Pay vs Performance Disclosure

12 Months Ended

Dec. 31, 2022

USD ($)

Dec. 31, 2021

USD ($)

Dec. 31, 2020

USD ($)

Pay vs Performance Disclosure [Table]

Pay vs Performance [Table Text Block]

Pay versus Performance

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the

Dodd-Frank

Act) and Item 402(v) of Regulation

S-K,

we provide the following disclosure regarding executive “compensation actually paid” (CAP), calculated in accordance with SEC rules, and certain Company performance for the fiscal years listed below.

This disclosure was prepared in accordance with the requirements of Item 402(v) and does not necessarily reflect the value actually realized by our executives, how our executives’ compensation relates to Company performance, or how the MD&C Committee evaluates compensation decisions in light of Company or individual performance. For example, the MD&C Committee does not use CAP as a basis for making compensation decisions, nor does it use net income (as reflected below) for purposes of determining our executive’s incentive compensation. Please refer to our

Compensation Discussion and Analysis

for a complete description of how executive compensation relates to Company performance and how the MD&C Committee makes its compensation decisions.

The information provided under this Pay versus Performance section will not be deemed to be incorporated by reference into any filing made by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent the Company specifically incorporates it by reference.



Year (a)	Summary Compensation Table Total for PEO (1) ($) (b)		Compensation Actually Paid to PEO (2) ($) (c)		Average Summary Compensation Table Total for Non-PEO Named Executive Officers (3) ($) (d)		Average Compensation Actually Paid to Non-PEO Named Executive Officers (4) ($) (e)		Value of Initial Fixed $100 Investment Based On:				Net Income (6) ($) (h)			Free Cash Flow (7) ($) (i)
Year (a)	Summary Compensation Table Total for PEO (1) ($) (b)		Compensation Actually Paid to PEO (2) ($) (c)						Total Shareholder Return ($) (f)		Peer Group Total Shareholder Return (5) ($) (g)		Net Income (6) ($) (h)			Free Cash Flow (7) ($) (i)

2022		13,802,119		37,002,785		5,258,220		12,358,523		189.47		180.98		3,674,000,000			2,458,000,000

2021		15,040,707		27,948,348		5,318,503		9,347,083		107.38		113.41		973,000,000			1,823,000,000

2020		14,321,225		4,161,792		5,049,645		2,445,197		56.29		66.35		(4,860,000,000	)		182,000,000

(1)	The dollar amounts reported in column (b) are the amounts of total compensation reported for John J. Christmann IV, our CEO and President since January 2015, for each corresponding year in the “Total” column of the Summary Compensation Table .

(2)

The dollar amounts reported in column (c) represent the amount of compensation actually paid to Mr. Christmann, as computed in accordance with Item 402(v) of Regulation

S-K.

The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Christmann during the applicable year. In accordance with the requirements of Item 402(v) of Regulation

S-K,

the following adjustments were made to Mr. Christmann’s total compensation as reported in the

Summary Compensation Table

for each year to determine the compensation actually paid:



Year	Reported Summary Compensation Table Total for PEO ($)		Reported Change in the Actuarial Present Value of Pension Benefits (a) ($)		Pension Benefit Adjustments (a) ($)		Reported Value of Equity Awards (b) ($)			Total Equity Award Adjustments (c) ($)		Compensation Actually Paid to PEO ($)

2022		13,802,119		—		—		(9,479,781	)		32,680,447		37,002,785

2021		15,040,707		—		—		(10,596,139	)		23,503,780		27,948,348

2020		14,321,225		—		—		(10,172,011	)		12,578		4,161,792

(a)

The Company does not have any defined benefit or actuarial pension plans applicable to our U.S. employees, including our NEOs.

(b)

The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the

Summary Compensation Table

for the applicable year.

(c)

The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the amounts specified in the following table, in accordance with the requirements of Item 402(v) of Regulation

S-K.

The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:



Year	Year End Fair Value of Equity Awards Granted in the Year ($)		Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years ($)			Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($)		Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($)		Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($)		Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($)		Total Equity Award Adjustments* ($)

2022		14,735,109		16,249,187			—		779,729		—		916,422		32,680,447

2021		17,107,671		6,070,063			—		221,021		—		105,024		23,503,780

2020		5,643,936		(6,398,628	)		—		392,916		—		374,355		12,578

* Totals may not match the sum of the preceding columns due to rounding.

(3)

The dollar amounts reported in column (d) represent the average of the amounts reported for the Company’s

non-PEO

NEOs as a group in the “Total” column of the

Summary Compensation Table

in each applicable year. The names of each of the

non-PEO

NEOs included in each of the years in the table for purposes of calculating the average amounts in each year presented are Stephen J. Riney, P. Anthony Lannie, David A. Pursell, and D. Clay Bretches.

(4)

The dollar amounts reported in column (e) represent the average amount of compensation actually paid to the

non-PEO

NEOs as a group, as computed in accordance with Item 402(v) of Regulation

S-K.

The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the

non-PEO

NEOs as a group during the applicable year. In accordance with the requirements of Item 402(v) of Regulation

S-K,

the following adjustments were made to average total compensation for the

non-PEO

NEOs as a group for each year to determine the compensation actually paid:



Year	Average Reported Summary Compensation Table Total for Non-PEO NEOs ($)		Average Reported Change in the Actuarial Present Value of Pension Benefits (a) ($)		Average Pension Benefit Adjustments (a) ($)		Average Reported Value of Equity Awards (b) ($)			Average Equity Award Adjustments (c) ($)		Average Compensation Actually Paid to non-PEO NEOs ($)

2022		5,258,220		—		—		(3,331,056	)		10,431,359		12,358,523

2021		5,318,503		—		—		(3,369,123	)		7,397,703		9,347,083

2020		5,049,645		—		—		(3,228,199	)		623,751		2,445,197

(a)

The Company does not have any defined benefit or actuarial pension plans applicable to our U.S. employees, including our NEOs.

(b)

The grant date fair value of equity awards represents the average of the total amounts reported in the “Stock Awards” and “Option Awards” columns in the

Summary Compensation Table

for the

non-PEO

NEOs for the applicable year.

(c)

The amounts deducted or added in calculating the total average equity award adjustments, using the same methodology described in footnote (2)(c) above, are as follows:



Year	Average Year End Fair Value of Equity Awards Granted in the Year ($)		Average Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years ($)			Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($)		Average Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($)		Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($)		Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($)		Total Average Equity Award Adjustments ($)

2022		5,177,694		4,726,618			—		254,461		—		272,586		10,431,359

2021		5,560,905		1,581,939			—		182,175		—		72,684		7,397,703

2020		2,077,200		(1,577,673	)		—		34,091		—		90,133		623,751

(5)

Represents the weighted peer group cumulative TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the Dow Jones U.S. Exploration & Production Index, which is the same published industry index the Company uses for purposes of Item 201(e)(1)(ii) of Regulation

S-K.

(6)	The dollar amounts reported represent the amount of net income (loss) previously disclosed in the Company’s audited GAAP financial statements for the applicable year, as required by Regulation S-X.

(7)

Free Cash Flow for purposes of this Pay versus Performance table is calculated by taking cash flows from operations before changes in operating assets and liabilities, including Sinopec’s noncontrolling interest, and subtracts upstream capital investment and distributions to Sinopec’s noncontrolling interest. This is a different formulation of Free Cash Flow as compared to what is used in the Company’s goal metrics, as described in the

Compensation Discussion and Analysis

section.

Company Selected Measure Name

Free Cash Flow

Named Executive Officers, Footnote [Text Block]

The names of each of the

non-PEO

NEOs included in each of the years in the table for purposes of calculating the average amounts in each year presented are Stephen J. Riney, P. Anthony Lannie, David A. Pursell, and D. Clay Bretches.

Peer Group Issuers, Footnote [Text Block]

S-K.

PEO Total Compensation Amount

$ 13,802,119

$ 15,040,707

$ 14,321,225

PEO Actually Paid Compensation Amount

$ 37,002,785

27,948,348

4,161,792

Adjustment To PEO Compensation, Footnote [Text Block]

(2)

The dollar amounts reported in column (c) represent the amount of compensation actually paid to Mr. Christmann, as computed in accordance with Item 402(v) of Regulation

S-K.

The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Christmann during the applicable year. In accordance with the requirements of Item 402(v) of Regulation

S-K,

the following adjustments were made to Mr. Christmann’s total compensation as reported in the

Summary Compensation Table

for each year to determine the compensation actually paid:



Year	Reported Summary Compensation Table Total for PEO ($)		Reported Change in the Actuarial Present Value of Pension Benefits (a) ($)		Pension Benefit Adjustments (a) ($)		Reported Value of Equity Awards (b) ($)			Total Equity Award Adjustments (c) ($)		Compensation Actually Paid to PEO ($)

2022		13,802,119		—		—		(9,479,781	)		32,680,447		37,002,785

2021		15,040,707		—		—		(10,596,139	)		23,503,780		27,948,348

2020		14,321,225		—		—		(10,172,011	)		12,578		4,161,792

Non-PEO NEO Average Total Compensation Amount

$ 5,258,220

5,318,503

5,049,645

Non-PEO NEO Average Compensation Actually Paid Amount

$ 12,358,523

9,347,083

2,445,197

Adjustment to Non-PEO NEO Compensation Footnote [Text Block]

(4)

The dollar amounts reported in column (e) represent the average amount of compensation actually paid to the

non-PEO

NEOs as a group, as computed in accordance with Item 402(v) of Regulation

S-K.

The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the

non-PEO

NEOs as a group during the applicable year. In accordance with the requirements of Item 402(v) of Regulation

S-K,

the following adjustments were made to average total compensation for the

non-PEO

NEOs as a group for each year to determine the compensation actually paid:



Year	Average Reported Summary Compensation Table Total for Non-PEO NEOs ($)		Average Reported Change in the Actuarial Present Value of Pension Benefits (a) ($)		Average Pension Benefit Adjustments (a) ($)		Average Reported Value of Equity Awards (b) ($)			Average Equity Award Adjustments (c) ($)		Average Compensation Actually Paid to non-PEO NEOs ($)

2022		5,258,220		—		—		(3,331,056	)		10,431,359		12,358,523

2021		5,318,503		—		—		(3,369,123	)		7,397,703		9,347,083

2020		5,049,645		—		—		(3,228,199	)		623,751		2,445,197