Bylaws about the stockholder making the nomination and any associated person, including information about the direct and indirect ownership of or derivative positions in the Company's common stock and arrangements and understandings related to the proposed nomination or the voting of the Company's common stock. The notice must also include a signed consent of each nominee to be named in the proxy statement as a nominee and to serve as a director of the Company if elected. If we do not receive a notice and the required information regarding the nominee, the stockholder and any associated person by the deadline described above, the proposed nominee may be excluded from consideration by the NGEPP Committee. The NGEPP Committee will only evaluate stockholder-recommended candidates if those recommendations meet the requirements described in this proxy statement and our Bylaws.

2020 Director Nominees

        The first proposal for consideration at the Annual Meeting is the election of each of the ten candidates named below as a director for a one-year term expiring at our 2021 Annual Meeting, or until his or her successor is duly elected and qualified, or until his or her earlier retirement, resignation, disqualification, removal or death. Messrs. Henry E. Lentz and David F. Work, current directors, will retire from the Board at the Annual Meeting. Effective immediately following the closing of the polls for the election of directors at the Annual Meeting, the Board will reduce its size from twelve members to ten members. If any director nominee should become unavailable for election prior to the Annual Meeting, an event that currently is not anticipated by the Board, either the proxies will be voted in favor of the election of a substitute nominee or nominees proposed by the Board or the number of directors may be reduced accordingly. Each nominee has agreed to serve if elected and, subject to the matters addressed under "Stockholders Agreement" below, the Board has no reason to believe that any nominee will be unable to serve.

Stockholders Agreement

        At the closing of its acquisition of Felix Energy Holdings II, LLC on March 6, 2020, the Company entered into a Stockholders Agreement with Felix Investment Holdings II, LLC ("Felix Holdings") and certain related parties ("Stockholders Agreement"). Subject to the terms of the Stockholders Agreement, Felix Holdings has the right to designate up to two directors to the Board who are reasonably acceptable to the NGEPP Committee, until such time that Felix Holdings and its related parties hold

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less than 20% of our outstanding common stock. Until such time as Felix Holdings and its related parties hold less than 10% of our outstanding common stock, Felix Holdings has the right to designate one director to the Board who is reasonably acceptable to the NGEPP Committee. If at any time the number of directors serving on the Board and designated by Felix Holdings exceeds the number that Felix Holdings is entitled to designate, Felix Holdings must promptly cause one or more of its designated directors to resign from the Board unless otherwise requested by the Board. Felix Holdings has designated D. Martin Phillips and Douglas E. Swanson, Jr. as its director nominees pursuant to the Stockholders Agreement. Messrs. Phillips and Swanson have been members of the Board since March 6, 2020.

        For so long as Felix Holdings and its related parties remain entitled to designate directors under the Stockholders Agreement, they have agreed to cause all shares of common stock held by them to be voted in favor of director nominees nominated by the NGEPP Committee, against any other director nominees, and against the removal of any director (other than a director they have designated to the Board) unless the NGEPP Committee recommends in favor of such removal. For additional information regarding the Stockholders Agreement and the obligations of the parties thereto, see "Certain Relationships and Transactions" and a copy of the Stockholders Agreement included as an exhibit to our Current Report on Form 8-K filed with the Securities and Exchange Commission on March 6, 2020.

        Upon the recommendation of the NGEPP Committee, the Board has nominated each of the directors identified below as a nominee for a one-year term expiring at the 2021 Annual Meeting of Stockholders or until his or her successor is duly elected and qualified, or until his or her earlier retirement, resignation, disqualification, removal or death.

        The Board of Directors recommends that you vote FOR the election of each of the nominees. Proxies will be voted FOR the election of each nominee unless you specify otherwise.

        The following presents a brief biographical description of each director nominee, as well as a discussion of the specific experience, qualification and skills of each director that helped lead the Board to conclude that each respective director should continue to serve as a member of the Board.

        John A. Carrig.     Mr. Carrig has been a director since December 2011. Mr. Carrig is the former President and Chief Operating Officer of ConocoPhillips (a large integrated oil company with operations in more than 30 countries). He joined Phillips Petroleum in London in 1978 as a tax attorney. In 1981, he transferred to Bartlesville, Oklahoma, and was associated with the corporate tax staff until 1993 when he joined the treasury group as finance manager. He was then named Assistant Treasurer of Finance, and in 1995 he accepted the position of Treasurer. He was Vice President and Treasurer from 1996 to 2000 when he was named Senior Vice President and Treasurer. He was elected

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Senior Vice President and Chief Financial Officer for Phillips in 2001, a position he held until the ConocoPhillips merger occurred in 2002, at which time he became Executive Vice President, Finance, and Chief Financial Officer of ConocoPhillips. In 2008, he was appointed President and Chief Operating Officer of ConocoPhillips and became responsible for global operations, including exploration and production, refining and transportation, project development and procurement, and health, safety and environmental matters. Mr. Carrig served as President of ConocoPhillips until his retirement in March 2011. Mr. Carrig graduated Phi Beta Kappa with a B.A. from Rutgers University and received his law degree from Temple University. He also holds an advance degree in tax law from New York University School of Law. Mr. Carrig served as a director of TRC Companies, Inc. (engineering, consulting and construction management services to the energy, environmental and infrastructure markets) from 2012 until 2017 and as a director of Skanska AB (a global project development and construction company) from 2014 until 2018. He is currently a director of Forum Energy Technologies, Inc. (a manufacturer of oil and gas field machinery and equipment).

        We believe Mr. Carrig is well qualified to serve as a member of our Board. Mr. Carrig has many years of experience in our industry, including operating, financial and executive experience, and we believe these experiences are critical to his ability to identify, understand and address challenges and opportunities that we face.

        Clay M. Gaspar.     Mr. Gaspar has served as a director of the Company since November 2019 and as President and Chief Operating Officer since December 2017. From November 2015 until December 2017, he served as Senior Vice President and Chief Operating Officer, and from October 2014 until November 2015, he served as Senior Vice President of Operations and Resource Development. From July 2012 until October 2014, Mr. Gaspar served as Vice President—Mid-Continent for Newfield Exploration Company. Prior to joining Newfield, Mr. Gaspar spent 16 years with Anadarko Petroleum Corporation where he served as General Manager of Investor Relations from 2011-2012, General Manager, Business Advisor from 2009-2011 and General Manager, East Texas from 2007-2009. From 1996-2007, Mr. Gaspar served in various engineering and management positions at Anadarko. Mr. Gaspar started his career with Mewbourne Oil Company as a production and drilling engineer where he worked part-time as a student from 1991-1995 and then full-time from 1995-1996. He is a member of the Society of Petroleum Engineers and holds a Bachelor of Science degree in Petroleum Engineering from Texas A&M University and a Master of Science degree in Petroleum and Geosciences Engineering from the University of Texas at Austin and is a Registered Professional Engineer in the state of Texas. Mr. Gaspar also serves on the boards of the Tulsa chapter of the American Heart Association, Catalyst Midstream Partners, LLC, and the Michigan Potash & Salt Co. At WPX, he also has responsibility for overseeing the Company's pro-active ESG endeavors, including supervisory authority for the Company's ESG Director role.

        We believe that Mr. Gaspar is well qualified to serve as a member of our Board. Mr. Gaspar has many years of experience in the upstream energy business, and we believe that this experience will be critical to his ability to identify, understand and address the challenges and opportunities that we face. As President and Chief Operating Officer, with intimate knowledge of our business and operations, Mr. Gaspar brings a valuable perspective to the Board. We also believe that Mr. Gaspar's experience with managing the operations of a large, public company is advantageous to us.

        Robert K. Herdman.     Mr. Herdman has been a director since December 2011. Since 2004, Mr. Herdman has been a Managing Director of Kalorama Partners LLC (a Washington, D.C. consulting firm specializing in providing advice regarding corporate governance, risk assessment, crisis management and related matters). Prior to joining Kalorama, Mr. Herdman was the Chief Accountant of the SEC from October 2001 to November 2002. Prior to joining the SEC, he was Ernst & Young's Vice Chairman of Professional Practice for its Assurance and Advisory Business Services ("AABS") practice in the Americas and the Global Director of AABS Professional Practice for Ernst & Young International. Mr. Herdman was also the senior Ernst & Young partner responsible for the firm's

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relationship with the SEC, Financial Accounting Standards Board and American Institute of Certified Public Accountants ("AICPA"). Mr. Herdman served on the AICPA's SEC Practice Section Executive Committee from 1995 to 2001 and as a member of the AICPA's Board of Directors from 2000 to 2001. He holds a B.S.C. in accounting from DePaul University. Mr. Herdman is currently on the board of directors of Cummins Inc. (a designer and manufacturer of diesel and power engines) and is chair of its audit committee. Prior to April 2015, he served on the board of directors of HSBC Finance Corporation (formerly Household International, Inc.), HSBC North America Holdings, Inc. and HSBC US, Inc.

        We believe Mr. Herdman is well qualified to serve as a member of our Board. Mr. Herdman has significant experience in finance and accounting, as well as experience related to the compensation of public company executives. We believe these experiences are important to his ability to understand and address challenges and opportunities that we face. Mr. Herdman's SEC and public accounting experience provided him with insight into the business operations and financial performance of a significant number of public companies, which is advantageous to us as a public company.

        Kelt Kindick.     Mr. Kindick has been a director since January 2013 and has served as our independent Lead Director since May 2018. Mr. Kindick served as chief financial officer and partner at Bain & Company, Inc., a management consulting firm, from January 2009 until his retirement on December 31, 2012. He has been serving as Advisory Partner for Bain & Company since January 1, 2013. He joined Bain & Company, Inc. in 1980, was elected partner in 1986, served as Managing Director of the firm's Boston office from 1991 to 1996, and as Chairman of the firm's executive committee from 1998 to 1999. Mr. Kindick also served as chief financial officer of the Commonwealth of Massachusetts from 2003 to 2004. Mr. Kindick served as a director of The Advisory Board Company from 2001 to 2017 and was lead director from 2004 to 2017. He received a B.A. degree from Franklin & Marshall College and an M.B.A. from Harvard Business School.

        We believe that Mr. Kindick is well qualified to serve as a member of our Board. His long service at a leading management consulting firm, where he has developed extensive experience in assessing and advising on corporate strategy, finance, operations, and talent management, as well as his finance and accounting experience, will be advantageous to us.

        Karl F. Kurz.     Mr. Kurz has been a director since January 2014. From September 2009 until his retirement in September 2012, Mr. Kurz served as a managing director, co-head of the energy group and a member of the investment committee at CCMP Capital Advisors LLC, a leading global private equity firm with a focus on energy investments, among other areas. Prior to joining CCMP, Mr. Kurz spent nine years with Anadarko Petroleum Corporation, most recently serving as chief operating officer responsible for overseeing the company's global exploration and production, marketing, midstream, land, technology and service businesses. Prior to joining Anadarko, Mr. Kurz was general manager of midstream and marketing for Vastar Resources, Inc., where he managed the company's marketing of oil, natural gas liquids, gas and gas processing. Prior to joining Vastar in 1995, Mr. Kurz held management positions at ARCO Oil and Gas Company in several business units including reservoir engineering, production operations, crude oil marketing, hedging, and financial trading. Mr. Kurz holds a B.S., magna cum laude, in petroleum engineering from Texas A&M University and he is a graduate of Harvard Business School's Advanced Management Program. Mr. Kurz also serves as the non-executive Chairman of American Water Works Company, Inc. (water and wastewater services company). He also serves as an advisor to Ares Management, L.P., a capital investment company. Mr. Kurz served as a director of Western Gas Partners from May 2008 through March 2009, Global Geophysical Services, Inc. (seismic data solutions for the oil and gas industry) from December 2010 through December 2014, and SemGroup Corporation (midstream services provider to independent oil and gas producers and refiners) from 2009 through December, 2019.

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        We believe Mr. Kurz is well qualified to serve as a member of our Board. Mr. Kurz has many years of experience in our industry, including executive, investment and operating experience, and we believe these experiences are critical to his ability to identify, understand and address challenges and opportunities that we face. Mr. Kurz also has extensive public policy experience from serving on committees and boards of industry organizations.

        Kimberly S. Lubel.     Ms. Lubel has been a director since December 2011. She served as Chairman of the Board, President and Chief Executive Officer of CST Brands, Inc. (a publicly-traded retailer of transportation fuels and convenience goods) from May 2013 until its acquisition by Alimentation Couche-Tard Inc. in June 2017. Ms. Lubel also served as the Chairman of the Board of the general partner of CrossAmerica Partners L.P. (a publicly-traded master limited partnership) from October 2014, when CST Brands acquired the general partner, until June 2017. In January 2013 Ms. Lubel became responsible for the retail organization of Valero Energy Corporation (a large independent refiner of transportation fuels and related products) in the United States and Canada as Executive Vice President and President Retail, and served in that capacity until the spin-off of the retail organization as CST Brands, Inc. Ms. Lubel previously served from October 2008 to December 31, 2012, as Executive Vice President and General Counsel for Valero with responsibility over Valero's legal, ad valorem tax, health, safety and environmental, energy and gases, reliability, and project execution departments. She joined Valero in 1997 as Corporate Counsel. From April 2006 to October 2008, she served as Senior Vice President & General Counsel. She served as lead attorney for most of Valero's major acquisitions during her tenure with Valero. Ms. Lubel holds a B.A. in Spanish and international studies from Miami University (Ohio), an M.A. in international relations from Baylor University, and a J.D. from the University of Texas School of Law. She is also a graduate of the Executive Program at Stanford University. Ms. Lubel is a member of the board of directors of PBF Energy Inc. (a petroleum refining company) and also serves on the boards of directors of the United Way of Texas, the United Way of San Antonio and Bexar County and the Southwest Research Institute, a non-profit research and development organization based in San Antonio.

        We believe that Ms. Lubel is well qualified to serve as a member of our Board. Her chief executive officer experience is critical to her ability to identify, understand and address challenges and opportunities that we face. As a result of her executive experience, Ms. Lubel also has an understanding of compensation and corporate governance issues that we face. Her experience as lead attorney for complex transactions well positions her to advise on any transactions that we may consider. Her familiarity with legal and regulatory issues, including expertise on complex health, safety, and environmental matters, also positions her well to advise on such issues.

        Richard E. Muncrief.     Mr. Muncrief was appointed President and Chief Executive Officer of the Company on May 15, 2014, and on January 1, 2017 he was appointed Chairman of the Board of Directors as well. In December 2017 he relinquished the title of President when the Board transferred that title to the Company's Chief Operating Officer. He had earlier served since June 2009 as Senior Vice President, Operations and Resource Development of Continental Resources, Inc. Prior to joining Continental, he was employed from August 2008 through May 2009 by Resource Production Company, where he served as Corporate Business Manager. From September 2007 to August 2008, he served as President, Chief Operating Officer and as a director of Quest Midstream Partners, LP. From 1980 to 2007, he served in various managerial capacities with ConocoPhillips and its predecessor companies, Burlington Resources, Meridian Oil and El Paso Exploration. Mr. Muncrief holds a B.S. in petroleum engineering technology from Oklahoma State University. Mr. Muncrief served as a director of Apco Oil and Gas International Inc. ("Apco"), a majority-owned subsidiary of the Company until January 2015, from August 2014 until January 2015.

        We believe Mr. Muncrief is well qualified to serve as a member of our Board. Mr. Muncrief has many years of experience in the upstream and midstream energy business, and we believe this experience will be critical to his ability to identify, understand and address the challenges and

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opportunities that we face. As our Chairman and Chief Executive Officer, with intimate knowledge of our business and operations, Mr. Muncrief brings a valuable perspective to the Board. Further, we believe that Mr. Muncrief's experience with managing the operations of a large, public company is advantageous to us.

        D. Martin Phillips.     Mr. Phillips is a Managing Partner of EnCap Energy Capital Fund, L.P., where he plays a leadership role in all levels of executive management including investments, fundraising, finance, accounting, compliance and personnel. Mr. Phillips serves on the board of several EnCap portfolio companies and has also served on the board of directors of Montage Resources Corporation since 2011. Prior to founding EnCap in 1989, Mr. Phillips served as a Senior Vice President in the Energy Banking Group of NationsBank in Dallas, Texas. In his capacity as Manager of the U.S./International Divisionof NationsBank from 1987 to 1989, Mr. Phillips had responsibility for credit commitments to a broad spectrum of energy-related companies. Mr. Phillips began his career in 1978 with Republic Bank and served in various senior energy banking positions, including Vice President and Manager of Republic Bank's energy loan production office in Denver, from 1980 to 1985, and Senior Vice President and Division Manager in Republic Bank's Houston office from 1986 to 1987. Mr. Phillips received a Bachelor of Science degree and a Master of Business Administration degree from Louisiana State University, and he is a member of the LSU College of Business Hall of Distinction. Mr. Phillips also attended the Stonier Graduate School of Banking at Rutgers University.

        We believe Mr. Phillips is well qualified to serve as a member of our Board. Mr. Phillips has many years of experience in our industry, including executive and investment experience, and we believe these experiences are critical to his ability to identify, understand and address challenges and opportunities that we face.

        Douglas E. Swanson, Jr.     Mr. Swanson is a Managing Partner of EnCap Energy Capital Fund, L.P., where he plays a leadership role in all levels of executive management including investments, fundraising, finance, accounting, compliance and personnel. Mr. Swanson currently serves on the board of several EnCap portfolio companies and is also on the board of directors of Montage Resources Corporation and Earthstone Energy, Inc. In addition, Mr. Swanson served on the board of directors of Oasis Petroleum, Inc. and its predecessor entitities from March 2007 until December 2017. Prior to joining EnCap in 1999, Mr. Swanson was in the corporate lending division of Frost National Bank from 1995 to 1997, specializing in energy-related service companies, and was a financial analyst in the corporate lending group of Southwest Bank of Texas from 1994 to 1995. Mr. Swanson is a member of the Independent Petroleum Association of America and the Texas Independent Producers and Royalty Owners Association. Mr. Swanson received a Bachelor of Arts degree in economics and a Master of Business Administration degree from The University of Texas.

        We believe Mr. Swanson is well qualified to serve as a member of our Board. Mr. Swanson has many years of experience in our industry, including executive and investment experience, and we believe these experiences are critical to his ability to identify, understand and address challenges and opportunities that we face.

        Valerie M. Williams.     Ms. Williams has been a director since March 2018. She joined Ernst & Young LLP in 1981 and has over 35 years of audit and public accounting experience, serving numerous global companies in various industries, including energy, until her retirement in 2016. Ms. Williams most recently served as the firm's Southwest Region Assurance Managing Partner, a position she had held since 2006. She held several senior leadership positions at Ernst & Young and also served on several strategic committees, including the firm's Partner Advisory Council, Inclusiveness Council, Audit Innovation Task Force and the Diversity Task Force. Ms. Williams holds a B.S. from the University of North Texas and an M.B.A. from the University of Houston. She is a member of the board of directors of Omnicom Group, Inc. (a global advertising and public relations firm) and DTE Energy (a Michigan-based electric and natural gas utility company).

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        We believe that Ms. Williams is well qualified to serve on our Board. Her extensive experience in public company accounting and finance and her familiarity with risk management issues will be critical to understanding our financial performance as well as identifying and addressing the challenges we face in the global energy markets.

CORPORATE GOVERNANCE

Overview

        WPX is committed to high standards of corporate governance and ethical business conduct. Important documents that are reflective of this commitment include our Certificate of Incorporation, Bylaws, Corporate Governance Guidelines, charters of the committees of our Board of Directors, our Lead Director Charter, and our Code of Business Conduct. You can access these documents at www.wpxenergy.com under "Investors" and "Corporate Governance" to learn more about our corporate governance practices.

Corporate Governance Practices

        Some of our key corporate governance practices include:

Board Structure

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Majority Vote Standard.  Our Bylaws and Corporate Governance Guidelines provide that each director must be elected by a majority vote in an uncontested election. Our Corporate Governance Guidelines also provide that a director nominee must submit an irrevocable resignation effective upon the failure to receive more votes cast "for" than "against" his or her election or re-election and Board acceptance of such resignation.



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Board Leadership Structure.  The Board believes that independent leadership is important. The Board also believes that, depending on what appears to be in the best interests of the Company and its stockholders at any given point in time, it should be able to choose whether the roles of Chairman of the Board and Chief Executive Officer are combined or separate. In cases where the Board believes that those roles should be combined, the independent directors will select from among themselves an individual who acts as Lead Director. The duties and responsibilities of the Lead Director are set forth in a Lead Director Charter that is available on our website at www.wpxenergy.com. The independent directors assess the Board's leadership structure annually and conduct annual performance evaluations of both the Chairman of the Board and the Lead Director. When the positions of Chairman of the Board and Chief Executive Officer are combined, the performance evaluation of the Chairman of the Board role is in addition to the performance evaluation of the Chief Executive Officer role.

Board and Board Committees Composition and Performance

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Limitation on Public Company Directorships.  A director may not serve on more than four public company boards of directors (including the Company's).



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Resignation Upon Change in Status.  Each of our directors is required to offer his or her resignation upon a material change in his or her status, including a change in his or her principal business associations.



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Executive Sessions.  Our Board of Directors and each Board committee regularly conduct executive sessions of non-employee directors. Our Lead Director presides over each executive session of non-employee directors. Committee Chairs preside over executive sessions of their respective committees.

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Independent Advisors.  Our Board of Directors and Board committees have the authority to retain independent advisors.



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Annual Performance Reviews.  Our Board of Directors and Board committees conduct performance reviews annually.



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New Director Orientations.  New directors are required to complete an orientation program upon joining the Board, and all directors are given the opportunity and are encouraged to participate in continuing education programs.

Guidelines and Board Policies/Procedures

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Stock Ownership Guidelines.  We maintain stock ownership and retention guidelines for directors and executive officers. See "Compensation Discussion and Analysis—Other Compensation Practices—Stock Ownership Guidelines" and "Director Compensation."



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Approval Procedures for Related-Person Transactions.  We have a related-person transactions approval policy regarding the review, approval and ratification of related-person transactions involving a member of the Board, one of our executive officers, or any immediate family member or affiliate of such individuals. The Audit Committee and in some cases the full Board of Directors oversees this process. See "Certain Relationships and Transactions."



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Recoupment Policy.  We have a recoupment policy that requires the Company to recover all performance-based incentive payments from senior executives, including all of our named executive officers, found by the Board of Directors to be personally responsible for the fraud or intentional misconduct resulting in a significant restatement of the Company's financial statements. In addition, we will seek recoupment from all other executive officers of any amounts paid in excess of the award that would have been paid based on the restated financial results. See "Compensation Discussion and Analysis—Other Compensation Practices—Recoupment Policy."



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Communications Policy.  We have a communication policy that outlines how stockholders and other interested parties may communicate with the Board of Directors. See "Board Committees—Communications with the Board of Directors."



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Independent Compensation Consultant.  Our Compensation Committee has the sole authority to retain or terminate its compensation consultant and annually reviews its compensation consultant's independence.



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Transactions in Company Securities (Anti-Hedging Policy).  Our insider trading policy prohibits short sales of shares of our common stock by directors and executive officers. It also prohibits the use of equivalent derivative securities that would have the effect of insulating insiders from any downturn in the value of our common stock.



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Anti-Pledging Policy.  Our insider trading policy prohibits our directors, officers, and key employees from holding our securities in a margin account or using such securities as collateral for a loan.



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Board Refreshment.  Over time, the Board refreshes its membership through a combination of adding or replacing directors to achieve appropriate balance between maintaining longer-term directors with deep institutional knowledge of the Company and adding directors who bring a diversity of perspectives and experience. For example, at our first Annual Meeting of

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Stockholders in 2013, the Board was composed of eleven directors. Since that meeting, and as of the conclusion of our 2020 Annual Meeting:

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Seven of the eleven directors who were serving on the Board in 2013 will have retired or left the Board.



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Five new directors have been elected to the Board, four of whom are independent.



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Two of our independent directors have served as Lead Independent Director.



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The composition of the Board's committees has been refreshed, and the chair of each committee has been changed.

If all of the nominees are elected to the Board, following the Annual Meeting, the average tenure of our directors will be five years. The Board believes that, collectively, the directors offer a diverse range of backgrounds that contribute to the overall effectiveness of the Board.

        Environmental, Social and Governance Initiatives.     We are pursuing a variety of efforts to improve our communication and our performance under various environmental, social and governance initiatives. Below are a few highlights from our second ESG Report that is available online at www.wpxenergy.com. Please review the complete ESG Report for more details.

Air Quality

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Achieved significant reduction in Delaware Basin flaring through more than $150 million of new infrastructure to support natural gas volumes



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New projects included doubling the capacity of our joint venture gas processing plant in the Delaware Basin to 400 MMcf/d



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Expanded our drone program to 8 certified pilots to digitize our surface assets in the Williston Basin to inspect for fugitive emissions

Water & Fluids

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Constructed a third water recycling center in Delaware Basin during 2019; now have capacity to recycle more than 150,000 barrels per day



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Recycled 16.1 million barrels of produced water in 2019 in the Delaware Basin; an increase of 57% vs. 2018

Safety

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Four preventable motor vehicle accidents across more than 4.4 million miles driven



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Joined the Permian Road Safety Coalition; participated in November safety stand-down



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Five recordable employee injuries in 2019 across more than 1.5 million hours worked, resulting in a total recordable incident rate (TRIR) of 0.65—up from 0.43 in 2018

Diversity & Inclusion

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Women accounted for 37 percent of our workforce in 2019



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Minorities accounted for 22 percent of our workforce in 2019

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Community Investment

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Distributed approximately $1.4 million in charitable funds in 2019, benefitting more than 330 organizations



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Received the 2019 Community Impact award from Oklahoma Business Ethics for the structure of our civic involvement programs

Governance

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In February 2019, the Board amended the Charter of the Nominating and Governance Committee, refocusing it as the Nominating, Governance, Environmental and Public Policy Committee.



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Designated our top safety and environmental professional as WPX's ESG Director

Independent Auditors

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Ratification of Auditor.  Our stockholders annually ratify the selection of our independent registered public accounting firm.



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Limited Non-Audit Fees.  The 2019 non-audit and non-audit-related fees paid to our independent registered public accounting firm were less than twenty percent of total fees paid to that firm by the Company in 2019.

Corporate Governance Guidelines

        Our Certificate of Incorporation and Bylaws, together with Delaware law and NYSE and SEC rules, govern the Company. Our Corporate Governance Guidelines set forth many of the practices, policies and procedures that provide the foundation of our commitment to strong corporate governance. The policies and practices covered in our Corporate Governance Guidelines include operation of the Board of Directors, Board structure, director independence and Board committees. Our Corporate Governance Guidelines are reviewed at least annually by our NGEPP Committee and are revised as necessary.

Code of Business Conduct

        Our Board has adopted a Code of Business Conduct that applies to all employees. Our Code of Business Conduct is publicly available on our website at www.wpxenergy.com. Any waiver of our Code of Business Conduct with respect to the Chief Executive Officer, Chief Financial Officer or Controller, or persons performing similar functions, may be authorized only by our Audit Committee. In the event that we make any changes to, or provide any waivers from, the provisions of our Code of Business Conduct, we intend to disclose such events on our website or in a report on Form 8-K within four business days of such event.

Director Independence

        Our Corporate Governance Guidelines require that the Board make an annual determination regarding the independence of each of our directors. Based on an annual evaluation performed by and recommendations made by the NGEPP Committee, the Board has determined that each of our current directors, other than Messrs. Muncrief and Gaspar, is independent under the NYSE listing standards and the rules and regulations of the SEC. The Board has also determined that Mr. William G. Lowrie, a director of the Company until his retirement in May 2019, was similarly independent during his service on the Board. The Board's determination of independence took into account the "bright line" standards of the NYSE and the standards for independence contained in our Corporate Governance

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Guidelines, as well as the absence of any material transactions or other relationships between the Company, on the one hand, and directors, their immediate family members and other associates, on the other. The Board reviewed transactions between the Company and other companies where a director serves as a non-employee director, or where a director or family member of the director serves as an executive officer, and concluded that no such transaction was contrary to a finding of independence.

Board Leadership Structure

        Our Board believes that, depending on what appears to be in the best interests of the Company and its stockholders at any given point in time, it should be able to choose whether the roles of Chairman of the Board and Chief Executive Officer are combined or separate. Since January 2017, the positions of Chairman of the Board and Chief Executive Officer have been held by Mr. Muncrief. The Board believes that Mr. Muncrief's leadership in developing and executing the Company's strategy since 2014 and his deep knowledge of the Company's operations enable him to facilitate the Board's responsibilities for overseeing the Company and driving its continued efforts to create value for stockholders. As the Chairman of the Board and Chief Executive Officer, Mr. Muncrief is well positioned to identify key issues that call for the Board's attention and guidance.

        The Board also believes that independent leadership is important, and the Company's Governance Guidelines call for the independent directors to select from among themselves a Lead Director when the role of Chairman of the Board is combined with the role of Chief Executive Officer. In May 2018, the independent directors selected Mr. Kindick as Lead Director.

        The current leadership structure of the Board is reviewed annually by the independent directors. In addition, the independent directors annually conduct performance evaluations of both the Chairman of the Board and the Lead Director. When the positions of Chairman of the Board and Chief Executive Officer are combined, the performance evaluation of the Chairman of the Board role is in addition to the performance evaluation of the Chief Executive Officer role.

        The duties and responsibilities of the Lead Director are set forth in a Lead Director Charter that is available on our website at www.wpxenergy.com, and include the following:

•

presides at executive sessions of the independent directors and has the authority to call additional executive sessions or meetings of the independent directors;



•

presides at Board meetings in the absence of the Chairman of the Board;



•

serves as principal liaison between the Chairman of the Board and the independent directors;



•

assists in the selection and preparation of meeting schedules, agendas and meeting materials for the Board;



•

is available for consultation and direct communication with major stockholders under appropriate circumstances;



•

interviews, along with the Chairman of the Board and the Chairman of the NGEPP Committee, all Board candidates, and makes recommendations to the NGEPP Committee; and



•

oversees, in consultation with the Chairman of the Board, the Board's annual goals and objectives, which are subject to approval by the full Board.

        The Board believes that it is important to have the flexibility to put in place a leadership structure that promotes effective governance at any given point in time and that, under present circumstances, the current Board leadership structure is in the best interests of the Company and it stockholders.

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Risk Oversight

        Enterprise-Wide Risk Oversight.     Our Board oversees management's enterprise-wide risk management activities, either directly or with the assistance of its committees. In the normal course of its business, the Company is exposed to a variety of risks, including market risks relating to changes in commodity prices, capital availability, technical risks affecting the Company's resource base, political risks, and risks involving cyber security. The Company's officers and staff attend regularly scheduled meetings of the Board, where they conduct presentations to the Board on various strategic matters involving the Company's operations and the risks that may affect those operations. Free to ask questions or raise concerns regarding risk management or any other matters, the Board as a whole and at the committee level monitors the development and management of risks that may affect the Company's operations and strategic goals. Discussions with the Board regarding the Company's capital and operating plan, business results, and competitive environment ordinarily include a discussion of the risks associated with the particular item under discussion. The Board's committees assist in the risk oversight function as follows:

•

The Audit Committee oversees our financial controls and compliance activities, and regularly evaluates such matters as our financial reporting and disclosure, our relationships with vendors, and our capital investment and project execution. The enterprise risk management function, which reports to our Chief Financial Officer, assists the Company in identifying and assessing the Company's material risks. The Company's Chief Internal Auditor, who always has direct access to the Audit Committee, assists the Company in evaluating risk management controls and methodologies. In connection with its oversight role, the Audit Committee regularly meets privately with representatives from the Company's independent registered public accounting firm and the Company's Chief Internal Auditor and General Counsel.



•

The Compensation Committee oversees risk associated with our human capital and our compensation practices and plans.



•

The NGEPP Committee oversees Board processes and corporate governance-related risk, including risks related to environmental health and safety, reputation and branding, public policy and legislative and regulatory matters.

        Enterprise-Wide Incentive Compensation Risk Assessment.     With the oversight of our Compensation Committee, we conducted a risk assessment of the Company's human capital with a focus on enterprise-wide compensation programs. The risk assessment reviewed both incentive compensation plans and individual incentive awards paid in 2019 for the presence of potential design elements that could incent employees to incur excessive risk. The assessment also took into account the presence of other design features that serve to mitigate excessive risk-taking, such as the Company's recoupment policy, stock ownership guidelines, and balanced performance metrics.

        After considering the results of the risk assessment, the Compensation Committee concluded, and its independent advisor agreed, that the level of risk associated with the Company's enterprise-wide compensation programs is not reasonably likely to have a material adverse effect on the Company. The results of the risk assessment were reviewed with the Compensation Committee at a meeting in February 2020. Please see "Compensation Discussion and Analysis—Other Compensation Practices—Consideration of Risk in Setting Executive Compensation" for a discussion of design elements intended to mitigate excessive risk-taking by our executive officers.

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Board Meetings and Annual Meeting Attendance

        Directors are expected to attend Board meetings, meetings of committees on which they serve and the Annual Meeting of Stockholders. During the year ended December 31, 2019, the Board of Directors held eleven meetings. All directors who were members of the Board of Directors in 2019 attended at least 75% of the meetings of the Board and any Board committees of which they were members. Each of our directors attended our 2019 Annual Meeting of Stockholders.

Board Committees

        The Board of Directors has established three standing committees: the Audit Committee, the Compensation Committee and the NGEPP Committee. These committees help the Board of Directors fulfill its responsibilities and assist the Board of Directors in making informed decisions. Each committee operates pursuant to a written charter, each of which is available on our website at www.wpxenergy.com, and evaluates its charter and conducts a committee performance evaluation annually.

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        The directors serve on the committees as set forth below.

Audit Committee

        The Audit Committee consists of Messrs. Carrig (Chair) and Kurz and Ms. Williams, each of whom is an independent director under the NYSE listing standards and the rules and regulations of the SEC and each of whom is financially literate. The Board of Directors has determined that each of Messrs. Carrig and Kurz and Ms. Williams has accounting or related financial management expertise and is qualified as an "audit committee financial expert" as defined by the rules and regulations of the SEC. You should understand that these designations are disclosure requirements of the SEC and the NYSE relating to the members' experience and understanding of accounting and auditing matters. These designations do not affect the obligations or liability of Board or Audit Committee members generally. The Audit Committee is responsible for overseeing our accounting and financial reporting processes and audits of our financial statements, public disclosure and compliance activities and for the selection and retention of the independent registered public accounting firm. The Audit Committee held eight meetings in 2019.

Compensation Committee

        The Compensation Committee consists of Messrs. Lentz (Chair) and Herdman, and Ms. Lubel, each of whom is an independent director under the NYSE listing standards and the rules and regulations of the SEC and each of whom meets the definition of an outside director under the Internal Revenue Code of 1986, as amended (the "IRC"). The Compensation Committee is responsible for overseeing the design and implementation of strategic executive compensation programs that promote the attraction, retention, and appropriate reward of executive officers and are designed to motivate the Company's executive officers toward the achievement of business objectives and to align the executive officers' focus with the long-term interest of the stockholders. The Compensation Committee also makes recommendations to the Board regarding the compensation of our Chief Executive Officer and assists the Board in fulfilling its responsibility to oversee the establishment and administration of the Company's compensation programs, including incentive compensation, equity-based plans, and related matters for employees subject to Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Compensation Committee also monitors compliance by directors and the executive officers with the Company's stock ownership guidelines. The Compensation Committee held six meetings in 2019.

Nominating, Governance, Environmental & Public Policy Committee

        The Nominating, Governance, Environmental & Public Policy Committee, or "NGEPP Committee," consists of Messrs. Kindick (Chair) and Work and Ms. Lubel, each of whom is an independent director under the NYSE listing standards and the rules and regulations of the SEC. The NGEPP Committee's duties include indentifying and recommending qualified individuals to be proposed as nominees for election to the Board at the annual meeting of stockholders and developing, reviewing annually and recommending to the Board changes to our Corporate Governance Guidelines. The NGEPP Committee also reviews the size and composition of the Board and its committees and recommends any changes to the Board, establishes a process for and assesses director independence and oversees the evaluation of the Board and its committees.

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        In addition, following an amendment to its charter that the Board approved in February 2019, the NGEPP Committee assists the Board in its oversight of environmental, safety and public policy matters, including among other responsibilities:

•

Oversee management's monitoring and enforcement of the Company's policies to protect the health and safety of employees, contractors, customers and the public;



•

Oversee management's monitoring and enforcement of the Company's policies to protect the environment;



•

Review emerging political, social and environmental trends and major global legislative and regulatory developments or other public policy issues that may affect the Company and its operations;



•

Oversee the Company's policies and practices promoting diversity and inclusion, as well as the Company's human and workplace rights and policies; and



•

Review the Company's policy advocacy efforts, including all political contributions, to confirm alignment with Company policies and values.

        The NGEPP Committee held four meetings in 2019.

Communications with the Board of Directors

        Any stockholder or other interested party may communicate with our directors, individually or as a group, the Lead Director, or the independent directors as a group, by contacting our Corporate Secretary or the Chairman of the Board. The contact information is maintained on the Investor Relations page of our website at www.wpxenergy.com.

The current contact information is as follows:

WPX Energy, Inc.
3500 One Williams Center
Tulsa, Oklahoma 74172
Attn: Corporate Secretary

        We will forward communications to the relevant director(s) unless the communications are of a personal nature or not related to the duties and responsibilities of the Board of Directors, including, without limitation, junk mail, mass mailings, business solicitations, spam, surveys and routine product or business inquiries.

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EXECUTIVE COMPENSATION

Executive Summary

        After our multi-year transformation of WPX, our oil-prone positions in the Delaware (Permian) and Williston Basins now form the foundation of WPX. Our acreage positions in each of these basins contain some of the top geology in the plays and in North America. Notable achievements include:

•

Establishment of new 5-year vision/goals, presented to investors during third quarter webcast;



•

WPX shares closed 2019 up 21% (compared to an average of down 13% for our peer group);



•

Monetizing equity positions in two midstream investments resulting in $500 million in proceeds from investments of $125 million and retiring debt with the majority of these proceeds;



•

Began executing a share repurchase program;



•

Announcing the acquisition of Felix Energy, one of the highest quality Delaware Basin operators, which closed on March 6, 2020;



•

Issuing senior debt in September 2019 using the proceeds to conduct tender offers for our outstanding senior notes, resulting in the reduction of our year over year cash interest expense of $4 million and extending debt maturities; and



•

Completing a second 200 MMcf/d cryogenic processing train at a joint venture gas plant.

        Our 2019 annual incentive metrics—Adjusted EBITDAX, Production Growth per Debt Adjusted Share, Development Cost, Controllable Costs, Environmental and Safety, and a Discretionary component—effectively incented our executive officers to focus on the strategic imperatives to deliver improved shareholder return. Our executive management team successfully continued our Company's transformation to a focus on oil production. Our strategic imperatives include:

•

Financial discipline;



•

Operational excellence;



•

Value creation and recognition; and



•

Cultivating our talent.

        Under our Annual Incentive Plan ("AIP"), we awarded 159.8% of target based upon performance against pre-defined metrics, the Environmental and Safety and the Discretionary components. See "Annual Cash Incentive" for additional information about the annual incentive metrics and how the award was calculated.

        Our long-term incentive plan provides that awards will vest at 200% of target if our TSR, the metric used to measure performance, is first or second among our peer group. Regardless of where our TSR falls relative to the peer companies, payout is capped at 100% if our absolute TSR is negative over the three-year performance period. Our TSR of negative 19.3% for the three-year period from 2017-2019 was second in our peer group. Placing second in our peer group would normally result in a 200% payout for our performance-based RSUs; however, because absolute TSR was negative, the payout for the 2017 performance-based RSUs was capped at 100% of target. See "Vesting of 2017 Performance-Based RSUs" for additional information about this award.

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Compensation Discussion and Analysis

        Our executive compensation program includes several features designed to align the interests of our executive officers with the interests of our stockholders:

•

The majority of compensation paid to our CEO and our President & COO is performance-based;



•

We use a balanced approach to performance metrics to focus all executive officers on executing our strategy while discouraging excessive risk-taking;



•

Our stock ownership guidelines require our executive officers to have a significant stake in our long-term success and align their interests with stockholder interests;



•

The Compensation Committee (the "Committee") regularly reviews overhang levels and the annual run rate;



•

Our recoupment policy requires recovery of all performance-based incentive payments from executive officers found to be responsible for fraud or intentional misconduct that results in a significant restatement of our financial results as well as recoupment from all other executive officers of any amounts paid in excess of the award that would have been paid based on the restated financial results;



•

Our change-in-control agreements have a "double trigger" for cash payments, equity awards, and other benefits so they are not triggered solely on a change-in-control;



•

We provide very limited perquisites to our Named Executive Officers ("NEOs");



•

The Committee engages an independent compensation consultant to provide competitive market data for our executive officers and to lead discussions on trends within our industry; and



•

When making compensation decisions, the Committee uses tally sheets to consider total outstanding equity value and estimates of amounts that would be paid in various termination scenarios.

        In addition, we have adopted policies and provisions to ensure we do not engage in practices that could be detrimental to stockholders:

•

Our performance-based RSU program prohibits payouts in excess of 100% of target if absolute TSR is negative, regardless of the ranking of our TSR relative to peers;



•

We do not provide employment contracts to any of our executive officers;



•

We do not provide gross-ups to cover personal income taxes that pertain to severance benefits or the limited perquisites we offer;



•

Our insider trading policy prohibits short sales of our common stock and the use of equivalent derivative securities by our directors and executive officers;



•

We do not permit our non-employee directors or executive officers to engage in margin trading of our stock;



•

Our anti-pledging policy prohibits our directors or executive officers from holding our common stock in a margin account or pledging our common stock as collateral for a loan; and



•

Our incentive plan prohibits the repricing of stock options without stockholder approval.

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Compensation Philosophy

        We provide a competitive total rewards program designed to attract, engage, reward, and retain highly effective executive officers to deliver on our business plan and drive results that increase stockholder value. We intend to maintain compensation programs that are in the best interest of WPX and our stockholders while rewarding our executive officers through a pay mix that balances short- and long-term performance and discourages excessive risk-taking. Establishing the proper compensation mix is critical to our pay-for-performance approach in engaging executive officers to carry out our business strategy.

        The Committee believes pay for our executive officers should emphasize performance-based rewards and the use of equity. Performance-based compensation, which includes the AIP and performance-based RSUs, comprises a major portion of our executive compensation, while base salary is a much smaller percentage. Equity, which directly aligns our executives' interests with those of our stockholders, comprises a much greater portion of compensation to our NEOs than cash compensation.

        We implement our compensation philosophy by:

•

Making a majority of our CEO's and of our President & COO's pay performance-based, subject to increase when we exceed performance targets and reduction when we do not achieve performance targets;



•

Tying pay to performance metrics that encompass both short-and long-term goals and encourage profitable growth while discouraging excessive risk-taking; and



•

Delivering a majority of compensation in the form of equity, which directly ties the interests of our NEOs to stockholders and causes the value of their compensation to vary based upon our stock price.

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Determination of Total Compensation

Role of the Committee and Board of Directors

        The Committee oversees the design and implementation of our compensation programs, including approving performance metrics and goals for our annual and long-term incentives, and approves compensation for the NEOs, except for the CEO. For the CEO's compensation, the Committee makes recommendations to the independent members of the Board of Directors, which has responsibility for approving the CEO's compensation. The Committee makes decisions with respect to executive officer compensation based on the following factors:

•

The performance of each executive officer and the value of the role to WPX;



•

Market data from our peer group and the broader E&P industry;



•

Internal pay equity considerations, such as relative scope of responsibility of each position;



•

Input from the CEO (for executive officers other than himself); and



•

Input from the Committee's independent compensation consultant.

        Throughout this Compensation Discussion and Analysis, when references are made to decisions about the CEO's compensation, those decisions were made by the independent members of the Board of Directors after considering the recommendation of the Committee.

Consideration of 2019 Stockholder Advisory Vote to Approve 2018 Executive Compensation

        In 2019, we received a favorable advisory vote on our executive compensation program, with approximately 97.3% percent of the Company's shares represented and eligible to vote at the annual stockholders meeting voting in favor of the executive compensation program. The Committee did not change its approach in 2019 based on the results of the advisory vote. The Committee will continue to monitor and consider the outcome of the annual advisory vote on our executive compensation program when making decisions for our executive officers.

Role of the Committee's Independent Compensation Consultant

        The Committee retains an independent consultant, FW Cook, to advise on executive and director compensation matters, assess total compensation levels and elements of pay for executive officers, evaluate competitive compensation trends, and identify an appropriate peer group for executive compensation planning. In addition, the independent compensation consultant manages the process by which the Board of Directors evaluates the CEO's performance. The Committee meets with its independent consultant within and outside the presence of management and has the sole authority to retain and terminate its independent consultant, including sole authority to approve its fees and retention terms. FW Cook provides no other services to WPX and does not perform any work for management.

        Consistent with the requirement in the Committee's charter, the Committee annually reviews the independence of its compensation consultant considering the factors set forth in the NYSE listing standards. For 2019, the Committee found that FW Cook continues to meet the NYSE listing standards for independence.

Role of Management and Executive Officers

        Although management provides input to the Committee as it sets performance metrics and goals for our annual and long-term incentives, management does not set compensation for our executive officers. Our CEO provides his evaluation of the performance of the executive officers that report to him and makes compensation recommendations to the Committee, which then determines

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compensation for these executive officers. Our CEO also provides an assessment of his own performance to both the Committee and the Board of Directors but does not participate in the process of setting his own compensation.

Competitive Positioning

        The Committee makes decisions about the appropriate mix between fixed and variable pay and between cash and equity. The Committee makes these decisions in the context of the competitive market for executive talent, while also considering how each element of pay furthers the objectives of our compensation program. To evaluate this market, the Committee, with the advice and assistance of its independent compensation consultant, considers proxy data, survey data both from a designated group of peer companies and from a broader group of E&P companies.

        With input from its independent compensation consultant, the Committee used the following selection criteria to identify our group of peer companies:

•

Oil & Gas E&P companies;



•

Scale in terms of enterprise value with additional consideration given to asset size, market capitalization, revenue and total production;



•

Whether the company is a competitor for business, investor capital, or executive talent;



•

Whether the company has a similar corporate structure focused on horizontal drilling using hydraulic fracturing technology in either multiple basins or a single basin strategic to our business; and



•

Whether the company has a similar commodity mix.

        Using these criteria, in July 2019 the Committee identified the companies listed below as the peer group for executive compensation market evaluations for 2020. This group reflects the acquisitions of two members of the peer group used for the 2019 market evaluations—Energen Corporation and Newfield Exploration Company—and the addition of two new peers—Devon Energy and Marathon Oil Corp.—which both have profiles similar to WPX.

        Our methodology for selecting peer companies has resulted in including some companies that are both smaller and larger than we are. The Committee has determined it is important to include these companies in the peer group because we compete directly with them for both business and talent and because of their influence on the market for executive talent in the E&P industry.

        The Committee evaluates the companies comprising the peer group annually and makes changes as necessary to ensure WPX is using an appropriate group of companies.

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Use of Tally Sheets and Wealth Accumulation Analysis

        When making executive compensation decisions, the Committee reviews comprehensive tally sheet information for each of our executive officers. These tally sheets are prepared by management and reviewed by the Committee's independent compensation consultant. The tally sheets quantify the elements of each executive officer's total compensation, including total outstanding equity and estimates of amounts that would be paid in the event of a change-in-control and other termination scenarios.

Elements of our Compensation Program

        Our 2019 executive compensation program included the following four elements. Each element is designed to achieve a specific objective that, when balanced with the other elements, achieves our pay-for-performance philosophy and aligns the interests of our executives with our stockholders.

        In allocating among the elements of our compensation program, the Committee evaluates market data while also considering our compensation philosophy. See "Compensation Philosophy" for a discussion of how the Committee implements this philosophy.

        Although base salary and annual cash incentives are important components of an executive officer's total compensation, equity is the most significant element. For the CEO, long-term incentives make up 78% of his 2019 target total direct compensation ("TTDC"). For other NEOs, on average, long-term incentives are 70% of TTDC.

Base Salary

        Attracting and retaining talent with a competitive base salary is the first building block of our compensation program. Our base salaries are intended to help attract highly qualified candidates and provide a stable source of income so our executive officers can focus on day-to-day job responsibilities.

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        The Committee typically sets base salary levels for our executive officers in February of each year. Based upon market data, the Committee approved modest base salary increases for all of our NEOs. Base salaries for 2019 were:

Annual Cash Incentive

        Our executive officers are eligible for cash incentives each year under our AIP. The AIP represents 12% of our CEO's TTDC and 14% of TTDC for our other NEOs. The AIP is designed to focus executive officers on achieving the annual business plan linked to our strategy. Execution against the annual plan is important to drive longer-term stockholder value by creating financial strength, managing costs, and investing in projects that will deliver future value. We employ balanced performance metrics to further specific objectives of our strategy, such as achievement of plan, cost management, cash flow, capital efficiency, and safety.

        For 2019, the Committee set the AIP performance metrics as Adjusted EBITDAX, Production Growth per Debt Adjusted Share, Development Cost, Controllable Costs, Environmental and Safety and a Discretionary component. The objective, definition, and relative weighting of each of the 2019 AIP performance metrics is as follows:

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        The Board of Directors engages in a rigorous process each year when setting the annual business plan. The Committee then considers the annual business plan when setting the AIP targets. Because we

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used aggressive assumptions when we developed the 2019 annual business plan, the Committee believed setting AIP targets to the annual business plan ensured a sufficient level of difficulty so that achieving the goals would generate stockholder value creation. The assumptions in the annual business plan included:

•

Oil trading at $50 per barrel and natural gas trading at $3 per MMBtu; and



•

Five rigs in the Permian Basin and three rigs in the Williston Basin.

        The table below shows the threshold, target, and maximum payout levels for each performance metric, as well as actual performance results against the four quantifiable metrics.

        The Committee determined the actual AIP awards to be paid to the NEOs based on:

•

Performance against targets for the four formulaic performance metrics in the table above;



•

The Committee's assessment of the Company's overall performance and attainment of critical objectives as reflected in the Environmental and Safety metrics and Discretionary metrics (see below); and



•

Individual performance of each executive, though no adjustments for individual performance were made in 2019.

        In evaluating the performance of the NEOs in order to set the award payout percentage for the Discretionary and Environmental & Safety components, the Committee considered financial and operational accomplishments during the year. Highlights of these accomplishments include:

•

Establishment of new 5-year vision/goals, presented to investors during third quarter webcast;



•

WPX shares closed 2019 up 21% (compared to an average of down 13% for our peer group);



•

Monetizing equity positions in two midstream investments resulting in $500 million in proceeds from investments of $125 million and retiring debt with the majority of these proceeds;



•

Began executing a share repurchase program;



•

Announcing the acquisition of Felix Energy, one of the highest quality Delaware Basin operators, which closed on March 6, 2020;

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•

Issuing senior debt in September 2019 using the proceeds to conduct tender offers for our outstanding senior notes, resulting in the reduction of our year over year cash interest expense of $4 million and extending debt maturities;



•

Completing a second 200 MMcf/d cryogenic processing train at a joint venture gas plant;



•

Reduced flaring rate by 50% in 2019 vs. 2018 in the Delaware Basin;



•

Expanded our drone program to eight certified pilots to digitize our surface assets in the Williston Basin, which will enhance our inspection for fugitive emissions;



•

Recycled 16.1 million barrels of produced water in 2019 in the Delaware Basin, an increase of 57% vs. 2018;



•

Handled more than 188 million barrels of oil and water across our Williston and Delaware Basin systems in 2019, with a spill prevention rate of 99.988%; and



•

Five recordable employee injuries in 2019 across more than 1.5 million hours worked.

        Based upon these factors, the Committee approved the following 2019 AIP award payouts to the NEOs.