(Mark One)
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ý
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2017
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Or
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from ________ to ________
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Minnesota
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95-3848122
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(
State or Other Jurisdiction of Incorporation or Organization
)
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(I.R.S. Employer Identification No.)
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Title of Each Class
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Name of Each Exchange On Which Registered
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Common Stock, $0.001 par value
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NYSE American
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Large Accelerated Filer
¨
Accelerated Filer
x
Non-Accelerated Filer
¨
(Do not check if a smaller reporting company)
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Smaller Reporting Company
¨
Emerging Growth Company
¨
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Page
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Explanatory Note
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Part III
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Directors, Executive Officers and Corporate Governance
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Executive Compensation
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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Certain Relationships and Related Transactions, and Director Independence
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Principal Accountant Fees and Services
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Part IV
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Exhibits
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Name
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Age
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Position(s)
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Bahram Akradi
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56
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Director, Chairman of the Board
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Lisa Bromiley
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45
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Director
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Michael Frantz
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32
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Director
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Robert Grabb
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65
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Director
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Delos Cy Jamison
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68
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Director
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Jack King
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65
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Director
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Michael Popejoy
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63
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Director
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•
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Mr. Akradi
has extensive experience as a chief executive officer, president and chairman, and provides us with strong leadership as well as expertise in the areas of strategy, financial structuring and capital markets. In addition, Mr. Akradi brings the benefit of a significant shareholder to the board.
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•
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Ms. Bromiley
has extensive experience as a financial executive and leader within various companies across the oil and gas industry. Ms. Bromiley provides expertise in the areas of financial reporting, accounting, capital markets, internal controls and corporate governance.
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•
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Mr. Frantz
has valuable experience in business and financing and brings the benefit of a significant stakeholder to the board, as well as institutional knowledge in the oil and gas industry, through his involvement with TRT Holdings.
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•
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Mr. Grabb
is a registered petroleum geologist with over 30 years of experience in the oil and gas industry. Mr. Grabb provides both geological and industry expertise as it relates to our exploration prospects and drilling programs.
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•
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Mr. Jamison
has extensive business and governmental experience in the areas of land management and mineral rights that brings a unique perspective to our board of directors.
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•
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Mr. King
has over 30 years of experience in the oil and gas industry. Mr. King provides expertise in the areas of evaluating, acquiring and managing oil and gas interests, as well as our exploration prospects.
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•
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Mr. Popejoy
has extensive experience in the oil and gas industry and brings the benefit of a significant stakeholder to the board through his involvement with TRT Holdings.
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Name
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Age
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Positions
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Brandon Elliott
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46
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Interim President; Executive Vice President, Corporate Development and Strategy
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Chad Allen
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36
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Interim Chief Financial Officer; Chief Accounting Officer
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Erik Romslo
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40
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Executive Vice President, General Counsel and Secretary
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Name
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Audit Committee
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Compensation Committee
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Nominating Committee
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Independent Directors
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Bahram Akradi
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✓
+
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Lisa Bromiley
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✓*
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✓*
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✓
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Michael Frantz
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✓
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Robert Grabb
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✓
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✓
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✓
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Delos Cy Jamison
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✓
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✓
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✓
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Jack King
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✓
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✓*
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✓
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Michael Popejoy
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✓
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✓
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*
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Denotes committee chairperson.
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+
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Mr. Akradi has served as lead independent director since December 2017 and chairman of the board of directors since January 2018.
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Thomas Stoelk
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Former Interim Chief Executive Officer & Chief Financial Officer; (resigned his employment effective January 31, 2018)
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Brandon Elliott
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Interim President (effective January 31, 2018); Executive Vice President, Corporate Development & Strategy
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Erik Romslo
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Executive Vice President, General Counsel & Secretary
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•
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Attract and retain key executives responsible not only for our continued growth and profitability, but also for ensuring proper corporate governance and carrying out the goals and plans of our company;
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•
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Motivate management to enhance long-term stockholder value and to align our executives’ interests with those of our stockholders;
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•
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Correlate a portion of management’s compensation to measurable financial and operating performance;
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•
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Evaluate and rate performance relative to the existing market conditions during the measurement period; and
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•
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Set compensation and incentive levels that reflect competitive market practices.
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•
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base salaries;
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•
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annual short-term incentive program;
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•
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long-term equity-based incentive compensation;
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•
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retirement, health and welfare benefits;
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•
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perquisites; and
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•
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severance/change of control arrangements.
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Performance Levels
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2017 Performance Goals
(equally weighted)
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Threshold
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Target
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Maximum
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Actual Company Performance
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Bonus Paid for
Achievement
(% of Annual Salary)
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Growth in Proved Reserves (Debt- and Price-Adjusted)
(1)
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10
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%
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20
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%
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30
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%
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14.6
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%
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12.14
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%
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Year-end Net Debt / 2017 Adjusted EBITDA
(2)
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4.5x
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4.0x
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3.5x
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6.1x
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—
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%
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Absolute TSR
(3)
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10
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%
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20
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%
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30
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%
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(42
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)%
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—
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%
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12.14
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%
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(1)
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Percentage increase in year-end PV10 of proved reserves less net debt, 2017 compared to 2016, holding commodity pricing constant at 2016 year-end levels.
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(2)
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Ratio of 2017 year-end net debt to 2017 Adjusted EBITDA.
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(3)
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Percentage increase in the company’s average closing price for the last 20 trading days of the year, 2017 compared to 2016.
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•
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The first half of the program consisted of a performance equity award to each executive officer with a maximum award value of 150% of 2016 annual base salary. The actual value of restricted stock awards to be earned under this portion of the program was dependent upon our company’s 2016 total shareholder return (“TSR”) relative to the 2016 peer group selected by the compensation committee. If the company’s 2016 TSR was equal to or greater than the 2016 TSR of at least 25%, 50% or 75% of the companies in the peer group, each executive would be entitled to a restricted stock award with a value equal to 50%, 100% or 150%, respectively, of 2016 annual base salary.
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•
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The second half of the program was left in the full discretion of the compensation committee to determine for each executive officer, based on any factors it deemed relevant, a potential additional restricted stock award with a maximum award value of 150% of 2016 annual base salary.
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•
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The first half of the program consisted of a performance equity award to each participating executive officer. The actual value of any restricted stock award to be earned under this portion of the program was dependent upon two factors: (i) our company’s 2017 TSR on an absolute basis (the “Absolute TSR Metric”), and (ii) our company’s 2017 TSR relative to the 2017 peer group selected by the compensation committee (the “Relative TSR Metric”). Each metric was equally weighted at 50%, and each represented a stand-alone bonus opportunity, with threshold level performance resulting in 50% of the bonus opportunity, target level performance resulting in 100% of the bonus opportunity and maximum level performance resulting in 150% of the bonus opportunity (with incremental payout available for performance between threshold and target, or between target and maximum). This was structured such that, on a combined basis, the award could not payout above “target” unless the company’s absolute TSR for 2017 was at least 20%. The applicable performance targets for each metric, and the company’s achievement relative thereto for 2017, are summarized in the following table:
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Performance Levels
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2017 Performance Goals
(equally weighted)
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Threshold
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Target
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Maximum
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Actual Company Performance
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Bonus Paid for
Achievement
(% of Annual Salary)
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Absolute TSR Metric
(1)
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20
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%
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30
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%
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40
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%
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(42
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)%
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—
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%
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Relative TSR Metric
(2)
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30
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%
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60
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%
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90
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%
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36.36
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%
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30.3
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%
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30.3
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%
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(1)
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Percentage increase in the company’s average closing price for the last 20 trading days of the year, 2017 compared to 2016.
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(2)
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Percentile performance, relative to the 2017 peer group selected by the compensation committee, in absolute TSR.
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•
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The second half of the program was left in the full discretion of the compensation committee to determine for each executive officer, based on any factors it deemed relevant, a potential additional restricted stock award with a maximum award value of 150% of 2017 annual base salary.
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Lisa Bromiley (Chair)
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Jack King
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Mike Popejoy
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Name and Principal Position
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Year
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Salary
($)
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Bonus
($)
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Stock Awards
($)
(4)
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Non-Equity Incentive Plan Compensation
($)
(7)
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All Other Compensation
($)
(8)
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Total Compensation
($)
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Thomas Stoelk
(1)
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2017
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515,000
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403,853
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(5)
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—
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63,581
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982,434
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Interim CEO & CFO
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2016
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508,333
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250,000
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(3)
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2,671,349
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508,333
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62,099
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4,000,114
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2015
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495,000
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1,370,955
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643,500
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62,574
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2,572,029
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Erik Romslo
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2017
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325,000
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167,960
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(6)
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50,000
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56,286
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599,246
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EVP, General Counsel & Secretary
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2016
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321,533
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755,911
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321,533
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54,608
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1,453,585
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2015
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314,600
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871,319
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330,330
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56,906
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1,573,155
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Brandon Elliott
(2)
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2017
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286,000
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—
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35,000
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52,516
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373,516
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Interim President; EVP, Corp. Development & Strategy
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2016
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275,000
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366,667
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226,875
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50,854
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919,396
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2015
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275,000
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761,639
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288,750
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52,744
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1,378,133
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(1)
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Mr. Stoelk resigned his employment with the company in January 2018. He had served as Interim CEO since August 2016, and as CFO since December 2011.
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(2)
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Mr. Elliott assumed the Interim President position in January 2018, in addition to his role as EVP, Corporate Development & Strategy that he has held since January 2013.
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(3)
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Mr. Stoelk was awarded $250,000 of supplemental compensation for 2016 in recognition of his increase in duties with his assumption of the interim CEO position.
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(4)
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Amounts in the Stock Awards column reflect the aggregate grant date fair value of awards granted during the applicable year. Grant date fair values are computed in accordance with FASB ASC Topic 718 utilizing assumptions discussed in Note 6 to our financial statements for the fiscal year ended December 31, 2017 included in our Annual Report on Form 10-K for fiscal year 2017.
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(i)
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performance equity awards granted in 2017 under the 2017 long-term equity incentive program for executive officers, or the “2017 Performance Equity Awards” (see “
Compensation Discussion and Analysis-2017 Long-Term Equity Incentive Program
” above), and
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(ii)
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for Mr. Stoelk, the 2017 annual tranche of his restricted stock award subject to performance-based vesting that was originally granted to him in connection with entering into his most recent employment agreement, or the “Employment Agreement Performance-Based Grants” (see note 3 to the “
Grants of Plan-Based Awards
” table below).
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(5)
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The Stock Awards amount reported for Mr. Stoelk in 2017 consists of the following:
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Purpose
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Grant Date
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Restricted Shares
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Vesting
Period
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Grant Date Fair Value ($)
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2017 Performance Equity Award
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3/30/2017
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n/a
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4 Years
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266,152
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Employment Agreement Performance-Based Grant
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3/30/2017
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85,383
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1 Year
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137,701
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(6)
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The Stock Awards amount reported for Mr. Romslo in 2017 consists of the following:
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Purpose
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Grant
Date
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Restricted
Shares
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Vesting
Period
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Grant Date Fair
Value ($)
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2017 Performance Equity Award
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3/30/2017
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n/a
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4 Years
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167,960
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(7)
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The Non-Equity Incentive Plan Compensation amounts reported for 2017 represent the year-end cash bonuses paid to each executive officer under the 2017 short-term incentive program. See “
Compensation Discussion and Analysis-Annual Short-Term Incentive Program
” above.
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(8)
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The All Other Compensation amounts reported for 2017 include the following: (i) for Mr. Stoelk, 401(k) contributions by the company of $45,600 and vehicle perquisites of $17,560; (ii) for Mr. Romslo, 401(k) contributions by the company of $36,000 and vehicle perquisites of $20,005; and (iii) for Mr. Elliott, 401(k) contributions by the company of $36,000 and vehicle perquisites of $16,282.
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Estimated Possible Payouts Under Non-Equity Incentive Plan Awards
(1)
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Estimated Possible Payouts Under
Equity Incentive Plan Awards
(2)
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All Other Stock Awards:
Number of Shares of Common
Stock
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Grant Date
Fair Value of Stock Awards
($)
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|||||||||||||||
Name
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Grant
Date
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Threshold
($)
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Target
($)
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Maximum
($)
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Threshold
($)
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Target
($)
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Maximum
($)
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||||||||||
Thomas Stoelk
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257,500
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515,000
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1,030,000
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||||
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3/30/2017
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257,500
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515,000
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772,500
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266,152
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(4)
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|||
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3/30/2017
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—
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85,383
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(*)(3)
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128,074
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(*)(3)
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137,701
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(5)
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|||
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|||||||
Erik Romslo
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162,500
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325,000
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650,000
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||||
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3/30/2017
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162,500
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325,000
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487,500
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|
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167,960
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(4)
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(1)
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Amounts in these columns assume achievement of all “threshold,” “target” or “maximum” quantitative performance goals, respectively, under the quantitative portion of the 2017 short-term incentive program. As to the discretionary portion of the 2017 short-term incentive program, amounts in these columns assume the compensation committee would have set awards at “threshold,” “target” or “maximum” levels, respectively, if all “threshold,” “target” or “maximum” quantitative goals were achieved. See “
Compensation Discussion and Analysis-Annual Short-Term Incentive Program
” above.
|
(2)
|
Except for the amounts described in note 3 to this table below, amounts in these columns reflect the potential values of the performance equity awards under the first half of the 2017 long-term equity incentive program, assuming the company achieved all “threshold,” “target” or “maximum” performance goals, respectively. The number of restricted shares earned by Mr. Romslo in respect thereof was calculated by dividing the earned value by the closing price of the company’s common stock on the date of compensation committee determination of actual performance relative to the performance goal in early 2018, and such restricted shares are scheduled to vest in three equal annual installments thereafter. Mr. Stoelk resigned his employment with the company prior to the determination of awards payable under this program, and therefore did not receive any restricted shares thereunder. See “
Compensation Discussion and Analysis-2017 Long-Term Equity Incentive Program
” above.
|
(3)
|
Reflects only one tranche of vesting (subject to the 2017 annual performance period under the award) of a restricted stock award granted to Mr. Stoelk subject to performance-based vesting. The full award contained four annual tranches of vesting, each subject to its own annual performance period (calendar years 2016-2019). The remaining unvested portion of this award was forfeited when Mr. Stoelk resigned his employment with the Company in January 2018. Prior to his resignation, each tranche had the potential to vest following the completion of the applicable performance period, on the date when the compensation committee certified the level of relative TSR achieved by the company for such performance period. The number of shares to vest each year was dependent upon the company’s relative TSR for the applicable performance period, compared to a group of peers selected annually by the compensation committee, with zero percent of that year’s tranche vesting for relative TSR performance below the 50th percentile, 100 percent vesting for relative TSR performance from the 50th percentile up to the 75th percentile, and 150 percent vesting for relative TSR performance at or above the 75th percentile. As a result, each tranche could have resulted in the vesting of 0 shares, 85,383 shares or 128,074 shares. Because the compensation committee did not take action to select the peer group applicable to any annual performance period until the year in question, there was no grant date fair value in 2017 attributable to the shares that could have vested in connection with the 2018-2019 annual performance periods. See “
Compensation Discussion and Analysis-Employment Agreements
” above.
|
(4)
|
Grant date fair value of performance equity awards under the 2017 long-term equity incentive program, based on the probable outcome of the performance condition as of the grant date. See “
Compensation Discussion and Analysis-2016 Long-Term Equity Incentive Program
” above.
|
(5)
|
Grant date fair value of the 2017 annual tranche of vesting under a restricted stock award subject to performance-based vesting, based on the probable outcome of the performance condition as of the grant date. See note 3 to this table, above.
|
|
|
Stock Awards
|
|
||||||||||||
Name
|
|
Number of
Shares That
Have Not
Vested
|
|
Market Value
of Shares That
Have Not
Vested
(1)
|
|
Equity Incentive
Plan Awards:
Number of
Unearned
Shares That
Have Not Vested
|
|
Equity Incentive
Plan Awards:
Market Value of
Unearned Shares
That Have Not
Vested
(1)
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|
||||||
Thomas Stoelk
|
|
622,803
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|
(2)
|
$
|
1,276,746
|
|
|
170,765
|
|
(5)
|
$
|
525,101
|
|
(6)
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Erik Romslo
|
|
266,578
|
|
(3)
|
$
|
546,485
|
|
|
—
|
|
|
$
|
—
|
|
|
Brandon Elliott
|
|
178,633
|
|
(4)
|
$
|
366,198
|
|
|
—
|
|
|
$
|
—
|
|
|
(1)
|
The values in these columns are based on the $2.05 closing price of our common stock on the NYSE American on December 29, 2017, the last trading day of 2017.
|
(2)
|
Consists of restricted common stock granted to Mr. Stoelk, subject to time-based vesting, which as of December 31, 2017 (prior to his resignation) were scheduled to vest as follows: (i) 40,364 shares on March 1, 2018, (ii) 135,992 shares on March 15, 2018, (iii) 85,383 shares on April 8, 2018, (iv) 135,991 shares on March 15, 2019, (v) 85,382 shares on April 8, 2019, (vi) 54,309 shares on March 15, 2020, and (vii) 85,382 shares vest on April 8, 2020.
|
(3)
|
Consists of restricted common stock granted to Mr. Romslo, subject to time-based vesting, of which (i) 25,653 shares vest on March 1, 2018, (ii) 73,287 shares vest on March 15, 2018, (iii) 20,000 shares vest on April 8, 2018, (iv) 73,287 shares vest on March 15, 2019, (v) 20,000 shares vest on April 8, 2019, (vi) 34,351 shares vest on March 15, 2020, and (vii) 20,000 shares vest on April 8, 2020.
|
(4)
|
Consists of restricted common stock granted to Mr. Elliott, subject to time-based vesting, of which (i) 22,424 shares vest on March 1, 2018, (ii) 63,415 shares vest on March 15, 2018, (iii) 63,414 shares vest on March 15, 2019, and (iv) 29,380 shares vest on March 15, 2020.
|
(5)
|
Consists of restricted common stock originally granted to Mr. Stoelk on April 8, 2016, subject to performance-based vesting. The award contained four annual tranches of vesting, each subject to its own annual performance period (calendar years 2016-2019). Unlike the presentation of this award in the
“Summary Compensation Table”
and
“Grants of Plan Based Awards”
table above, the presentation in this table includes all shares outstanding under the award as of December 31, 2017, covering the two remaining annual tranches of potential vesting (2018 and 2019). Each annual tranche had the potential to vest following the completion of the applicable performance period, on the date when the compensation committee certified the level of relative total shareholder return (TSR) achieved by the company for such performance period. The number of shares vesting each year was to be dependent upon the company’s relative TSR for the applicable performance period, compared to a group of peers selected annually by the compensation committee, with zero percent of that year’s tranche vesting for relative TSR performance below the 50th percentile, 100 percent vesting for relative TSR performance from the 50th percentile up to the 75th percentile, and 150 percent vesting for relative TSR performance at or above the 75th percentile. As a result, each tranche could have resulted in the vesting of 0 shares, 85,383 shares or 128,074 shares. For both 2016 and 2017, the company’s relative TSR was below the 50
th
percentile, and as a result the first two tranches of shares were forfeited. The 170,765 shares reflected in the table is equal to the 341,530 restricted shares initially outstanding under the award, less the 170,765 total shares forfeited for the 2016 and 2017 annual performance periods, and would have covered vesting at the 100 percent level for the two remaining annual tranches. However, the remaining unvested portion of this award was forfeited when Mr. Stoelk resigned his employment with the Company in January 2018.
|
(6)
|
This dollar value reflects no vesting for the first two annual tranches (2016 and 2017) of this performance-based restricted stock award (which is what actually occurred), and maximum vesting at the 150 percent level for the two remaining annual tranches (2018 and 2019), which would have resulted in the future issuance to Mr. Stoelk of 85,382 more shares in addition to the 170,765 shares outstanding under the award as of December 31, 2017, for a total of 256,147 shares. See note 5 to this table, above, for additional information.
|
|
|
Stock Awards
|
|||||
Name
|
|
Number of Shares
Acquired on Vesting
|
|
Value Realized
on Vesting
(1)
|
|||
Thomas Stoelk
|
|
221,041
|
|
|
$
|
587,479
|
|
Erik Romslo
|
|
91,394
|
|
|
$
|
250,697
|
|
Brandon Elliott
|
|
69,552
|
|
|
$
|
197,599
|
|
(1)
|
Value based on the closing price of our common stock on the NYSE American on each applicable vesting date.
|
Name and
Payments/Benefits
|
|
Change in
Control
|
|
Involuntary
Termination
(1)
|
|
Involuntary
Termination
Within 24 Months
After a Change in
Control
|
|
Change in Control
Within 12 Months
After an
Involuntary
Termination
|
||||
Thomas Stoelk
|
|
|
|
|
|
|
|
|
||||
Cash ($)
|
|
1,584,221
|
|
|
1,069,221
|
|
|
—
|
|
|
—
|
|
Stock Vesting ($)
(2)
|
|
1,626,814
|
|
|
1,626,814
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
||||
Erik Romslo
|
|
|
|
|
|
|
|
|
||||
Cash ($)
|
|
1,006,824
|
|
|
681,824
|
|
|
—
|
|
|
—
|
|
Stock Vesting ($)
(2)
|
|
546,485
|
|
|
546,485
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
||||
Brandon Elliott
|
|
|
|
|
|
|
|
|
||||
Cash ($)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Stock Vesting ($)
(2)
|
|
—
|
|
|
—
|
|
|
366,198
|
|
|
366,198
|
|
(1)
|
“Involuntary termination” refers to a termination of employment either by the company without cause or by the employee for good reason.
|
(2)
|
Stock vesting values are based on the $2.05 closing price of our common stock on the NYSE American on December 29, 2017, the las trading day of 2017.
|
•
|
Ensure alignment with long-term shareholder interests;
|
•
|
Ensure we can attract and retain outstanding director candidates;
|
•
|
Recognize the substantial time commitments necessary to oversee the affairs of our company; and
|
•
|
Support the independence of thought and action expected of directors.
|
Name
|
|
Fees Earned or
Paid in Cash ($)
(2)
|
|
Stock
Awards ($)
(3)
|
|
Option
Awards ($)
(4)
|
|
Total ($)
|
||||
Bahram Akradi
(1)
|
|
27,500
|
|
|
—
|
|
|
—
|
|
|
27,500
|
|
Lisa Bromiley
|
|
210,000
|
|
|
119,999
|
|
|
—
|
|
|
329,999
|
|
Michael Frantz
|
|
110,000
|
|
|
119,999
|
|
|
—
|
|
|
229,999
|
|
Robert Grabb
|
|
95,000
|
|
|
119,999
|
|
|
—
|
|
|
214,999
|
|
Delos Cy Jamison
|
|
95,000
|
|
|
119,999
|
|
|
—
|
|
|
214,999
|
|
Jack King
|
|
160,000
|
|
|
119,999
|
|
|
—
|
|
|
279,999
|
|
Michael Popejoy
|
|
80,000
|
|
|
119,999
|
|
|
—
|
|
|
199,999
|
|
Richard Weber
|
|
405,000
|
|
|
169,998
|
|
|
—
|
|
|
574,998
|
|
(1)
|
Mr. Akradi joined the board of directors on July 21, 2017.
|
(2)
|
The board of directors offered each non-employee director the opportunity to receive shares of common stock in lieu of cash for any portion of their fourth quarter 2017 fees earned in cash. As a result, a total of $66,500 of the cash fees in this column were paid in the form of 31,847 fully vested shares of common stock issued on January 26, 2018 based on the $2.08 per share closing price on that date.
|
(3)
|
On May 24, 2017, each of the non-employee directors serving on that date received a grant of 66,666 shares of restricted common stock, having a grant date fair value of $119,999. The shares vested in four equal quarterly installments on May 24, 2017, July 1, 2017, October 1, 2017 and January 1, 2018. On May 24, 2017, for service as our non-executive chairman of the board, Mr. Weber received a grant of 27,777 shares of restricted common stock having a grant date fair value of $49,999, with such shares vesting in four equal quarterly installments on May 24, 2017, July 1, 2017, October 1, 2017 and January 1, 2018.
|
(4)
|
As of December 31, 2017, Mr. Weber held stock options to purchase 250,000 shares of common stock at an exercise price of $2.79 per share. The other directors did not hold any stock options as of December 31, 2017.
|
Plan Category
|
|
Number of securities to be issued upon exercise of outstanding options, warrants and rights
|
|
Weighted-average exercise price of outstanding options, warrants and rights
|
|
Number of securities remaining available for future issuance under equity compensation plans
|
||||
Equity compensation plans approved by security holders
|
|
|
|
|
|
|
||||
2013 Equity Incentive Plan
|
|
250,000
|
|
|
2.79
|
|
|
2,888,347
|
|
|
Equity compensation plans not approved by security holders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
250,000
|
|
|
$
|
2.79
|
|
|
2,888,347
|
|
Name
(1)
|
|
Number of
Shares
|
|
Percent of
Common Stock
|
||
Certain Beneficial Owners:
|
|
|
|
|
||
TRT Holdings, Inc.
4001 Maple Ave., Suite 600, Dallas, TX 75219
|
|
12,461,885
|
|
(2)
|
9.7
|
%
|
|
|
|
|
|
||
Directors, Named Executive Officers and Executive Officers:
|
|
|
|
|
|
|
Bahram Akradi
|
|
7,217,211
|
|
|
5.6
|
%
|
Lisa Bromiley
|
|
159,536
|
|
|
*
|
|
Michael Frantz
|
|
87,548
|
|
|
*
|
|
Robert Grabb
|
|
225,091
|
|
|
*
|
|
Delos Cy Jamison
|
|
138,156
|
|
|
*
|
|
Jack King
|
|
148,907
|
|
|
*
|
|
Michael Popejoy
|
|
71,473
|
|
|
*
|
|
Thomas Stoelk
|
|
227,496
|
|
(3)
|
*
|
|
Brandon Elliott
|
|
222,561
|
|
|
*
|
|
Chad Allen
|
|
99,145
|
|
|
*
|
|
Erik Romslo
|
|
355,412
|
|
|
*
|
|
Directors and Current Executive Officers as a Group (10 persons)
|
|
8,725,040
|
|
|
6.8
|
%
|
*
|
Denotes less than 1% ownership.
|
(1)
|
As used in this table, “beneficial ownership” means the sole or shared power to vote, or to direct the voting of, a security, or the sole or shared investment power with respect to a security (i.e., the power to dispose of, or to direct the disposition of, a security). The address of each member of management and each director is care of our company.
|
(2)
|
The information is based on information reported to the SEC in an amended Schedule 13D filed by TRT Holdings, Inc., Cresta Investments, LLC, Cresta Greenwood, LLC and Robert B. Rowling (the “Reporting Persons”) on April 5, 2018. The Reporting Persons beneficially own, in the aggregate, 12,461,885 common shares. TRT Holdings, Inc. has sole voting power and sole dispositive power with respect to 7,169,741 shares. Cresta Investments, LLC has sole voting power and sole dispositive power with respect to 3,947,921 shares. Cresta Greenwood, LLC has sole voting power and sole dispositive power with respect to 1,344,223 shares. Mr. Rowling beneficially owns all 12,461,885 common shares held directly by TRT Holdings, Inc., Cresta Investments, LLC and Cresta Greenwood, LLC. Mr. Rowling beneficially owns the common shares held directly by TRT Holdings, Inc. due to his ownership of all of the shares of Class B Common Stock of TRT Holdings, Inc. Mr. Rowling beneficially owns the common shares held directly by Cresta Investments, LLC and Cresta Greenwood, LLC due to his direct and indirect ownership of 100% of the ownership interests in such entities.
|
(3)
|
Mr. Stoelk resigned all positions with the company on January 31, 2018, and his reported holdings are to the best of our knowledge.
|
|
Fiscal Year Ended
|
|
||||||
|
December 31, 2017
|
|
December 31, 2016
|
|
||||
Audit Fees
|
$
|
390,455
|
|
|
$
|
387,344
|
|
|
Audit-Related Fees
|
—
|
|
|
—
|
|
|
||
Tax Fees
|
9,984
|
|
(1)
|
35,340
|
|
(1)
|
||
All Other Fees
|
—
|
|
|
—
|
|
|
||
Total
|
$
|
400,439
|
|
|
$
|
422,684
|
|
|
(1)
|
Tax related fees in 2017 and 2016 consisted of fees related to analyzing potential net operating loss carryforward utilization limits.
|
1
|
|
Exhibits
|
|
The exhibits listed below are filed or incorporated by reference as part of the annual report.
|
Certification of the principal executive officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
Filed herewith
|
|
Certification of the principal financial officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
Filed herewith
|
Date:
|
April 27, 2018
|
|
By:
|
/s/ Chad Allen
|
|
|
|
|
Chad Allen, Interim Chief Financial Officer; Chief Accounting Officer
|
1.
|
I have reviewed this Amendment No. 1 on Form 10-K/A of Northern Oil and Gas, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weakness in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Dated: April 27, 2018
|
By: /s/ Brandon Elliott
|
|
Brandon Elliott
Principal Executive Officer
|
1.
|
I have reviewed this Amendment No. 1 on Form 10-K/A of Northern Oil and Gas, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weakness in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Dated: April 27, 2018
|
By: /s/ Chad Allen
|
|
Chad Allen
Principal Financial Officer
|